- - ------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 event reported): July 2, 1996
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
900 Third Avenue
New York, New York 10022
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code (212) 230-3000
----------------------------------
(Former Name or Former Address, if
Changed Since Last Report)
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<PAGE>
Item 2. Disposition of Assets
Initial Public Offering of Limited Partner Interests in National Propane
Partners, L.P.
On July 2, 1996, National Propane Partners, L.P., a newly formed Delaware
limited partnership (the "Partnership") organized to acquire, own and operate
the propane business and assets of its managing general partner, National
Propane Corporation, a Delaware corporation ("National Propane"), and its
special general partner, National Propane SGP, Inc., a Delaware corporation
("National Propane SGP"), each an indirect wholly owned subsidiary of Triarc
Companies, Inc. ("Triarc", and together with its subsidiaries, the "Company"),
completed its initial public offering of 6,190,476 Common Units representing
limited partner interests (the "IPO") at a price of $21.00 per Common Unit. Upon
completion of the IPO, Triarc, through National Propane, owns an aggregate 44.6%
general partner interest in the Partnership and its subsidiary operating
partnership, National Propane, L.P. (the "Operating Partnership"), a Delaware
limited partnership, with the remaining limited partner interest (55.4%) owned
by the public.
Immediately preceding the closing of the IPO, National Propane and
National Propane SGP, (i) contributed substantially all of their assets and
liabilities to the Operating Partnership (the "Contribution") and (ii) conveyed
substantially all of their limited partner interests in the Operating
Partnership to the Partnership (the "Conveyance"). As a result of these
transactions, National Propane and National Propane SGP each maintained its 1%
general partner interest in the Partnership and a 1.0101% general partner
interest in the Operating Partnership. In addition, National Propane received
4,533,638 Subordinated Units issued by the Partnership and the right to receive
certain incentive distributions. The Partnership owns a 97.9798% limited partner
interest in the Operating Partnership.
In connection with the IPO, the Partnership made a $40.7 million loan to
Triarc (the "Partnership Loan"). The Partnership Loan bears interest at an
annual rate of 13.5% and is payable in eight equal annual installments beginning
in July 2003. The Partnership Loan is recourse to Triarc and is secured by,
among other things, a pledge by Triarc of all of the shares of capital stock of
National Propane directly owned by Triarc (approximately 75.7% of National
Propane's outstanding capital stock). In addition, (i) National Propane issued
$125 million of 8.54% First Mortgage Notes due 2010 to certain institutional
investors in a private placement (which were assumed by the Operating
Partnership in connection with the Contribution) and (ii) the Operating
Partnership entered into a bank credit facility (the "Bank Credit Facility")
which consists of a $15 million working capital facility and a $40 million
acquisition facility. The aggregate net proceeds from the IPO and the issuance
of the First Mortgage Notes totaled $239.7 million. Triarc received a $59.3
million cash dividend from the proceeds of the First Mortgage Notes, the $40.7
million Partnership Loan and $11.5 million of accrued management fees and tax
sharing payments due Triarc (or an aggregate of $111.5 million). The First
Mortgage Notes and the Bank Facility are secured equally and ratably by a pledge
of substantially all of the assets of the Operating Partnership and by a pledge
of the Partnership's limited partner interest in the Operating Partnership and
by National Propane's general partner interest in the Operating Partnership and
all of the capital stock of National Propane SGP. In addition, Triarc received a
dividend of a portion ($51.4 million of $81.4 million) of an existing
intercompany note issued to National Propane by Triarc and an additional $0.7
million (primarily representing accrued management fees and tax sharing payments
to Triarc) was paid to Triarc out of the Partnership's cash on hand as of the
consummation of the IPO.
