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 event reported) 12/28/97
FFP Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-09510 75-2147570
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
2801 Glenda Avenue, Fort Worth Texas 76117-4391
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 838-4700
______________________________________________________________
(Former name or former address, if changed from last report)
Item 1. Changes in Control of the Registrant
(a) On December 28, 1997, pursuant to a vote of its unitholders on
December 26, 1997, FFP Partners, L.P. (the "Partnership") completed a
restructuring (the "Restructuring") by which the activities previously
conducted by the Partnership were separated into two groups. After the
Restructuring, the Partnership continues to hold the real estate assets
previously used in its retail operations; the fuel and merchandise marketing
assets are held and those businesses as well as the other businesses
previously conducted by the Partnership are now conducted by FFP Marketing
Company, Inc. (the "Marketing Company"), the shares of which are traded on
the American Stock Exchange under the symbol "FMM". As a consequence of the
Restructuring, control of the Partnership by various persons and entities has
changed.
The Restructuring was accomplished by separating the Partnership's real
estate activities from its fuel and merchandise marketing activities in a
series of steps. FFP Operating Partners, L.P. (the "Operating Partnership")
distributed substantially all the real estate it owned directly to its
partners proportionately. As a result, the Partnership directly received
ninety-nine (99%) of the real estate and FFP Partners Management Company,
Inc. ("FFPMC") received one percent (1%) of the real estate. The Partnership
and FFPMC then contributed the real estate to FFP Properties L.P., ("FFP
Properties") in exchange for the same proportionate interest in FFP
Properties. FFP Partners Management Company, Inc., then transferred its one
percent (1%) general partner interest in FFP Partners to FFP Real Estate
Trust (the "REIT") in exchange for 37,416 REIT shares.
The Partnership and the Partnership's general partner (in its capacity
as the general partner of the Operating Partnership) then contributed their
interests in the Operating Partnership to the Marketing Company in exchange
for all of the outstanding stock of the Marketing Company. The Partnership,
the ninety-nine percent (99%) limited partner of the Operating Partnership,
received 3,741,621 (99%) of the Marketing Company shares and FFPMC, the one
percent (1%) general partner of the Operating Partnership, received 37,794
(1%) of the Marketing Company shares. The Partnership then distributed all
of the Marketing Company shares that it owned to its partners pro rata. The
number of Marketing Company shares distributed was determined solely by
reference to the equivalent number of outstanding units of the Partnership
and general partner interests. Each current unitholder ("Unitholder") owns
the same number of Marketing Company shares as the number of units of the
Partnership ("FFP Units") such Unitholder owned prior to the Restructuring.
In addition, in redemption of its interest in the Partnership, certain
corporations, partnerships and trusts associated with the family of John H.
Harvison (collectively, the "Harvison Family") surrendered to the Partnership
1,469,943 Units, which represent thirty-nine percent (39%) of the limited
partner interests in the Partnership, in exchange for 1,469,943 units in FFP
Properties, which represented thirty-nine percent (39%) of the limited
partner interests in FFP Properties.
After the Restructuring, each current Unitholder continues to own the
same number of units, which will remain listed for trading on the American
Stock Exchange (except the Harvison Family which will own an equivalent
number of units of FFP Properties).
Prior to the Restructuring, FFPMC held a one percent (1%) general
partner interest in the Partnership. The Harvison Family owned a thirty-nine
percent (39%) limited partner interest in the Partnership. Holders of units
(the "Unitholders") collectively held a sixty percent (60%) limited partner
interest in the Partnership.
As a result of the transactions effected by the Restructuring,
following the Restructuring, the Unitholders collectively hold a ninety-eight
percent (98%) limited partner interest in the Partnership; FFP Real Estate
Trust, a Texas real estate investment trust (the "REIT") now holds a two
percent (2%) general partner interest in the Partnership and the Harvison
Family holds a 40% interest in FFP Properties. A complete description of the
beneficial ownership of the Partnership before and after the Restructuring
follows under Item 1(b) hereof.
(b) The following table sets forth the beneficial ownership in the
Partnership before and after the Restructuring.
