EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS: COLUMBIA ENERGY GROUP NATIONAL PROPANE
R. A. RANKIN, JR. (NEWS MEDIA) R. BROOKS SHERMAN
(703) 561-6044 (319) 365-1550
THOMAS L. HUGHES (FINANCIAL COMMUNITY)
(703) 561-6001
COLUMBIA PROPANE TO ACQUIRE NATIONAL PROPANE FOR $12.00 IN CASH
PER COMMON UNIT
Richmond, VA and Cedar Rapids, IA, April 5, 1999 -- Columbia Propane Corporation
(Columbia Propane), a subsidiary of Columbia Energy Group (NYSE: CG), and
National Propane Partners, L.P. (NYSE: NPL) announced today that they have
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. (NYSE: TRY). Approximately $141
million of National Propane's outstanding indebtedness is expected to be
refinanced by Columbia Propane in connection with the transaction.
The proposed acquisition of National Propane would add more than 210,000
retail and wholesale customers in 24 states, extending Columbia Propane's
presence from the Mid-Atlantic and Northeast to the Southeast, Midwest and
Western regions of the United States. The combination would also result in
Columbia Propane having more than 300,000 customers with operations in 35 states
and the District of Columbia.
"With today's announcement, Columbia Propane is aggressively executing
part of the Group's nonregulated growth strategy," said Oliver G. Richard III,
Chairman, President and CEO, of Columbia Energy Group. "The National Propane
acquisition gives Columbia Propane the opportunity to triple the size of its
customer base, and rank among America's leading propane companies."
Ronald R. Rominiecki, President and Chief Operating Officer of National
Propane, said: "The Columbia Propane transaction will significantly improve
National Propane's growth prospects. At a significant premium to today's closing
market price, the Columbia Propane acquisition is a very attractive transaction
for our common unitholders which our Board fully supports."
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. Simultaneously,
and as a condition of the closing, Triarc will prepay approximately $14.9
million of such indebtedness.
The managing general partner of National Propane has also agreed to,
among other things, execute a consent, as holder of all the subordinated units,
to approve the merger and other transactions contemplated by the agreement.
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.
National Propane Partners, L.P. has operations concentrated in the
Midwest, Northeast, Southeast and Western regions of the United States and
serves over 210,000 active customers through its 155 full service centers. In
1998, National Propane sold more than 144 million gallons of propane.
Columbia Propane has been a full-service propane supplier since 1941.
Columbia Propane is an operating company of Columbia Energy Group. Columbia
Energy Group, based in Herndon, VA, is one of the nation's leading energy
services companies, with 1998 revenues of nearly $6.6 billion and assets of
about $7 billion. Its operating companies are engaged in all phases of the
natural gas businesses, including exploration and production, transmission,
storage and distribution, as well as commodities marketing, energy management,
propane sales and electric power generation, sales and trading.
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Notes to Follow
NOTES TO PRESS RELEASE
1. The statements in this press release that are not historical facts, including
most importantly, information concerning possible or assumed future results of
operations of National Propane and Columbia Propane and statements preceded by,
followed by, or that include the words "may", "believes", "expects",
"anticipates" or the negation thereof, or similar expressions, constitute
"forward-looking statements." All statements which address events or
developments that are expected or anticipated to occur in the future, including
statements relating to the proposed transaction between Columbia Propane and
National Propane, volume and revenue growth, or statements expressing general
optimism about future operating results, are forward-looking statements. Such
forward-looking statements involve risks, uncertainties and other factors which
may cause actual results, performance or achievements of National Propane or
Columbia Propane to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. For
those statements, National Propane and Columbia Propane claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Furthermore, there can be no assurance
that actual results of a combined entity will not differ materially due to
various factors, many of which are beyond the control of Columbia Energy Group
and Columbia Propane, including, but not limited to the supply and demand of
propane. For additional risks and uncertainties, see National Propane's and
Columbia's Securities and Exchange Commission Filings. National Propane and
Columbia will not undertake and specifically decline any obligation to publicly
release the result of any revisions to any forward-looking statements to reflect
events or circumstances after the date of such statements to reflect events or
circumstances after anticipated or unanticipated events.
2. There can be no assurances that the proposed acquisition of National Propane
by Columbia Propane will be consummated.