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not Applicable
(b) Pro Forma Financial Information
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet as of
March 31, 1996 and condensed consolidated statements of operations for the year
ended December 31, 1995 and the three months ended March 31, 1996 of the Company
have been prepared by adjusting (i) the condensed consolidated balance sheet and
statement of operations of the Company as of and for the three months ended
March 31, 1996, as derived and condensed from the unaudited condensed
consolidated financial statements in its Form 10-Q for the three months ended
March 31, 1996 (the "Form 10- Q") and (ii) the condensed consolidated statement
of operations of the Company for the year ended December 31, 1995, as derived
and condensed from the audited consolidated statement of operations in its Form
10-K for the year ended December 31, 1995 (the "Form 10-K"). Such adjustments
reflect, in two steps, (i) the previously reported April 29, 1996 sale of the
textile business (the "Textile Business") of Graniteville Company
("Graniteville"), a wholly-owned subsidiary of the Company, the repayment of
related debt and the May 16, 1996 financing of C.H. Patrick, Inc. ("Patrick"),
Graniteville's wholly-owned subsidiary, (collectively the "Textile
Transactions") and (ii) the July 2, 1996 sale of 6,190,476 Common Units pursuant
to an initial public offering of National Propane Partners, L.P. (the
"Partnership"), a recently formed partnership organized to acquire, own and
operate the Company's propane business and to which substantially all of the
assets and liabilities of National Propane were transferred, the refinancing of
the existing debt of National Propane and related transactions (collectively the
"Propane Transactions"), all as if such transactions had occurred as of March
31, 1996 for the pro forma condensed consolidated balance sheet and as of
January 1, 1995 for the pro forma condensed consolidated statements of
operations. Such pro forma adjustments are described in the accompanying notes
to the pro forma condensed consolidated balance sheet and condensed consolidated
statements of operations which should be read in conjunction with such
statements. Such pro forma condensed consolidated financial statements should
also be read in conjunction with the Company's consolidated financial statements
appearing in the Form 10-K and Form 10-Q. The pro forma condensed consolidated
financial statements do not purport to be indicative of the actual financial
position or results of operations of the Company had such transactions actually
been consummated on March 31, 1996 and January 1, 1995, respectively, or of the
future financial position or results of operations of the Company.
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1996
Adjustments Pro Forma Adjustments
As for Textile for Textile for Propane
Reported Transactions Transactions Transactions Pro Forma
-------- ------------ ------------ ------------ ---------
(In thousands)
ASSETS
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents................. $ 41,000 $ 251,379 (b) $ 113,896 $ 118,200 (g) $ 220,497
(212,733) (e) 121,500 (h)
34,250 (f) (133,099) (i)
Receivables............................... 184,740 (99,834) (a) 84,906 -- 84,906
Inventories............................... 125,737 (72,496) (a) 53,241 -- 53,241
Deferred income tax benefit............... 9,003 7,746 (c) 16,749 -- 16,749
Prepaid expenses and other current assets 14,631 (3,015) (a) 11,616 -- 11,616
---------- ---------- --------- ---------- ---------
Total current assets................. 375,111 (94,703) 280,408 106,601 387,009
Investment in the Textile Business........... -- 258,920 (a) -- -- --
(258,920) (b)
Properties, net.............................. 326,570 (111,703) (a) 214,867 -- 214,867
Unamortized costs in excess of net assets of
acquired companies......................... 225,528 (8,190) (a) 217,338 -- 217,338
Trademarks................................... 56,146 -- 56,146 -- 56,146
Deferred costs and other assets.............. 53,837 (95) (a) 49,329 3,500 (h) 48,419
(6,163) (e) (4,410) (i)
1,750 (f)
---------- ---------- --------- ---------- ----------
$1,037,192 $ (219,104) $ 818,088 $ 105,691 $ 923,779
