UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-11867
NOTIFICATION OF LATE FILING
(Check One): [ ] FORM 10-K and Form 10-KSB [ ] FORM 20-F
[ ] FORM 11-K
[X] FORM 10-Q and Form 10-QSB [ ] FORM N-SAR
For Period Ended: June 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: _______________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
Part I. Registrant Information
Full name of registrant: National Propane Partners, L.P.
Former name if applicable: Not Applicable
Address of principal executive
office (street and number): 200 First Street
City, State and Zip Code: IES Tower
Suite 1700
Cedar Rapids, IA 52401-1409
Part II. Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or
Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if
applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
necessary).
The preparation of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 could not be completed by the prescribed
filing date of August 14, 1996 without unreasonable effort or expense as a
result of the following:
As a result of an initial public offering of Common Units representing
limited partner interests in the Registrant pursuant to a registration
statement on Form S-1 which went effective June 26, 1996, the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1996 (the
'Form 10-Q') is the Registrant's first such filing. Due to the nature of
the transaction such filing is complex and is required to include (i)
condensed consolidated financial statements of the Registrant for the
period March 13, 1996, the date of its inception, through June 30,
1996, including pro forma condensed consolidated financial statements of
the Registrant for the three and six month periods ended June 30, 1996
reflecting the initial public offering, the conveyance of substantially
all of the assets and liabilities of the predecessor corporation,
National Propane Corporation, and certain other adjustments and (ii)
condensed consolidated financial statements of the predecessor
corporation for the six month periods ended June 30, 1995 and 1996,
including pro forma condensed consolidated balance sheets of the
predecessor corporation as of June 30, 1996 reflecting the conveyance of
substantially all of the assets and liabilities of the predecessor
corporation to the Registrant and certain other adjustments. The
Registrant commenced operations effective July 1, 1996. As such, the
Registrant's Annual Report on Form 10-K will require on an audited
basis certain of the same financial statements of the predecessor
corporation as included in its Form 10-Q. As a consequence, the
Registrant's independent public accountants are applying extended
procedures on such financial statements than would otherwise be
necessary. Additionally, the initial public offering has (i)
necessitated the creation of books and records for several new entities
and (ii) caused certain complex accounting issues to arise which were
required to be resolved prior to the completion of the Form 10-Q. Due to
the above, the Registrant has not been able to finalize its consolidated
financial statements on Form 10-Q for the quarterly period ended June
30, 1996 without unreasonable effort or expense.
For the above-stated reason, the preparation of the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1996, including the
condensed consolidated financial statements to be included therein, could not be
completed by the prescribed filing date of August 14, 1996 without unreasonable
effort or expense.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Ronald R. Rominiecki 319 365-1550
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
This will be the Registrant's First Filing.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
National Propane Partners, L.P.
--------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 1996 By: /S/ Ronald R. Rominiecki
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Ronald R. Rominiecki
Senior Vice President and
Chief Financial Officer