<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CORNERSTONE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0439862
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
432 WESTRIDGE DRIVE
WATSONVILLE, CALIFORNIA 95076
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Common Units representing
limited partner interests New York Stock Exchange, Inc.
- ------------------------- ----------------------------
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
----------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the common units representing limited partner
interests in Cornerstone Propane Partners, L.P. to be registered hereunder is
set forth under the captions "Prospectus Summary," "Cash Distribution Policy,"
"Description of the Common Units," "The Partnership Agreement" and "Tax
Considerations" in the prospectus included in Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No. 333-13879) filed with the
Securities and Exchange Commission on November 21, 1996 under the Securities Act
of 1933, as amended, and will be set forth in any prospectus filed in accordance
with Rule 424(b) thereunder, which description is incorporated herein by
reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-13879) filed with the Securities and Exchange
Commission on November 21, 1996.
2. Certificate of Limited Partnership of the Registrant.
3. Amended and Restated Agreement of Limited Partnership of the
Registrant, which is included as Appendix A to the prospectus
included in the Registration Statement on Form S-1.
4. Form of Common Unit Certificate, which is included as Exhibit A
to Appendix A to the prospectus included in
the Registration Statement on Form S-1.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 25, 1996
CORNERSTONE PROPANE PARTNERS, L.P.
By: Cornerstone Propane GP, Inc.,
as Managing General Partner
By: /s/ Ronald J. Goedde
-----------------------------
Ronald J. Goedde
Executive Vice President and
Chief Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
- ------
*1 Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (No.
333-13879) filed with the Securities and Exchange Commission on November
21, 1996.
2 Certificate of Limited Partnership of the Registrant.
*3 Amended and Restated Agreement of Limited Partnership of the Registrant,
which is included as Appendix A to the prospectus included in the
Registration Statement on Form S-1.
*4 Form of Common Unit Certificate, which is included as Exhibit A to Appendix
A to the prospectus included in the Registration Statement on Form S-1.
_____________________________
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-13879) pursuant to Rule 12b-23.
-4-
<PAGE>
CERTIFICATE OF LIMITED PARTNERSHIP
OF
CORNERSTONE PROPANE PARTNERS, L.P.
The undersigned represents that it has formed a limited partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act")
and that the undersigned has executed this Certificate in compliance with the
requirements of the Act. The undersigned further states:
1. The name of the limited partnership is Cornerstone Propane Partners,
L.P. (the "Partnership").
2. The address of the registered office of the Partnership in the State
of Delaware and the name and address of the registered agent of the
Partnership required to be maintained by Section 17-104 of the Act at
such address are as follows:
Name and Address
Of Registered Agent Address of Registered Office
------------------- ----------------------------
The Corporation Trust Company Corporation Trust Center
Corporation Trust Center 1209 Orange Street
1209 Orange Street Wilmington, DE 19801
Wilmington, DE 19801
3. The name and business address of the General Partner is as follows:
General Partner Address
--------------- -------
Cornerstone Propane GP, Inc. 432 Westridge Drive
Watsonville, California 95076
WHEREFORE, the undersigned has executed this Certificate as of 7th day
of October, 1996.
GENERAL PARTNER
CORNERSTONE PROPANE GP, INC.
By: /s/ Ronald J. Goedde
-----------------------------
Ronald J. Goedde
Executive Vice President and Chief
Financial Officer