========== ========== ========= ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt......... $ 44,255 $ (14,473) (e) $ 32,032 $ (10,722) (i) 21,310
2,250 (f)
Accounts payable.......................... 60,050 (23,298) (a) 36,752 -- 36,752
Accrued expenses.......................... 107,075 (12,095) (a) 100,231 (1,764) (i) 98,467
27,983 (c)
(18,272) (d)
(4,460) (e)
---------- ---------- --------- ---------- ----------
Total current liabilities............ 211,380 (42,365) 169,015 (12,486) 156,529
---------- ---------- --------- ---------- ----------
Long-term debt............................... 757,387 (192,637) (e) 598,500 125,000 (h) 601,123
33,750 (f) (122,377) (i)
Deferred income taxes........................ 23,417 (19,988) (c) 21,701 29,882 (g) 51,583
18,272 (d)
Deferred income and other liabilities........ 24,210 (1,020) (a) 23,190 -- 23,190
Minority interest............................ -- -- -- 32,823 (g) 32,823
Stockholders' equity:
Common stock.............................. 3,398 -- 3,398 -- 3,398
Additional paid-in capital................ 161,464 -- 161,464 -- 161,464
Accumulated deficit....................... (97,525) (7,541) (b) (112,641) 55,495 (g) (59,792)
(249) (c) (2,646) (i)
(7,326) (e)
Treasury stock............................ (45,911) -- (45,911) -- (45,911)
Other ................................. (628) -- (628) -- (628)
---------- ---------- ---------- ----------- -----------
Total stockholders' equity........... 20,798 (15,116) 5,682 52,849 58,531
---------- ---------- ---------- ----------- -----------
$1,037,192 $ (219,104) $ 818,088 $ 105,691 $ 923,779
========== ========== ========== =========== ===========
</TABLE>
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
(a) To reclassify the assets and liabilities of the Textile Business as of
March 31, 1996, which were sold or assumed in connection with the sale of the
Textile Business on April 29, 1996, as "Investment in the Textile Business".
(b) To reflect the estimated net proceeds from the sale of the Textile
Business of $251,379,000 ($257,269,000 sale price less the payment of estimated
expenses related to the transaction of $5,890,000), the disposition of the
"Investment in the Textile Business" and the then-resulting pretax loss, based
on March 31, 1996 balances, of $7,541,000. Due to changes in the balances of
assets and liabilities sold or assumed through the April 29, 1996 closing date,
the actual impact of the sale will differ from the $251,379,000 net proceeds and
the $7,541,000 pretax loss above. Based on estimates and subject to post-closing
adjustments, the impact of the sale as of the April 29, 1996 closing date is
expected to result from breakeven to a loss of less than the $7,541,000.
(c) To reflect a provision for income taxes of $249,000 on the $7,541,000
pretax loss resulting from the sale of the Textile Business noted in (b) above
(of which $8,190,000 represents the write-off of "Goodwill" which has no tax
benefit). Such provision consists of a $27,983,000 income tax liability
resulting from the gain for tax purposes on the sale of the Textile Business
estimated as of March 31, 1996 partially offset by $27,734,000 from the release
of deferred income tax liabilities of the Textile Business (consisting of
$7,746,000 classified as current and $19,988,000 as noncurrent).
(d) To reclassify the deferred income tax benefit as a result of the
utilization of a portion of the Company's net operating loss carryforwards
($18,272,000), the benefit of which had been previously recorded in "Deferred
income taxes".
(e) To reflect (i) the repayment of all long-term debt of the Textile
Business ($207,110,000 as of March 31, 1996 consisting of $14,473,000 classified
as current and $192,637,000 classified as noncurrent) repaid concurrently with
the sale of such business and (ii) an extraordinary charge of $7,326,000 for the
write-off of related unamortized deferred financing costs of $6,163,000 and the
payment of related prepayment penalties of $5,623,000 less income tax benefit of
$4,460,000.
(f) To reflect the receipt of the net proceeds from the initial $36,000,000
borrowing (consisting of $2,250,000 classified as current and $33,750,000
classified as noncurrent) under the Patrick financing, less approximately
$1,750,000 of deferred financing costs.
