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 National Propane Partners, L.P. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 42-1453040 - ---------------------------------------------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) Suite 1700, IES TOWER 200 1st Street, S.E. P.O. Box 2067 Cedar Rapids, Iowa 52401-2067 - ---------------------------------------------------------------------------------------------------------------------- (address of principal executive offices) (Zip Code) 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(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. Securities to be registered pursuant to Section 12(g) of the Act: NONE ---------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered A description of the common units representing limited partner interests in National 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. 3 to the Registrant's Registration Statement on Form S-1 (No. 333-2768) filed with the Securities and Exchange Commission on June 11, 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.3 to the Registrant's Registration Statement on Form S-1 (No. 333-2768) filed with the Securities and Exchange Commission on June 11, 1996. 2. Amended and Restated Certificate of Limited Partnership of Registrant. 3. Form of Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A in the prospectus included in the Registration Statement on Form S-1 referenced above. 4. Form of Common Unit Certificate, which is included as Exhibit A to Appendix A in the prospectus included in the Registration Statement on Form S-1 referenced above. 2 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: June 24, 1996 National Propane Partners, L.P. By: National Propane Corporation, as General Partner By: /s/ RONALD R. ROMINIECKI ____________________________________ Name: Ronald R. Rominiecki Title: Senior Vice President and Chief Financial Officer 3