SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
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Date of the Earliest Event Reported: April 1, 1999
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, Alliant Tower, 200 1st Street, S.E.
Cedar Rapids, IA 52401-1409
(Address of principal executive offices) (Zip Code)
(319) 365-1550
(Registrant's telephone number, including area code)
Item 5. Other Events
On April 1, 1999, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a Form 12b-25 notifying the Commission that it
would be filing its annual report on Form 10-K on or before April 15, 1999.
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.
The Registrant 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 Registrant's note receivable from Triarc Companies, Inc.
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/ R. Brooks Sherman
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Name: R. Brooks Sherman
Title: Vice President and
Chief Financial Officer
Date: April 1, 1999