UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 15, 2003
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COMMISSION FILE NO. 1-11727
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1493906
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. See Exhibit Index.
ITEM 9. REGULATION FD DISCLOSURE
In accordance with General Instruction B.2. of Form 8-K, the following
information and the exhibits referenced therein is being furnished under Item 9
of Form 8-K and is not deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, is not subject to the liabilities
of that section and is not deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except that, for purposes of
incorporating by reference into our Registration Statement on Form S-4 as filed
with the Securities and Exchange Commission (the "Commission") on November 17,
1997 (Registration No. 333-40407) and our Registration Statement on Form S-3 as
filed with the Commission on December 15, 2003 (Registration No. 333-107324,
333-107324-01, 333-107324-02, 333-107324-03, 333-107324-04), such information
and exhibits are being filed.
On December 17, 2003, the Registrant will hold a conference call to
discuss the previously announced transaction to combine its retail propane
operations with the natural gas midstream operations of Energy Transfer Company.
The transaction is expected to close during the second quarter of fiscal 2004
and will be funded with new debt facilities and the issuance by the Partnership
of a combination of Common, Class D, and Special Units. The transaction is
subject to customary closing conditions, including obtaining requisite
financing. The press release announcing the aforementioned conference call is
attached as Exhibit No. 99.1. The slide presentation used in connection with
this conference call is attached as Exhibit No. 99.2.
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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., its general partner
BY: U.S. Propane, L.L.C., the general partner
of U.S. Propane, L.P.
Date: 12/15/03 By: /s/ Michael L. Greenwood
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Michael L. Greenwood
Vice President and Chief Financial
Officer and officer duly authorized
to sign on behalf of the registrant
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated December 15, 2003
99.2 Slide Presentation used in connection with our
conference call discussing our proposed acquisition
of Energy Transfer Company