================================================================================
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 Report (Date of earliest event reported): MAY 13, 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) (IRS Employer
of incorporation) Identification No.)
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 492-7272
------------------------------
================================================================================
ITEM 5. OTHER EVENTS.
Heritage Propane Partners, L.P. (the "Partnership"), is filing this
Current Report on Form 8-K in connection with the public offering (the
"Offering") of up to 1,610,000 common units (the "Offered Units") representing
limited partner interests in the Partnership, including common units issuable
pursuant to an over-allotment option granted to the underwriter, under the
Partnership's shelf registration statement on Form S-3 (Registration No.
333-86057) (the "Registration Statement"), as supplemented by the Prospectus
Supplement dated May 13, 2003 relating to the Offered Units filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended. In connection with the Offering, the Partnership,
Heritage Operating, L.P. and U.S. Propane, L.P. entered into an underwriting
agreement with A.G. Edwards & Sons, Inc. and Lehman Brothers Inc. on May 13,
2003.
The opinions of Baker Botts L.L.P. attached as exhibits to this Current
Report relate to the Offering, and the opinion as to certain tax matters
(Exhibit 8.1) replaces, with respect to the Offering, the opinions as to tax
matters previously filed as exhibits to the Registration Statement. The opinions
of Baker Botts L.L.P. are being filed as exhibits to this Current Report in lieu
of filing them as exhibits to the Registration Statement by means of a
post-effective amendment. Instead, upon filing, this Current Report on Form 8-K
is incorporated by reference into the Registration Statement. Accordingly, such
exhibits are also incorporated by reference into the Registration Statement as
exhibits thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
1.1 Underwriting Agreement dated May 13, 2003 by and
among Heritage Propane Partners, L.P., Heritage
Operating, L.P. and U.S. Propane, L.P. and A.G.
Edwards & Sons, Inc. and Lehman Brothers Inc.
5.1 Opinion of Baker Botts L.L.P. as to the legality of
the securities registered.
8.1 Opinion of Baker Botts L.L.P. as to certain tax
matters.
23.1 Consent of Baker Botts L.L.P. (included in Exhibits
5.1 and 8.1).
99.1 Heritage Propane Partners, L.P. press release dated
May 14, 2003.
2
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 hereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By: U.S. Propane, L.P., General Partner
By: U.S. Propane, L.L.C., General Partner
Date: May 14, 2003 By: /s/ Michael L. Greenwood
------------------------
Michael L. Greenwood
Vice President and Chief Financial
Officer and officer duly authorized to
sign on behalf of the registrant
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
1.1 Underwriting Agreement dated May 13, 2003 by and
among Heritage Propane Partners, L.P., Heritage
Operating, L.P. and U.S. Propane, L.P. and A.G.
Edwards & Sons, Inc. and Lehman Brothers Inc.
5.1 Opinion of Baker Botts L.L.P. as to the legality of
the securities registered.
8.1 Opinion of Baker Botts L.L.P. as to certain tax
matters.
23.1 Consent of Baker Botts L.L.P. (included in Exhibits
5.1 and 8.1).
99.1 Heritage Propane Partners, L.P. press release dated
May 14, 2003.