(g) To reflect (i) the estimated net proceeds of $118,200,000 from the sale
of 6,190,476 common units of the Partnership (55.4%), at an offering price of
$21.00 per common unit, net of $11,800,000 of underwriting discount and other
expenses related to such sale and (ii) the estimated gain of $55,495,000 to be
realized on such sale consisting of the $85,377,000 excess of the $118,200,000
net proceeds from the sale over the $32,823,000 historical cost of the minority
equity in the Partnership, less income taxes on the gain of $29,882,000. The
entire equity in the Partnership has been allocated to the minority interest
since at July 2, 1996, upon liquidation, the common unit holders would be
entitled to substantially all of such Partnership equity. Due to changes in the
carrying value of the 55.4% investment in the Partnership sold through the July
2, 1996 closing date, the actual impact of the sale of the common units will
differ from the $85,377,000 pretax gain above. Based on estimates, the actual
pre-tax gain on the sale is expected to result from $75,000,000 to the
$85,377,000 current estimate.
(h) To reflect $125,000,000 of first mortgage notes (the "First Mortgage
Notes") issued July 2, 1996 by National Propane and assumed by the Partnership
and the payment of estimated related deferred financing costs of $3,500,000.
(i) To reflect (i) the repayment of all borrowings under National Propane's
then existing bank credit facility as well as certain other indebtedness
(aggregating $133,099,000 as of March 31, 1996 consisting of $10,722,000
classified as current and $122,377,000 classified as noncurrent) and (ii) an
extraordinary charge of $2,646,000 for the write-off of related deferred
financing costs of $4,410,000 less income tax benefit of $1,764,000.
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
Adjustments Pro Forma Adjustments
As for Textile for Textile for Propane
Reported Transactions Transactions Transactions Pro Forma
-------- ------------ ------------ ------------ ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales .................................... $1,128,390 $(476,706) (a) $651,684 $ -- $651,684
Royalties, franchise fees and other revenues.. 55,831 -- 55,831 -- 55,831
---------- ---------- -------- ---------- --------
1,184,221 (476,706) 707,515 -- 707,515
---------- ---------- -------- ---------- --------
Costs and expenses:
Cost of sales ................................ 859,928 (432,370) (a) 427,558 -- 427,558
Advertising, selling and distribution......... 129,164 (9,177) (a) 119,987 -- 119,987
General and administrative ................... 146,493 (16,446) (a) 130,047 1,500 (e) 131,547
Reduction in carrying value of long-lived
assets impaired or to be disposed of....... 14,647 -- 14,647 -- 14,647
---------- ---------- --------- -------- --------
1,150,232 (457,993) 692,239 1,500 693,739
---------- ---------- -------- -------- --------
Operating profit ........................ 33,989 (18,713) 15,276 (1,500) 13,776
Interest expense ................................ (84,227) 21,152 (a) (63,288) 379 (f) (57,579)
(3,678) (b) 5,330 (g)
3,465 (c)
Other income, net ............................... 12,214 (2,148) (a) 10,066 -- 10,066
---------- ---------- --------- ---------- --------
Loss before income taxes and
minority interest ..................... (38,024) 78 (37,946) 4,209 (33,737)
Benefit from (provision for) income taxes ....... 1,030 (2,848) (a) (1,736) 2,224 (h) 488
82 (d)
---------- ---------- --------- --------- ---------
Loss before minority interest............ (36,994) (2,688) (39,682) 6,433 (33,249)
Minority interest ............................... -- -- -- (6,021) (i) (6,021)
---------- ---------- --------- --------- ---------
Net loss ................................ $ (36,994) $ (2,688) $ (39,682) $ 412 $ (39,270)
========== ========== ========= ========= =========
Net loss per share ..................... $ (1.24) $ (1.33) $ (1.32)
========== ========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1996
Adjustments Pro Forma Adjustments
As for Textile for Textile for Propane
Reported Transactions Transactions Transactions Pro Forma
-------- ------------ ------------ ------------ ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales .................................... $316,441 $(113,744) (a) $202,697 $ -- $202,697
Royalties, franchise fees and other revenues.. 12,452 -- 12,452 -- 12,452
--------- ------------ -------- --------- ---------
328,893 (113,744) 215,149 -- 215,149
-------- --------- -------- --------- --------
Costs and expenses:
Cost of sales ................................ 235,923 (102,017) (a) 133,906 -- 133,906
Advertising, selling and distribution ........ 32,508 (2,850) (a) 29,658 -- 29,658
