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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 10, 2000
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-11727 73-1493906
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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8801 SOUTH YALE AVENUE, SUITE 310, TULSA, OKLAHOMA 74137
(Address of principal executive offices and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
This Form 8-K/A amends the Form 8-K of Heritage Propane Partners, L.P.
dated August 23, 2000 and filed with the Securities and Exchange
Commission on August 23, 2000. That Form 8-K reported under Item 2 the
acquisition of assets from U.S. Propane, L.P. This report provides the
financial statements and the pro forma financial information as
required under Item 7. This Form 8-K/A also amends the Date of Report
(Date of earliest event reported) to be August 10, 2000.
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ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired:
The audited balance sheets of Peoples Gas Company as of as of December
31, 1999 and 1998 and the related statements of operations and retained
earnings and cash flows for each of the three years in the period ended
December 31, 1999 and the unaudited interim balance sheet as of June
30, 2000 and the related statements of operations and retained earnings
and cash flows for the six months ended June 30, 2000 and 1999. The
audited balance sheets of United Cities Propane Gas, Inc. as of
September 30, 1999 and 1998, and the related statements of operations
and retained earnings and cash flows for each of the three years in the
period ended September 30, 1999 and the unaudited interim balance sheet
as of June 30, 2000 and the related statements of operations and
retained earnings and cash flows for the nine months ended June 30,
2000 and 1999. The audited balance sheets of AGL Propane, Inc. as of
September 30, 1999 and 1998, and the related statements of income,
stockholder's equity and cash flows for each of the three years in the
period ended September 30, 1999 and the unaudited interim balance sheet
as of June 30, 2000 and the related statements of income and cash flows
for the nine months ended June 30, 2000 and 1999. The audited balance
sheets of Piedmont Propane Company as of October 31, 1999 and 1998, and
the related statements of income and retained earnings and cash flows
for each of the three years in the period ended October 31, 1999 and
the unaudited interim balance sheet as of July 31, 2000 and the related
statements of income and retained earnings and cash flows for the nine
months ended July 31, 2000 and 1999.
The above financial statements together with the report of their
respective auditors are filed as Exhibit 99.2 to this Current Report.
(b) Pro forma financial information:
The unaudited pro forma condensed combined financial statements of
Heritage Propane Partners, L.P. and U.S. Propane as of June 30, 2000,
for the six months ended June 30, 2000 and for the year ended December
31, 1999, are filed as Exhibit 99.3 to this Current Report.
(c) Exhibits:
The following Exhibits are filed herewith:
Exhibit
Number Description
99.2 The audited balance sheets of Peoples Gas Company as
of December 31, 1999 and 1998 and the related
statements of operations and retained earnings and
cash flows for each of the three years in the period
ended December 31, 1999 and the unaudited interim
balance sheet as of June 30, 2000 and the related
statements of operations and retained earnings and
cash flows for the six months ended June 30, 2000 and
1999.
The audited balance sheets of United Cities Propane
Gas, Inc. as of September 30, 1999 and 1998, and the
related statements of operations and retained
earnings and cash flows for each of the three years
in the period ended September 30, 1999 and the
unaudited interim balance sheet as of June 30, 2000
and the related statements of operations and retained
earnings and cash flows for the nine months ended
June 30, 2000 and 1999.
The audited balance sheets of AGL Propane, Inc. as of
September 30, 1999 and 1998, and the related
statements of income, stockholder's equity and cash
flows for each of the three years in the period ended
September 30, 1999 and the unaudited interim balance
sheet as of June 30, 2000 and the related statements
of income and cash flows for the nine months ended
June 30, 2000 and 1999.
The audited balance sheets of Piedmont Propane
Company as of October 31, 1999 and 1998, and the
related statements of income and retained earnings
and cash flows for each of the three years in the
period ended October 31, 1999 and the unaudited
interim balance sheet as of July 31, 2000 and the
related statements of income and retained earnings
and cash flows for the nine months ended July 31,
2000 and 1999.
99.3 The unaudited pro forma condensed combined financial
statements of Heritage Propane Partners, L.P. and
U.S. Propane as of June 30, 2000, for the six months
ended June 30, 2000 and the year ended December 31,
1999.
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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, thereunto duly authorized.
DATED: October 24, 2000
HERITAGE PROPANE PARTNERS, L.P.
By: Heritage Holdings, Inc.
(General Partner)
By: /s/ H. Michael Krimbill
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H. Michael Krimbill
President and Chief Executive Officer
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INDEX TO EXHIBITS
The exhibits listed on the following Exhibit Index are filed as part of
this Report. Exhibits required by Item 601 of Regulation S-K, but which are not
listed below, are not applicable.
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Exhibit
Number Description
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99.2 The audited balance sheets of Peoples Gas Company as
of December 31, 1999 and 1998 and the related
statements of operations and retained earnings and
cash flows for each of the three years in the period
ended December 31, 1999 and the unaudited interim
balance sheet as of June 30, 2000 and the related
statements of operations and retained earnings and
cash flows for the six months ended June 30, 2000 and
1999.
The audited balance sheets of United Cities Propane
Gas, Inc. as of September 30, 1999 and 1998, and the
related statements of operations and retained
earnings and cash flows for each of the three years
in the period ended September 30, 1999 and the
unaudited interim balance sheet as of June 30, 2000
and the related statements of operations and retained
earnings and cash flows for the nine months ended
June 30, 2000 and 1999.
The audited balance sheets of AGL Propane, Inc. as of
September 30, 1999 and 1998, and the related
statements of income, stockholder's equity and cash
flows for each of the three years in the period ended
September 30, 1999 and the unaudited interim balance
sheet as of June 30, 2000 and the related statements
of income and cash flows for the nine months ended
June 30, 2000 and 1999.
The audited balance sheets of Piedmont Propane
Company as of October 31, 1999 and 1998, and the
related statements of income and retained earnings
and cash flows for each of the three years in the
period ended October 31, 1999 and the unaudited
interim balance sheet as of July 31, 2000 and the
related statements of income and retained earnings
and cash flows for the nine months ended July 31,
2000 and 1999.
99.3 The unaudited pro forma condensed combined financial
statements of Heritage Propane Partners, L.P. and
U.S. Propane as of June 30, 2000, for the six months
ended June 30, 2000 and the year ended December 31,
1999.
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