Document/Exhibit Description Pages Size
1: 8-K Current Report 5 18K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 50 173K
Liquidation or Succession
3: EX-3 Articles of Incorporation/Organization or By-Laws 127 444K
4: EX-3 Articles of Incorporation/Organization or By-Laws 70 250K
5: EX-10 Material Contract 111 348K
6: EX-10 Material Contract 107 436K
7: EX-10 Material Contract 68 146K
8: EX-10 Material Contract 16 50K
9: EX-10 Material Contract 15 33K
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 April 4, 1997
Date of earliest event reported December 17, 1996
CORNERSTONE PROPANE PARTNERS, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12499 77-0439862
(State or other Commission File (IRS Employer
jurisdiction of incorporation) Number Identification No.)
432 Westridge Drive
Watsonville, CA 95076
(Address of principal executive (Zip Code)
offices)
(408) 724-1921
(Registrant's telephone number, including area code)
Item 5. Other Events.
On December 17, 1996, Cornerstone Propane Partners, L.P., a
Delaware limited partnership (the "registrant" or the "Partnership")
issued 9,821,000 common units representing limited partner interests
in the Partnership, in a public offering registered under the
Securities Act of 1933, as amended (Registration Statement No. 333-
13879). In addition, Cornerstone Propane, L.P., the Partnership's
operating subsidiary (the "Operating Subsidiary"), issued $220 million
aggregate principal amount of Senior Secured Notes due 2010 to certain
institutional investors in a private placement and entered into a $125
million bank credit facility, consisting of a $50 million working
capital facility and a $75 million revolving credit facility.
The Partnership was formed to acquire, own and operate the
propane businesses and assets (the "Combined Operations") of SYN Inc.,
Empire Energy Corporation, Myers Propane Gas Company and CGI Holdings,
Inc. Cornerstone Propane GP, Inc. is the Managing General Partner.
In connection with the public offering, the registrant and the
Operating Partnership amended and restated their respective Agreements
of Limited Partnership and entered into a series of transactions which
resulted in the Operating Partnership owning all of the businesses and
assets of the Combined Operations. The Managing General Partner
entered into Employment Agreements with certain executive officers and
the Partnership adopted a Restricted Unit Plan.
Each of the Underwriting Agreement, the Partnership
Agreement, the Operating Partnership Agreement, the Credit Agreement,
the Note Purchase Agreement, the Contribution, Conveyance and
Assumption Agreement, the Restricted Unit Plan and the Form of Amended
and Restated Employment Agreement are filed herewith as Exhibits and
are hereby incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit
Number Description
======== ============================================================
1.1 Underwriting Agreement, dated December 11, 1996 by and among
Cornerstone Propane Partners, L.P., Cornerstone Propane,
L.P., Cornerstone Propane GP, Inc., SYN Inc. and Morgan
Stanley & Co. Incorporated, as Representative of the
Underwriters
3.1 Amended and Restated Agreement of Limited Partnership of
Cornerstone Propane Partners, L.P., dated as of December 17,
1996, by and among Cornerstone Propane GP, Inc., a
California corporation, as the Managing General Partner, SYN
Inc., a Delaware corporation, as Special General Partner,
together with any other Persons who become Partners in the
Partnership or parties thereto as provided therein
3.2 Amended and Restated Agreement of Limited Partnership of
Cornerstone Propane, L.P. dated as of December 17, 1996, by
and among Cornerstone Propane GP, Inc., a California
corporation, as the Managing General Partner, SYN Inc., a
Delaware corporation, as Special General Partner, together
with any other Persons who become Partners in the
Partnership or parties thereto as provided therein
10.1 Credit Agreement dated December 17, 1996, among Cornerstone
Propane, L.P., as the Borrower, and Various Financial
Institutions, as the Lenders, and Bank of America National
Trust and Savings Association, as Agent for the Lenders
10.2 Note Purchase Agreement dated December 17, 1996, among
Cornerstone Propane, L.P. and certain investors
10.3 Contribution, Conveyance and Assumption Agreement dated as
of December 17, 1996, among Cornerstone Propane Partners,
L.P., Cornerstone Propane, L.P., Cornerstone Propane GP,
Inc., Empire Energy SC Corporation and SYN Inc.
10.4 1996 Cornerstone Propane Partners, L.P. Restricted Unit Plan
10.5 Form of Amended and Restated Employment Agreement for
Messrs. Baxter, Kittrell, Goedde and DiCosimo
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.
CORNERSTONE PROPANE PARTNERS, L.P.
(Registrant)
By: Cornerstone Propane GP, Inc.,
Managing General Partner
By: /s/ Ronald J. Goedde
------------------------------
Name: Ronald J. Goedde
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
Date: April 4, 1997
EXHIBIT INDEX
Exhibit
Number Description
======== ============================================================
1.1 Underwriting Agreement, dated December 11, 1996 by and among
Cornerstone Propane Partners, L.P., Cornerstone Propane,
L.P., Cornerstone Propane GP, Inc., SYN Inc. and Morgan
Stanley & Co. Incorporated, as Representative of the
Underwriters
3.1 Amended and Restated Agreement of Limited Partnership of
Cornerstone Propane Partners, L.P., dated as of December 17,
1996, by and among Cornerstone Propane GP, Inc., a
California corporation, as the Managing General Partner, SYN
Inc., a Delaware corporation, as Special General Partner,
together with any other Persons who become Partners in the
Partnership or parties thereto as provided therein
3.2 Amended and Restated Agreement of Limited Partnership of
Cornerstone Propane, L.P. dated as of December 17, 1996, by
and among Cornerstone Propane GP, Inc., a California
corporation, as the Managing General Partner, SYN Inc., a
Delaware corporation, as Special General Partner, together
with any other Persons who become Partners in the
Partnership or parties thereto as provided therein
10.1 Credit Agreement dated December 17, 1996, among Cornerstone
Propane, L.P., as the Borrower, and Various Financial
Institutions, as the Lenders, and Bank of America National
Trust and Savings Association, as Agent for the Lenders
10.2 Note Purchase Agreement dated December 17, 1996, among
Cornerstone Propane, L.P. and certain investors
10.3 Contribution, Conveyance and Assumption Agreement dated as
of December 17, 1996, among Cornerstone Propane Partners,
L.P., Cornerstone Propane, L.P., Cornerstone Propane GP,
Inc., Empire Energy SC Corporation and SYN Inc.
10.4 1996 Cornerstone Propane Partners, L.P. Restricted Unit Plan
10.5 Form of Amended and Restated Employment Agreement for
Messrs. Baxter, Kittrell, Goedde and DiCosimo
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/7/97 | | | | | | | None on these Dates |
| Filed on: | | 4/4/97 | | 1 | | 4 |
| For Period End: | | 12/17/96 | | 1 | | 5 |
| | 12/11/96 | | 2 | | 5 |
| List all Filings |
↑Top
Filing Submission 0000895813-97-000091 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 1:43:23.2pm ET 