General and administrative ................... 35,042 (4,527) (a) 30,515 375 (e) 30,890
--------- ---------- --------- ------- --------
303,473 (109,394) 194,079 375 194,454
-------- --------- -------- ------- --------
Operating profit 25,420 (4,350) 21,070 (375) 20,695
Interest expense (22,141) 5,276 (a) (16,751) 328 (f) (15,090)
(797) (b) 1,333 (g)
911 (c)
Other income 1,238 (64) (a) 1,174 -- 1,174
--------- ----------- --------- --------- ---------
Income before income taxes, minority
interest and extraordinary charge 4,517 976 5,493 1,286 6,779
Provision for income taxes (2,732) (270) (a) (3,045) 2,056 (h) (989)
(43) (d)
Income before extraordinary charge 1,785 663 2,448 3,342 5,790
Minority interest -- -- -- (6,313) (i) (6,313)
--------- ----------- --------- -------- ---------
Income (loss) before extraordinary charge $ 1,785 $ 663 $ 2,448 $ (2,971) $ (523)
========= =========== ========= ======== =========
Income (loss) before extraordinary charge
per share $ 0.06 $ 0.08 $ (0.02)
========== ========= =========
</TABLE>
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Continued)
(a) To eliminate the revenues, expenses, provision for income taxes
(including a $2,500,000 provision in the year ended December 31, 1995 for income
tax contingencies and other tax matters) and the net loss of the Company's
textile segment (consisting of the Textile Business and Patrick) attributable to
the sale of the Textile Business.
(b) Represents adjustments to interest expense as follows:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1995 1996
---- ----
(In thousands)
<S> <C> <C>
Interest expense on borrowings under the Patrick refinancing (weighted
average interest rates of 9.49% and 8.49%, respectively) ......... $(3,310) $ (709)
Amortization of deferred financing costs associated with the
Patrick financing ................................................ (368) (88)
------- -------
$(3,678) $ (797)
======= =======
</TABLE>
(c) To reflect a reduction of consolidated interest expense at an estimated
annual rate of 5% for assumed reductions in consolidated debt other than debt
related to Graniteville from (i) the excess of the estimated net proceeds
received from the sale of the Textile Business over the Textile Business debt
repayments and related prepayment penalties which as of December 31, 1995 and
March 31, 1996 would have amounted to $35,043,000 and $38,646,000, respectively,
and (ii) the $34,250,000 excess of proceeds over the payment of related
financing costs from the Patrick financing.
(d) To reflect the tax effect of entries (b) and (c) above.
(e) To reflect the estimated stand-alone general and administrative costs
associated with the Partnership. The following are primarily based on actual
quotes for third party services and salary levels commensurate with the market:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1995 1996
---- ----
(In thousands)
<S> <C> <C>
Cost of tax return preparation and recordkeeping.............................. $ 250 $ 63
Audit and legal services...................................................... 250 62
Investor relations............................................................ 200 50
Insurance..................................................................... 200 50
Registrar and stock exchange fees............................................. 125 31
Direct charges from Triarc.................................................... 175 44
Other......................................................................... 300 75
------ ----
$1,500 $375
====== ====
</TABLE>
(f) Represents adjustments to interest expense as follows:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1995 1996
---- ----
(In thousands)
<S> <C> <C>
Interest expense on National Propane's existing bank credit facility and
certain other indebtedness repaid....................................... $10,099 $2,796
Amortization of deferred financing costs associated with the repaid debt... 1,305 289
Interest expense on the 8.54% First Mortgage Notes ........................ (10,675) (2,669)
Amortization of deferred financing costs associated with the First
Mortgage Notes.......................................................... (350) (88)
-------- ------
$ 379 $ 328
======== ======
</TABLE>
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Continued)
(g) To reflect a reduction of consolidated interest expense at an estimated
annual rate of 5% for assumed reductions in consolidated debt other than debt
related to the Partnership from the excess of the estimated net proceeds
received from the issuance of the common units and the First Mortgage Notes over
the National Propane debt repayments which as of March 31, 1996 would have been
$106,601,000.
