SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 ________________________ DATE OF THE EARLIEST EVENT REPORTED: NOVEMBER 5, 1996 NATIONAL PROPANE PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-11867 42-1453040 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) SUITE 1700, IES TOWER, 200 1ST STREET, S.E. CEDAR RAPIDS, IOWA 52401-1409 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (319) 365-1550 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 7. FINANCIAL STATEMENT AND EXHIBITS Filed herewith are certain agreements and documents entered into by or otherwise relating to the Registrant and its subsidiaries. (c) Exhibits 10.1 Consent, waiver and amendment dated November 5, 1996 with respect to (1) the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26, 1996, among National Propane, L.P. and each of the Purchasers listed in Schedule A thereto relating to $125 million aggregate principal amount of 8.54% First Mortgage Notes due June 30, 2010. 10.2 Second consent, waiver and amendment dated January 14, 1997 with respect to (1) the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26, 1996, among National Propane, L.P. and each of the Purchasers listed in Schedule A thereto relating to $125 million aggregate principal amount of 8.54% First Mortgage Notes due June 30, 2010. 10.3 First Amendment dated as of March 27, 1997 to the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc. as syndication agent. SIGNATURE 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 thereunto duly authorized. NATIONAL PROPANE PARTNERS, L.P. By: NATIONAL PROPANE CORPORATION, AS MANAGING GENERAL PARTNER By: /s/ Ronald R. Rominiecki __________________________________ Name: Ronald R. Rominiecki Title: Senior Vice President and Chief Financial Officer Date: March 28, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. ___________ _______________________________________________________________________________________________ _______ 10.1 Consent, waiver and amendment dated November 5, 1996 with respect to (1) the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26, 1996, among National Propane, L.P. and each of the Purchasers listed in Schedule A thereto relating to $125 million aggregate principal amount of 8.54% First Mortgage Notes due June 30, 2010. 10.2 Second consent, waiver and amendment dated January 14, 1997 with respect to (1) the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26, 1996, among National Propane, L.P. and each of the Purchasers listed in Schedule A thereto relating to $125 million aggregate principal amount of 8.54% First Mortgage Notes due June 30, 2010. 10.3 First Amendment dated as of March 27, 1997 to the Credit Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities, Inc. as syndication agent.