UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of the Earliest Event Reported: April 5, 1999
NATIONAL PROPANE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11867 42-1453040
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
Suite 1700, Alliant Tower 200 1st Street, S.E.
Cedar Rapids, IA 52401-1409
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (319) 365-1550
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(Former name or former address, (Zip Code)
if changed since last report)
Item 5. Other Events.
On April 5, 1999, National Propane Partners, L.P. ("National
Propane") and Columbia Propane Corporation ("Columbia Propane"), a subsidiary of
Columbia Energy Group, signed a definitive purchase agreement whereby Columbia
Propane will commence a tender offer to acquire all of the approximately 6.7
million outstanding common units of National Propane for $12.00 in cash per
common unit. Subject to the terms and conditions of the agreement, Columbia
Propane would also acquire the general partner interests and subordinated unit
interests of National Propane from subsidiaries of Triarc Companies, Inc.
("Triarc").
The Board of Directors of National Propane's managing general
partner, acting on the recommendation of its Special Committee, has unanimously
approved the Columbia Propane transaction and unanimously recommended that
unitholders tender their common units pursuant to the offer. The Special
Committee received an opinion of Lehman Brothers that, from a financial point of
view, the consideration to be received by the common unitholders in the proposed
transaction is fair to the common unitholders.
The tender offer is the first step of a two-step cash
transaction. In the second step, subject to the terms and conditions of the
purchase agreement among the parties, Columbia Propane would indirectly acquire
the general partnership interests and subordinated unit interests of National
Propane from subsidiaries of Triarc and National Propane would merge into
Columbia Propane, L.P. As part of the second step, any remaining common
unitholders of National Propane would receive, in cash, the same per unit price
as that paid to unitholders who tender their shares pursuant to the tender
offer. Triarc would receive approximately $17.9 million for its acquired
interests in National Propane - $2.1 million in cash and $15.8 million payable
in the form of the forgiveness of indebtedness owed by Triarc to National
Propane, L.P. Simultaneously, and as a condition of the closing, Triarc will
prepay approximately $14.9 million of such indebtedness. Approximately $141
million of National Propane, L.P.'s outstanding indebtedness is expected to be
refinanced in connection with the transaction.
Columbia Propane, through its direct and indirect subsidiaries CP
Holdings, Inc. and Columbia Propane, L.P., intends to commence its cash tender
offer for all of the outstanding common units of National Propane at a price of
$12.00 per unit, net to the seller in cash, beginning April 9, 1999. The offer
for the common units will be subject to certain conditions, including there
being validly tendered by the expiration date, and not withdrawn, at least a
majority of the outstanding common units on a fully diluted basis. The offer
will be made only upon and subject to the terms and conditions of the Offer to
Purchase and the related Letter of Transmittal.
There can be no assurance that the proposed acquisition of
National Propane will be consummated.
A copy of a press release issued by National Propane and Columbia
Propane related to the foregoing is being filed herewith as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release dated April 5, 1999.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
NATIONAL PROPANE PARTNERS, L.P.
By: NATIONAL PROPANE CORPORATION,
AS MANAGING GENERAL PARTNER
By: _________________________
Name: R. Brooks Sherman
Title:Vice President and
Chief Financial Officer
Dated: April 6, 1999
EXHIBIT INDEX
Exhibit
No. Description Page No.
99.1 Press Release dated April 5, 1999