(h) Represents adjustments to benefit from (provision for) income taxes as
follows:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1995 1996
---- ----
(In thousands)
<S> <C> <C>
Reduction in taxes for 55.4% of the portion of the consolidated tax
provision relating to National Propane (exclusive of the tax effect on
$3,000,000 of management fees which will be incurred by Triarc but no
longer charged to the Partnership and estimated
corporate income taxes with respect to a corporate subsidiary
of the Partnership which will conduct certain of the
Partnership's operations) since such taxes will be borne
by the partners and not the Partnership ....................................... $ 2,849 $ 2,249
Benefit from taxes on the Adjustments for Propane Transactions (e) and (f)
to the extent of the Company's 44.6% interest in the Partnership............... 175 7
Provision for taxes on the entire Adjustment for Propane Transactions (g)......... (1,865) (466)
Benefit from Triarc's $5,500,000 interest expense on the $40,700,000 Partnership
Loan less Triarc's 44.6% interest in the related Partnership income............ 1,065 266
--------- ----------
$ 2,224 $ 2,056
========= =========
</TABLE>
(i) To reflect minority interest expense relating to the common unit
holders' 55.4% interest in the Partnership's pro forma net income of $10,865,000
and $11,392,000, respectively, as follows:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1995 1996
---- ----
(In thousands)
<S> <C> <C>
National Propane net income (loss)................................................$ (605) $ 5,517
Adjustments for Propane Transactions (e) and (f).................................. (1,121) (47)
Interest income on the Partnership Loan........................................... 5,500 1,375
Reduction in management fees charged to the Partnership........................... 3,000 750
Elimination of substantially all of the National Propane tax provision since
such taxes will be principally borne by the partners .......................... 4,091 3,797
---------- ---------
10,865 11,392
Common unit holders' interest in the Partnership.................................. .554 .554
----------- ----------
$ 6,021 $ 6,313
========== =========
</TABLE>
<PAGE>
(c) Exhibits
1.1 Form Of Purchase Agreement Among National Propane Partners, L.p.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Donaldson,Lufkin & Jenrette Securities Corporation,
Janney Montgomery Scott Inc., Rauscher Pierce Refsnes, Inc. And The
Robinson-humphrey Company, Inc. Is Incorporated Herein By Reference
To Exhibit 1.1 Of Amendment 4 To The Registration Statement On Form
S-1 Of National Propane Partners, L.p. (No. 333-2768).
2.1 Form of Contribution and Assumption Agreement among National Propane
Partners, L.P., National Propane Corporation, National Propane SGP,
Inc. and National Sales and Service, Inc. is incorporated herein by
reference to Exhibit 10.13 of Amendment 4 to the Registration
Statement on Form S-1 of National Propane Partners, L.P.
(No. 333-2768).
2.2 Form of Conveyance, Contribution and Assumption Agreement among
National Propane Partners, L.P., National Propane Corporation and
National Propane SGP, Inc. is incorporated herein by reference to
Exhibit 10.3 of Amendment 4 to the Registration Statement on Form
S-1 of National Propane Partners, L.P. (No. 333-2768).
3.1 Form of Amended and Restated Agreement of Limited Partnership of
National Propane Partners, L.P. is incorporated herein by reference
to Exhibit 3.1 of Amendment 4 to the Registration Statement on Form
S-1 of National Propane Partners, L.P.
(No. 333-2768).
3.2 Form of Amended and Restated Agreement of Limited Partnership of
National Propane, L.P. is incorporated herein by reference to
Exhibit 3.2 of Amendment 4 to the Registration Statement on Form S-1
of National Propane Partners, L.P. (No. 333-2768).
10.1 Form of Partnership Loan Note between Triarc Companies, Inc. and
National Propane L.P. is incorporated herein by reference to Exhibit
10.4 of Amendment 4 to the Registration Statement on Form S-1 of
National Propane Partners, L.P.(No. 333-2768).
