UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: JANUARY 2, 2003
DATE OF REPORT: JANUARY 6, 2003
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-11727 73-1493906
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or organization) Identification No.)
8801 South Yale Avenue, Suite 310, Tulsa, Oklahoma 74137
(Address of principal executive offices and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 2003, the Registrant and its subsidiary Heritage Operating, L.P.
(the "Operating Partnership") acquired the propane distribution assets of V-1
Oil Co. At the time of the acquisition, V-1 Oil Co. conducted retail propane
sales from its 35 district locations in the states of Colorado, Idaho, Montana,
Oregon, Utah, Washington and Wyoming. In addition to the retail propane
facilities operated by V-1 Oil Co., the assets acquired included bulk
transportation and rail storage facilities.
Under the terms of the acquisition, the Operating Partnership acquired all of
the propane distribution assets of V-1 Oil Co. for a total consideration of
$32,298,486, after adjustments. The acquisition price was negotiated with V-1
Oil Co., and was payable $17,298,486 in cash and by the issuance of 551,456
Common Units of the Registrant valued at $15,000,000. The exchange price for the
Common Units was $27.20074, determined under a formula based upon the average
closing price of the Registrant's Common Units for the twenty (20) consecutive
trading days commencing on the tenth trading day prior to the public
announcement of the transaction on December 10, 2002.
The Operating Partnership will continue to operate the assets acquired from V-1
Oil Co. or will blend them with other retail locations in those areas in which
the Operating Partnership is already conducting business. The cash portion of
the acquisition price was financed through borrowings under the Operating
Partnership's Acquisition Facility from its lending Banks.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 6, 2003, the Registrant announced that it had completed the
acquisition of the retail propane assets of V-1 Oil Co., as described in the
Press Release dated January 6, 2003, attached as an Exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
The financial statements required in connection with the business acquisition
described in Item 2 will be filed within seventy-five (75) days of January 2,
2003.
(b) Proforma Financial Information.
The financial statements required in connection with the business acquisition
described in Item 2 will be filed within seventy-five (75) days of January 2,
2003.
(c) Exhibits.
The following Exhibits are filed herewith:
Exhibit 10.28 -- Agreement for Contribution of Assets in Exchange for
Partnership Interests dated December 9, 2002 among V-1 Oil Co., the shareholders
of V-1 Oil Co., Heritage Propane Partners, L.P. and Heritage Operating, L.P.
Exhibit No. 99-1 - Press Release dated January 6, 2003
SIGNATURES
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 hereunto duly authorized.
DATED: January 6, 2003.
HERITAGE PROPANE PARTNERS, L.P.
By: U.S. Propane, L.P.
(General Partner)
By: U.S. Propane, L.L.C.
(General Partner)
By: /s/ Michael L. Greenwood
-----------------------------------------
Michael L. Greenwood
Vice President and Chief Financial Officer
INDEX TO EXHIBITS
The exhibits listed on the following Exhibit Index are filed as part of
this Report. Exhibits required by Item 601 of Regulation S-K, but which are not
listed below, are not applicable.
Exhibit
Number Description Page No.
------ ----------- --------
10.28 Agreement for Contribution of Assets in
Exchange for Partnership Interests dated
December 9, 2002 among V-1 Oil Co., the
shareholders of V-1 Oil Co., Heritage Propane
Partners, L.P. and Heritage Operating, L.P.
99-1 Press Release dated January 6, 2003