UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-11867
NOTIFICATION OF LATE FILING
(Check One [X] FORM 10-K and Form 10-KSB [ ] FORM 20-F
[ ] FORM 11-K
[ ] FORM 10-Q and Form 10-QSB [ ] FORM N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10Q
[ ] 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 relatNot Applicable
Part 1. 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, SE, Alliant Tower, Suite 1700
City, State, and Zip Code: 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 Form10-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 Annual Report on Form 10-K (the
"Form 10-K") for the year ended December 31, 1998 could not be completed by the
prescribed filing date of March 31, 1999 without unreasonable effort or expense
as a result of the following:
National Propane Corporation, the Managing General Partner of the
Registrant, is currently engaged in negotiations with an independent third
party (the "Purchaser") to execute a definitive agreement (the "Agreement")
whereby the Purchaser will acquire all, or substantially all,
of the ownership interests of the Registrant including substantially all of the
Managing General Partner's ownership interests in the Registrant (the
"Partnership Sale"). In addition, the Registrant was not in compliance with a
covenant under its bank credit facility at December 31, 1998 and is forecasting
non-compliance with the same covenant as of March 31, 1999. The Registrant has
received an unconditional waiver of such non-compliance from the credit facility
lenders with respect to the non-compliance at December 31, 1998 and a
conditional waiver with respect to future covenant non-compliance through August
31, 1999. A number of the conditions to the waiver are directly related to the
Partnership Sale. As such, the Registrant's disclosures could be materially
different upon execution of the Agreement. In addition, certain key personnel
of the Registrant integral to the completion of the Form 10-K are also integral
to the completion of the Agreement and, as such, these key personnel have been
required to expend a significant amount of time completing the agreement and
have been unable to devote the necessary time to the completion of the
Form 10-K.
If the Agreement is executed prior to April 15, 1999 the Registrant's
disclosures within its Form 10-K will be reflective of this Agreement.
Due to the above factors, the Registrant has been unable to finalize its
Annual Report on Form 10-K for the year ended December 31, 1998 without
unreasonable effort or expense.
For the above-stated reasons, the preparation of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998, including the audited
consolidated
financial statements to be included therein, could not be completed by the
prescribed filing date of March 31, 1999 without unreasonable effort or expense.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
R. Brooks Sherman 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).
[X] Yes [ ] No
(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?
[X] Yes [ ] No
See Annex A
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: March 31, 1999 By: /s/ R. Brooks Sherman
______________________
R. Brooks Sherman
Vice President and
Chief Financial Officer
ANNEX A
For the reasons stated in Part III to this Form 12b-25, the consolidated
financial statements of the Registrant for the year ended December 31, 1998 have
not been completed. The Registrant, however, expects to report in its Annual
Report on Form 10-K for the year ended December 31, 1998, revenues of
approximately $134.0 million, operating income of approximately $6.2 million and
a net loss of approximately $1.5 million compared with revenues of $165.2
million, operating income of $9.8 million and net income of $3.8 million in the
year ended December 31, 1997. The decrease in revenues in 1998 compared to 1997
is due primarily to decreased selling prices ($20.6 million) as a result of
lower product costs and propane sales volume decreases ($10.9 million)
principally as a result of warmer weather in 1998 compared to 1997. Operating
income declined principally due to the lower sales volumes ($5.0 million) and an
increase in selling, general and administrative expenses (approximately $1.6
million) partially offset by decreased operating expenses attributable to
revenues ($2.9 million). The net loss of approximately $1.5 million in 1998
represents an approximate $5.3 million decrease from net income of $3.8 million
in 1997. This decrease in net income is due to the decreased operating income
described above, an approximate $1.2 million increase in interest expense due
primarily to the amortization of fees associated with 1998 amendments to the
Registrant's debt agreements and a $0.5 million decrease in interest income as a
result of a $10 million prepayment of the Registrants note receivable from
Triarc Companies, Inc.