As filed with the Securities and Exchange Commission
on November 21, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORNERSTONE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 77-0439862
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
432 Westridge Drive
Watsonville, California 95076
(Address of principal executive offices, including zip code)
CORNERSTONE PROPANE PARTNERS, L.P.
UNIT PURCHASE PLAN
(Full Title of Plan)
Ronald J. Goedde
Cornerstone Propane Partners, L.P.
432 Westridge Drive
Watsonville, California 95076
(Name and address of agent for service)
(408) 724-1921
(Telephone number, including area code, of agent for service)
With a copy to:
Linda Jeffries Wight
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5619
-----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate
Title of securities to be price per offering Amount of
to be registered registered share price registration fee
------------------- ---------- --------- --------- ----------------
<S> <C> <C> <C> <C>
Common Units 250,000 $23.22(1) $5,805,000(1) $1,760(1)
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) Calculated in accordance with Rule 457(c) on the basis of the
average of the high and low sale prices of the Common Units on
November 17, 1997, as reported on the New York Stock Exchange
composite tape.
(2) There are hereby registered any and all interests in the Plan
that may be offered or sold under the Plan. No separate purchase
price is payable for such interests and, therefore, no additional
registration fee is payable for the registration of such
interests.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Cornerstone Propane Partners,
L.P. (the "Registrant") are hereby incorporated by reference:
(a) The Registrant's Annual Report on
Form 10-K for the fiscal year ended
June 30, 1997;
(b) The Registrant's Quarterly Report on
Form 10-Q for the quarter ended
September 30, 1997; and
(c) The description of the Registrant's
Common Units contained in the
Registrant's Registration Statement on
Form 8-A under the Securities and
Exchange Act of 1934, as amended (the
"Exchange Act") dated November 25, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereto from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Units to be issued pursuant to the
Cornerstone Propane Partners, L.P. Unit Purchase Plan has been passed
upon for the Registrant by Schiff Hardin & Waite, 7200 Sears Tower,
Chicago, Illinois 60606.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Agreement of Limited Partnership of the
Registrant dated as of December 17, 1996 (the "Partnership Agreement")
provides that the Registrant will indemnify Cornerstone Propane GP,
Inc. and SYN Inc. (the "General Partners"), and any person who is or
was an affiliate of a General Partner, any person who is or was a
member, partner, officer, director, employee, agent or trustee of a
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<PAGE>
General Partner, or any affiliate of a General Partner, or any person
who is or was serving at the request of a General Partner, or any
affiliate of any such person, any affiliate of a General Partner as an
officer, director, employee, member, partner, agent, fiduciary or
trustee of another person ("Indemnitees"), to the fullest extent
permitted by law, from and against any and all losses, claims,
damages, liabilities (joint or several), expenses (including, without
limitation, legal fees and expenses), judgments, fines, penalties,
interest, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any Indemnitee may
be involved, or is threatened to be involved, as a party or otherwise,
by reason of its status as an Indemnitee; provided that in each case
the Indemnitee acted in good faith and in a manner that such
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe its conduct was
unlawful. Any indemnification under these provisions will be only out
of the assets of the Registrant, and the General Partners shall not be
personally liable for, or have any obligation to contribute or loan
funds or assets to the Registrant to enable it to effectuate, such
indemnification. The Registrant is authorized to purchase (or to
reimburse the General Partners or their affiliates for the cost of)
insurance against liabilities asserted against and expenses incurred
by such persons in connection with the Registrant's activities,
regardless or whether the Registrant would have the power to indemnify
such person against such liabilities under the provisions described
above.
Subject to any terms, conditions or restrictions set forth in the
Partnership Agreement, Section 17-108 of the Delaware Revised Limited
Partnership Act empowers a Delaware limited partnership to indemnify
and hold harmless any partner or other person from and against all
claims and demands whatsoever.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the Index to
Exhibits filed as part of this Registration Statement on page 6
hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and each filing
of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
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<PAGE>
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Watsonville,
State of California, on this 17th day of November, 1997.
CORNERSTONE PROPANE PARTNERS, L.P.
By: CORNERSTONE PROPANE GP, INC.
AS GENERAL PARTNER
By: /s/ Keith G. Baxter
----------------------------------
Keith G. Baxter
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Merle D. Lewis Chairman of the Board and November 17, 1997
---------------------------------- Director of Cornerstone Propane
Merle D. Lewis GP, Inc.
/s/ Richard R. Hylland Vice Chairman of the Board and November 17, 1997
---------------------------------- Director of Cornerstone Propane
Richard R. Hylland GP, Inc.
/s/ Keith G. Baxter President, Chief Executive Officer November 17, 1997
---------------------------------- and Director of Cornerstone Propane
Keith G. Baxter GP, Inc. (Principal Executive Officer)
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Ronald J. Goedde Executive Vice President and Chief November 17, 1997
---------------------------------- Financial Officer of Cornerstone
Ronald J. Goedde Propane GP, Inc. (Principal Financial
and Accounting Officer)
/s/ Daniel K. Newell Director of Cornerstone Propane GP, Inc. November 17, 1997
----------------------------------
Daniel K. Newell
/s/ Paul Christen Director of Cornerstone Propane GP, Inc. November 17, 1997
----------------------------------
Paul Christen
/s/ Kurt Katz Director of Cornerstone Propane GP, Inc. November 17, 1997
----------------------------------
Kurt Katz
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
INDEX
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baird, Kurtz & Dobson
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Schiff Hardin & Waite (contained in
their opinion filed as Exhibit 5)
- 7 -
EXHIBIT 5
November 21, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: CORNERSTONE PROPANE PARTNERS, L.P.
REGISTRATION OF 250,000 COMMON UNITS
------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Cornerstone Propane Partners,
L.P., a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 250,000 Common Units (the "Units"),
to be issued pursuant to the Cornerstone Propane Partners, L.P. Unit
Purchase Plan.
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion herein.
Based upon the foregoing, it is our opinion that the 250,000
Units, upon issuance in accordance with the terms of the Plan and as
contemplated in the Registration Statement and the Prospectus relating
thereto, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Linda Jeffries Wight
------------------------------
Linda Jeffries Wight
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8
of our reports dated August 4, 1997 included in Cornerstone Propane
Partners, L.P.'s Form 10-K and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 18, 1997
EXHIBIT 23.2
CONSENT OF BAIRD, KURTZ & DOBSON
We hereby consent to the use of our report dated August 4, 1997,
relating to the financial statements of EMPIRE ENERGY CORPORATION and
our report dated October 9, 1996, relating to the financial statements
of SYNERGY GROUP INCORPORATED, incorporated by reference from the 1997
Cornerstone Propane Partners, L.P., Form 10-K, into the Registration
Statement on Form S-8.
BAIRD, KURTZ & DOBSON
November 19, 1997
Springfield, Missouri
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Cornerstone Propane Partners,
L.P. of our report dated August 8, 1997 relating to the financial
statements of CGI Holdings, Inc., which appears in Cornerstone Propane
Partners, L.P.'s Annual Report on Form 10-K for the year ended
June 30, 1997.
PRICE WATERHOUSE LLP
San Francisco, California
November 19, 1997
