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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 reported) AUGUST 23, 2000
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11727 73-1493906
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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)
ITEM 2. Acquisition or Disposition of Assets:
On August 10, 2000, the Registrant acquired the propane-related assets of U.S.
Propane, L.P. by its acquisition of U.S. Propane's interest in four separate
limited liability companies, AGL Propane, L.L.C., Peoples Gas Company, L.L.C.,
United Cities Propane Gas, L.L.C. and Retail Propane Company, L.L.C. The
purchase price of $181,395,000 was negotiated at arm's length with U.S. Propane
and was payable $139,551,707 in cash, $31,843,293 of assumed debt (retired by
the Registrant following the acquisition), and the issuance of 372,392 Common
Units of the Registrant valued at $7,347,760 and a $2,652,240 limited
partnership interest in the Registrant's operating partnership. The purchase
price and the exchange price for the Common Units was approved by an independent
committee of the Board of Directors. The exchange price for the Common Units was
$19.73125 per Unit under a formula based on the average closing price of the
Registrant's Common Units on the New York Stock Exchange for the twenty (20) day
period beginning ten (10) days prior to the public announcement of the
transaction on June 15, 2000 (the "Formula Price").
In order to finance the transaction, the Registrant borrowed $180,000,000 from
the following institutional investors: Connecticut General Life Insurance
Company; Clarica Life Insurance Company; GE Edison Life Insurance Company;
Guardian Life Insurance Company of North America; John Hancock Life Insurance
Company; Metropolitan Life Insurance Company; Nationwide Life Insurance Company;
Pacific Life Insurance Company; Principal Life Insurance Company; ReliaStar Life
Insurance Company; and Sun Life Assurance Company of Canada. Concurrently with
the acquisition, the Registrant issued and sold 1,161,814 Common Units and
1,382,514 Class B Subordinated Units in a private placement to the former
shareholders of its General Partner. The proceeds of $50,202,902 derived from
this private placement were utilized to retire a portion of the debt arising
from the US Propane acquisition. The Formula Price was also used to determine
the sale price for the Units acquired in this private placement.
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ITEM 5. Other Events:
On August 10, 2000, the Registrant announced that it had completed a series of
transactions with US Propane, L.P., as described in the Press Release dated
August 10, 2000, attached as an Exhibit to this Form 8-K. In conjunction with
the US Propane transaction, the Registrant's subsidiary, Heritage Operating,
L.P., entered into a Note Purchase Agreement dated August 10, 2000 under which
it borrowed $180,000,000 from eleven (11) institutional investors to finance the
acquisitions described in Item 2.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired:
The financial statements required in connection with the business acquisition
described in Item 2 will be filed within seventy-five (75) days of August 10,
2000.
(b) Pro forma financial information:
The financial statements required in connection with the business acquisition
described in Item 2 will be filed within seventy-five (75) days of August 10,
2000.
(c) Exhibits:
The following Exhibits are filed herewith:
Exhibit 3.1.1 - First Amendment to Amended and Restated Agreement of
Limited Partnership of Heritage Propane Partners, L.P.
Exhibit 10.1.3 - Third Amendment dated as of August 10, 2000 to First
Amended and Restated Credit Agreement.
Exhibit 10.2.6 - Fourth Amendment Agreement dated August 10, 2000 to
June 25, 1996 Note Purchase Agreement and November 19, 1997 Note
Purchase Agreement.
Exhibit 10.16.4 - Fourth Amendment Agreement dated August 10, 2000 to
November 19, 1997 Note Purchase Agreement and June 25, 1996 Note
Purchase Agreement.
Exhibit No. 10.17 - Contribution Agreement dated June 15, 2000 among US
Propane, L.P., Heritage Operating, L.P. and Heritage Propane Partners,
L.P.
Exhibit 10.17.1 - Amendment dated August 10, 2000 to June 15, 2000
Contribution Agreement.
Exhibit 10.18 - Subscription Agreement dated June 15, 2000 between
Heritage Propane Partners, L.P. and individual investors.
Exhibit 10.18.1 - Amendment dated August 10, 2000 to June 15, 2000
Subscription Agreement.
Exhibit 10.19 - Note Purchase Agreement dated as of August 10, 2000.
Exhibit No. 99.1 - Press Release dated August 10, 2000
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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: August 23, 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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<CAPTION>
Exhibit
Number Description
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<S> <C>
3.1.1 First Amendment to Amended and Restated Agreement of Limited
Partnership of Heritage Propane Partners, L.P.
10.1.3 Third Amendment dated as of August 10, 2000 to First Amended and
Restated Credit Agreement
10.2.6 Fourth Amendment Agreement dated August 10, 2000 to June 25, 1996 Note
Purchase Agreement and November 19, 1997 Note Purchase Agreement
10.16.4 Fourth Amendment Agreement dated August 10, 2000 to November 19, 1997
Note Purchase Agreement and June 25, 1996 Note Purchase Agreement
10.17 Contribution Agreement dated June 15, 2000 among US Propane, L.P.,
Heritage Operating, L.P. and Heritage Propane Partners, L.P.
10.17.1 Amendment dated August 10, 2000 to June 15, 2000 Contribution
Agreement
10.18 Subscription Agreement dated June 15, 2000 between Heritage Propane
Partners, L.P. and individual investors
10.18.1 Amendment dated August 10, 2000 to June 15, 2000 Subscription
Agreement
10.19 Note Purchase Agreement dated as of August 10, 2000
99.1 Press Release dated August 10, 2000
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