SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1 - FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
STATEMENT OF BENEFICIAL OWNERSHIP
PURSUANT TO SECTION 13(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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National Propane Partners, L.P.
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(Name of Subject Company)
Columbia Propane, L.P.;
CP Holdings, Inc.;
Columbia Propane Corporation;
Columbia Energy Group
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(Bidders)
Common Units, representing limited partner interests
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(Title of Class of Securities)
637250 10 1
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(CUSIP Number of Class of Securities)
Kenneth H. Marks, Jr., Esq. With a copy to:
Columbia Propane, L.P. Robert S. Rachofsky, Esq.
c/o Columbia Energy Group LeBoeuf, Lamb, Greene & MacRae,
Service Corporation L.L.P.
13880 Dulles Corner Lane 125 West 55th Street
Herndon, VA 20171 New York, NY 10019
(703) 561-6000 (212) 424-8000
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
<PAGE>
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CUSIP No. 637250 10 1 14D-1 and 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Columbia Propane, L.P. 54-1941316.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,804 Common Units
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN COMMON UNITS*
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
88.5%
10. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 637250 10 1 14D-1 and 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CP Holdings, Inc. 54-1936152.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,804 Common Units
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN COMMON UNITS*
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
88.5%
10. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 637250 10 1 14D-1 and 13D Page 4 of 8 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Columbia Propane Corporation. 61-0565214.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,804 Common Units
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN COMMON UNITS*
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
88.5%
10. TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 637250 10 1 14D-1 and 13D Page 5 of 8 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Columbia Energy Group. 13-1594808.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,804 Common Units
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN COMMON UNITS*
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
88.5%
10. TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This Amendment No. 1 ("Amendment") is the final amendment to the Tender
Offer Statement on Schedule 14D-1, originally filed with the Securities and
Exchange Commission on April 9, 1999 (the "Statement"), that relates to the
offer by the Purchaser (as defined below) to purchase for cash all outstanding
common units, representing limited partner interests ("Common Units"), in
National Propane Partners, L.P. (the "Partnership"). This Amendment is being
filed by Columbia Propane, L.P., a Delaware limited partnership (the
"Purchaser"), its managing general partner, CP Holdings, Inc., a Delaware
corporation ("Purchaser General Partner"), Columbia Propane Corporation, a
Delaware corporation ("Purchaser Holdings"), and Columbia Energy Group, a
Delaware corporation and parent company of Purchaser Holdings ("Columbia").
Capitalized terms not defined in this Amendment have the meanings assigned to
them in the Offer to Purchase.
Pursuant to Instruction D to Schedule 14D-1, the Statement is hereby
amended and/or supplemented as provided below:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended and supplemented by adding the
following to the end thereof:
At 12:00 midnight, New York City time, on Thursday, May 6, 1999, the Offer
expired. Based on preliminary estimates provided by the Depositary, the
Purchaser accepted for payment approximately 5,928,804 Common Units, of which
63,219 Common Units were tendered pursuant to notices of guaranteed delivery.
The acceptance of such tendered Common Units resulted in the Purchaser
beneficially owning approximately 88.5% of the outstanding Common Units.
The Purchaser intends to effect the Merger as promptly as practicable, upon
satisfaction or waiver of the conditions thereto. In the Merger, each then
outstanding Common Unit (other than those owned by the Purchaser or an affiliate
thereof by their purchase in the Offer or otherwise) will be converted into the
right to receive the Offer Price paid in the Offer, without interest thereon.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding the following to
the end thereof:
On May 7, 1999, Purchaser Holdings issued a press release, a copy of which
is included as exhibit (a)(11) hereto and incorporated herein by reference,
which announced that the Purchaser has accepted for payment all Common Units
validly tendered pursuant to the Offer.
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<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) Press Release issued by Purchaser Holdings on May 7, 1999.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 7, 1999
COLUMBIA PROPANE, L.P.
By: CP Holdings, Inc.
Its General Partner
By: /s/ A. Mason Brent
--------------------------------
Name: A. Mason Brent
Title: President and CEO
CP HOLDINGS, INC.
By: /s/ A. Mason Brent
--------------------------------
Name: A. Mason Brent
Title: President and CEO
COLUMBIA PROPANE CORPORATION
By: /s/ A. Mason Brent
--------------------------------
Name: A. Mason Brent
Title: President and CEO
COLUMBIA ENERGY GROUP
By: /s/ Michael W. O'Donnell
--------------------------------
Name: Michael W. O'Donnell
Title: Senior Vice President and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(11) Press release issued by Purchaser Holdings on May 7, 1999.
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For Immediate Release Contacts: R. A. Rankin, Jr. (News Media)
May 7, 1999 (703) 561-6044
Simon Ruebens (News Media)
(703) 561-6063
Thomas L. Hughes (Financial Community)
(703) 561-6001
Columbia Propane Completes Tender Offer
for Common Units of National Propane Partners
RICHMOND, Va., May 7 - Columbia Propane Corporation, a subsidiary of
Columbia Energy Group, announced today, that through its direct and indirect
subsidiaries, CP Holdings, Inc. and Columbia Propane, L.P., it has accepted for
payment 5,928,804 common units (representing limited partner interests) of
National Propane Partners, L.P. (NYSE: NPL) at $12.00 per common unit, in accord
with its tender offer for all outstanding National Propane Partners, L.P. common
units.
The 5,928,804 common units represent approximately 88.47 percent of the
outstanding National Propane Partners, L.P. common units. The tender offer
expired at 12:00 midnight, New York City time, on Thursday, May 6, 1999.
As part of the second step of this two step transaction, National Propane
Partners, L.P. is expected to merge into Columbia Propane, L.P., subject to
customary closing conditions, and any remaining outstanding common units of
National Propane Partners, L.P. then will be converted into the right to receive
$12.00 per common unit without interest.
Columbia Propane, a subsidiary of Columbia Energy Group, is based in
Richmond, Va. Columbia Energy Group, based in Herndon, Va., is one of the
nation's leading energy services companies, with 1998 revenues of nearly $6.6
billion and assets of about $7 billion. Its operating companies engage in all
phases of the natural gas business, including exploration and production,
transmission, storage and distribution, as well as commodities marketing, energy
management, propane sales and electric power generation, sales and trading.
Information about Columbia Energy Group (NYSE: CG) is available on the
Internet at www.columbiaenergygroup.com.
###
This press release contains "forward-looking statements" within the meaning of
the federal securities laws, including statements concerning Columbia Energy
Group's and Columbia Propane's plans, objectives and expected performance. There
can be no assurance that actual results will not differ materially due to
various factors, many of which are beyond the control of Columbia Energy Group
and Columbia Propane, including, but not limited to, the supply and demand for
propane, and successful completion of the proposed National Propane transaction.