Before the Restructuring After the Restructuring
------------------------ -----------------------
Name and Address Number of FFP Percent Number of FFP Percent
of Beneficial Units Owned Owned Units Owned Owned
Owner(1) Beneficially Beneficially Beneficially Beneficially
(2) (2)
John H. Harvison 1,509,943 (3) 40.3% 40,000 (16) 1.8%
Robert J. Byrnes 51,833 (4) 1.4% 35,000 (16) 1.5%
Steven B. Hawkins 26,300 (5) 0.7% 26,300 (5) 1.2%
J.D. St. Clair 118,417 (6) 3.2% 35,000 (17) 1.6%
Michael Triantafellou 6,666 (7) 0.2% 6,666 (7) 0.3%
Robert E. Garrison, II 86,805 (8) 2.3% 86,805 (8) 3.9%
John W. Hughes 0 0.0% 0 0.0%
Garland R. McDonald 257,667 (9) 6.9% 63,500 (18) 2.8%
John D. Harvison 1,486,610 (10) 40.0% 16,667 (16) 0.7%
E. Michael Gregory 16,667 (11) 0.4% 16,667 (11) 0.7%
Joseph F. Leonardo 0 0.0% 0 0.0%
Randall W. Harvison 1,469,943 (12) 39.7% 0 0.0%
Edmund & Mary Shea Real
Property Trust 126,700 3.4% 126,700 5.7%
7HBF, Ltd 699,333 (13) 18.9% 0 0.0%
HBF Financial, Ltd. 738,443 (14) 19.9% 0 0.0%
All directors and
executive officers,
as a group, of FFP's
general partner 1,796,548 (15) 48.5% 188,105 8.4%
(10 persons before
and 6 persons after
the restructuring)
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(1) All the principal unitholders of FFP Partners may be contacted at FFP
Partners' offices, 2801 Glenda Avenue, Fort Worth, Texas 76117-4391.
(2) Based on 3,704,205 issued and outstanding FFP units at December 5,
1997, and 2,234,262 FFP units outstanding after the Restructuring. FFP
units that an individual has the right to acquire within 60 days
pursuant to the exercise of options are deemed to be outstanding for
the purpose of computing the percentage ownership of such individual
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person or group shown in the table.
Class A Units and Class B Units have been combined for purposes of
calculating the percent beneficially owned because each class has
identical voting and economic rights.
(3) Includes options to acquire 40,000 Class A Units. Also includes
524,333 and Class A Units and 175,000 Class B Units beneficially owned
by 7HBF, Ltd. (a Texas limited partnership of which John H. Harvison
and members of his family are partners); 738,443 Class A Units
beneficially owned by HBF Financial, Ltd. (a Texas limited liability
company which is 98%-owned by trusts for the benefit of the children of
John H. Harvison); and 32,167 Class A Units owned by a company of which
John H. Harvison is an officer and director and one-third of which is
owned by trusts for the benefit of his children. 7HBF, Ltd., may be
deemed to share beneficial ownership of 144,417 Units with Garland R.
McDonald, 49,750 Units with Garland R. McDonald and Barbara J. Smith
(John H. Harvison's sister), 83,417 Units with J. D. St. Clair, and
16,833 Units with Robert J. Byrnes. The beneficial ownership of the
175,000 Class B Units is in dispute based on the prior ownership of
Economy Oil Company, the record holder of the units. The dispute is
being resolved in the State District Court of Texas.
(4) Includes options to acquire 35,000 Class A Units; also includes 16,833
Class A Units held by a company of which Mr. Byrnes is a director,
executive officer, and 50% owner. Mr. Byrnes may be deemed to share
beneficial ownership of the 16,833 Class A Units with 7HBF Financial,
Ltd.
(5) Includes options to acquire 25,000 Class A Units and 1,300 Class A
Units held by an Individual Retirement Account for the benefit of Mr.
Hawkins.
(6) Includes options to acquire 30,000 Class A Units and 5,000 Class A
Units held directly; also includes 83,417 Class A Units held by a
company of which Mr. St. Clair is a director, executive officer, and a
one-third owner. Mr. St. Clair may be deemed to share beneficial
ownership of the 83,417 Class A Units with 7HBF Financial, Ltd.
(7) Consists of options to acquire 6,666 Class A Units.
(8) Includes 79,751 Class A Units held directly and 7,054 Class A Units
held by an Individual Retirement Account for the benefit of Mr.
Garrison.
(9) Includes options to acquire 25,000 Class A Units; also includes 194,167
Class A Units held by two companies of which Mr. McDonald is a
director, executive officer, and a 50% owner; also includes 38,500
Class A Units. Mr. McDonald may be deemed to share beneficial
ownership of 144,417 Class A Units with 7HBF, Ltd., and of 49,750 Units
with 7HBF, Ltd., and Barbara J. Smith (John H. Harvison's sister).
(10) Includes options to acquire 16,667 Class A Units; also includes 524,333
Class A Units and 175,000 Class B Units beneficially owned by 7HBF,
Ltd. (a Texas limited partnership of which John D. Harvison and members
of his family are partners); and 738,443 Class A Units beneficially
owned by HBF Financial, Ltd. (a Texas limited liability company which
is 98%-owned by trusts for the benefit of the siblings of John D.
