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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 25, 1999
HERITAGE PROPANE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 001-11727 73-1493906
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(918) 492-7272
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
Heritage Propane Partners, L.P. (the "Partnership") is filing this
Current Report on Form 8-K in connection with the public offering (the
"Offering") of up to 1,380,000 common units (the "Offered Units") representing
limited partner interests in the Partnership, including common units issuable
pursuant to an over-allotment option granted to underwriters, under the
Partnership's shelf registration statement on Form S-3 (Registration No.
333-86057) (the "Registration Statement"), as supplemented by the Prospectus
Supplement relating to the Offered Units to be filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933,
as amended. The opinions of Andrews & Kurth L.L.P. attached as exhibits hereto
relate to the Offering, and the opinion as to certain tax matters (Exhibit 8.1)
replaces, with respect to the Offering, the opinion as to tax matters
originally filed with the Registration Statement. The opinions of Andrews &
Kurth L.L.P. are being filed as exhibits hereto in lieu of filing them as
exhibits to the Registration Statement by means of a post-effective amendment
thereto. Instead, upon filing, this Current Report on Form 8-K is incorporated
by reference into the Registration Statement. Accordingly, such exhibits are
also incorporated by reference into the Registration Statement as exhibits
thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the
legality of the securities registered.
8.1 -- Opinion of Andrews & Kurth L.L.P. as to
certain tax matters.
23.1 -- Consent of Andrews & Kurth L.L.P. (included
in Exhibits 5.1 and 8.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By: Heritage Holdings, Inc.,
its General Partner
By: /s/ H. Michael Krimbill
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H. Michael Krimbill
President and Chief Financial Officer
Date: October 25, 1999
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EXHIBIT INDEX
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Exhibit No.
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5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities registered.
8.1 -- Opinion of Andrews & Kurth L.L.P. as to certain tax matters.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1
and 8.1).
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Exhibit 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
October 25, 1999
Heritage Propane Partners, L.P.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137
Gentlemen:
We have acted as special counsel to Heritage Propane Partners,
L.P., a Delaware limited partnership (the "Partnership") in connection with the
Partnership's offer and sale of up to an aggregate of 1,380,000 common units
representing limited partner interests in the Partnership (the "Common Units")
pursuant to the Partnership's Registration Statement on Form S-3 (Registration
No. 333-86057) (the "Registration Statement").
As the basis for the opinions hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials, and other instruments as we
have deemed necessary or advisable for the purposes of this opinion. In such
examination we have assumed the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies.
Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that:
1. the Partnership has been duly formed and is validly existing
as a limited partnership under the Delaware Revised Uniform Limited Partnership
Act (the "Delaware Act"); and
2. the Common Units will, when issued and paid for as described
in the Registration Statement, as supplemented by the prospectus supplement
relating to the offer and sale of the Common Units, be duly authorized, validly
issued, fully paid (to the extent required under the Partnership's partnership
agreement) and nonassessable (except as such nonassessability may be affected
by certain provisions of the Delaware Act).
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Heritage Propane Partners, L.P.
October 25, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to a
Current Report on Form 8-K of the Partnership, the incorporation by reference
of this opinion by the Registration Statement and the reference to our firm
under the caption "Validity of Common Units" in the prospectus supplement
forming a part of the Registration Statement. The issuance of this consent
does not concede that we are an "expert" for the purposes of the Securities Act
of 1933.
Sincerely,
/s/ Andrews & Kurth L.L.P.
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Exhibit 8.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
October 25, 1999
Heritage Propane Partners, L.P.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137
Gentlemen:
We have acted as special counsel to Heritage Propane Partners,
L.P. (the "Partnership") in connection with the Partnership's offering (the
"Offering") of common units representing limited partner interests ("Common
Units") in the Partnership pursuant to the Partnership's Registration Statement
on Form S-3 (Registration No. 333-86057) (the "Registration Statement"). In
connection therewith, we have reviewed the discussion (the "Discussion") set
forth under the caption "Tax Considerations" in the Registration Statement.
The Discussion, subject to the qualifications and limitations
stated therein, represents our opinion, as of the date set forth above, as to
the material United States federal income tax consequences for purchasers of
Common Units pursuant to the Offering. We assume no obligation to update this
opinion.
We hereby consent to the filing of this opinion as an exhibit
to a Current Report on Form 8-K of the Partnership, the incorporation by
reference of this opinion by the Registration Statement and the references to
our firm and this opinion contained in the prospectus supplement forming a part
of the Registration Statement. The issuance of this consent does not concede
that we are an "expert" for the purposes of the Securities Act of 1933.
Sincerely,
/s/ Andrews & Kurth L.L.P.