Harvison); and 32,167 Class A Units owned by a company one-third of
which is owned by trusts for the benefit of John D. Harvison and his
siblings. 7HBF, Ltd., may be deemed to share beneficial ownership of
144,417 Units with Garland R. McDonald, 49,750 Units with Garland R.
McDonald and Barbara J. Smith (John H. Harvison's sister), 83,417 Units
with J. D. St. Clair, and 16,833 Units with Robert J. Byrnes. The
beneficial ownership of the 175,000 Class B Units is in dispute based
on the prior ownership of Economy Oil Company, the record holder of the
units. The dispute is being resolved in the State District Court of
Texas.
(11) Consists of options to acquire 16,667 Class A Units.
(12) Includes 524,333 Class A Units and 175,000 Class B Units beneficially
owned by 7HBF, Ltd. (a Texas limited partnership of which Randall W.
Harvison and members of his family are partners); and 738,443 Class A
Units beneficially owned by HBF Financial, Ltd. (a Texas limited
liability company which is 98%-owned by trusts for the benefit of the
siblings of Randall W. Harvison); and 32,167 Class A Units owned by a
company one-third of which is owned by trusts for the benefit of
Randall W. Harvison and his siblings. 7HBF, Ltd., may be deemed to
share beneficial ownership of 144,417 Units with Garland R. McDonald,
49,750 Units with Garland R. McDonald and Barbara J. Smith (John H.
Harvison's sister), 83,417 Units and 83,417 Marketing Company shares
with J. D. St. Clair, and 16,833 Units with Robert J. Byrnes. The
beneficial ownership of the 175,000 Class B Units is in dispute based
on the prior ownership of Economy Oil Company, the record holder of the
units. The dispute is being resolved in the State District Court of
Texas.
(13) Includes 524,333 Class A Units and 175,000 Class B Units owned by eight
companies which are owned or controlled by 7HBF, Ltd., a limited
partnership owned by John H. Harvison and members of his immediate
family. 7HBF, Ltd., may be deemed to share beneficial ownership of
144,417 Units with Garland R. McDonald, 49,750 Units with Garland R.
McDonald and Barbara J. Smith (John H. Harvison's sister), 83,417 Units
and 83,417 Marketing Company shares with J.D. St. Clair, and 16,833
Units with Robert J. Byrnes.
(14) Includes 738,443 Class A Units owned by a company which is owned by HBF
Financial, Ltd., a limited liability company 98%, owned by trusts for
the benefit of the children of John H. Harvison and 2%, owned by one of
his sisters. In addition, HBF Financial, Ltd., owns 31% of the general
partner of 7HBF, Ltd.
(15) Includes the Units discussed in notes 13 and 14.
(16) Consists of options to acquire Class A Units of FFP Partners, L.P.
(17) Consists of 5,000 Class A Units held directly and options to acquire
30,000 Class A Units.
(18) Consists of options to acquire 25,000 Class A Units of FFP Partners and
38,500 Class A Units held by an Individual Retirement Account for the
benefit of Mr. McDonald.
Item 2. Acquisition or Disposition of Assets
The transactions described in Item 1 also constituted a disposition of
significant assets by the Partnership to FFP Marketing.
After the Restructuring, the REIT (as defined in Item 1, above) as the
new General Partner of the Partnership (see Item 5, below), and FFP Marketing
will have certain individuals who serve on both the Board of Trust Managers
of the REIT and on the Board of Directors of FFP Marketing. The
relationships between the various entities and individuals both before and
after the Restructuring is described more fully in Definitive Schedule 14A of
the Partnership filed with the Securities and Exchange Commission (the
"Commission") on December 10, 1997, and incorporated herein by reference.
Item 5. Other Events
In addition to the transactions described in Items 1 and 2, above, the
General Partner of the Partnership has changed. FFPMC was replaced by the
REIT as the incoming General Partner of the Partnership.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
Not applicable.
(b) Pro forma financial information.
The pro forma financial statements of the Registrant are
set forth on pages 21-25 of the Definitive Schedule 14A of the
Partnership filed with the Commission on December 10, 1997, and
are incorporated herein by reference.
(c) Exhibits.
2.1 Restructuring Agreement dated as of December 28, 1997.
3.1 Amended and Restated Certificate of Limited Partnership of FFP
Partners, L.P.
4.1 Third Amendment dated December 28, 1997, to the Amended and
Restated Agreement of Limited Partnership of FFP Partners, L.P.
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 hereunto duly authorized.
FFP PARTNERS L.P.
(Registrant)
Date: January 12, 1998 By: /s/Steven B. Hawkins
Steven B. Hawkins, Vice President