-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S+x0BWUkErNOfc5IJWA0vjnf0jRfNptTEm8EGhN6i8U5DT8VOS8yGaHES3rqGVK4 8OV7lngngK1NW0Sx2Kq2iQ== 0000898080-99-000150.txt : 19990510 0000898080-99-000150.hdr.sgml : 19990510 ACCESSION NUMBER: 0000898080-99-000150 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990507 GROUP MEMBERS: COLUMBIA ENERGY GROUP GROUP MEMBERS: COLUMBIA PROPANE CORPORATION GROUP MEMBERS: COLUMBIA PROPANE, L.P. GROUP MEMBERS: CP HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPANE PARTNERS LP CENTRAL INDEX KEY: 0001011292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 421453040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56111 FILM NUMBER: 99614191 BUSINESS ADDRESS: STREET 1: 200 1ST STREET S.E. STREET 2: PO BOX 2067 STE 1700 IES TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193651550 MAIL ADDRESS: STREET 1: STE 1700 IES TOWER STREET 2: 200 181 ST SE CITY: CEDER RAPIDS STATE: IA ZIP: 5240352403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPANE PARTNERS LP CENTRAL INDEX KEY: 0001011292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 421453040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-56111 FILM NUMBER: 99614192 BUSINESS ADDRESS: STREET 1: 200 1ST STREET S.E. STREET 2: PO BOX 2067 STE 1700 IES TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193651550 MAIL ADDRESS: STREET 1: STE 1700 IES TOWER STREET 2: 200 181 ST SE CITY: CEDER RAPIDS STATE: IA ZIP: 5240352403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HENDERON STATE: VA ZIP: 20191-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171-4600 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HENDERON STATE: VA ZIP: 20191-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171-4600 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT AND SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- SCHEDULE 14D-1 (AMENDMENT NO. 1 - FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D STATEMENT OF BENEFICIAL OWNERSHIP PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- National Propane Partners, L.P. - -------------------------------------------------------------------------------- (Name of Subject Company) Columbia Propane, L.P.; CP Holdings, Inc.; Columbia Propane Corporation; Columbia Energy Group - -------------------------------------------------------------------------------- (Bidders) Common Units, representing limited partner interests - -------------------------------------------------------------------------------- (Title of Class of Securities) 637250 10 1 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Kenneth H. Marks, Jr., Esq. With a copy to: Columbia Propane, L.P. Robert S. Rachofsky, Esq. c/o Columbia Energy Group LeBoeuf, Lamb, Greene & MacRae, Service Corporation L.L.P. 13880 Dulles Corner Lane 125 West 55th Street Herndon, VA 20171 New York, NY 10019 (703) 561-6000 (212) 424-8000 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) - --------------------- ----------------- CUSIP No. 637250 10 1 14D-1 and 13D Page 2 of 8 Pages - --------------------- ----------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Columbia Propane, L.P. 54-1941316. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_| PURSUANT TO ITEM 2(e) OR 2(f) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,804 Common Units 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_| CERTAIN COMMON UNITS* 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 88.5% 10. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- - --------------------- ----------------- CUSIP No. 637250 10 1 14D-1 and 13D Page 3 of 8 Pages - --------------------- ----------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS CP Holdings, Inc. 54-1936152. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_| PURSUANT TO ITEM 2(e) OR 2(f) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,804 Common Units 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_| CERTAIN COMMON UNITS* 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 88.5% 10. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- - --------------------- ----------------- CUSIP No. 637250 10 1 14D-1 and 13D Page 4 of 8 Pages - --------------------- ----------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Columbia Propane Corporation. 61-0565214. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_| PURSUANT TO ITEM 2(e) OR 2(f) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,804 Common Units 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_| CERTAIN COMMON UNITS* 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 88.5% 10. TYPE OF REPORTING PERSON* CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- - --------------------- ----------------- CUSIP No. 637250 10 1 14D-1 and 13D Page 5 of 8 Pages - --------------------- ----------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Columbia Energy Group. 13-1594808. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_| PURSUANT TO ITEM 2(e) OR 2(f) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,804 Common Units 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_| CERTAIN COMMON UNITS* 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 88.5% 10. TYPE OF REPORTING PERSON* CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! -5- This Amendment No. 1 ("Amendment") is the final amendment to the Tender Offer Statement on Schedule 14D-1, originally filed with the Securities and Exchange Commission on April 9, 1999 (the "Statement"), that relates to the offer by the Purchaser (as defined below) to purchase for cash all outstanding common units, representing limited partner interests ("Common Units"), in National Propane Partners, L.P. (the "Partnership"). This Amendment is being filed by Columbia Propane, L.P., a Delaware limited partnership (the "Purchaser"), its managing general partner, CP Holdings, Inc., a Delaware corporation ("Purchaser General Partner"), Columbia Propane Corporation, a Delaware corporation ("Purchaser Holdings"), and Columbia Energy Group, a Delaware corporation and parent company of Purchaser Holdings ("Columbia"). Capitalized terms not defined in this Amendment have the meanings assigned to them in the Offer to Purchase. Pursuant to Instruction D to Schedule 14D-1, the Statement is hereby amended and/or supplemented as provided below: ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 6(a) and (b) are hereby amended and supplemented by adding the following to the end thereof: At 12:00 midnight, New York City time, on Thursday, May 6, 1999, the Offer expired. Based on preliminary estimates provided by the Depositary, the Purchaser accepted for payment approximately 5,928,804 Common Units, of which 63,219 Common Units were tendered pursuant to notices of guaranteed delivery. The acceptance of such tendered Common Units resulted in the Purchaser beneficially owning approximately 88.5% of the outstanding Common Units. The Purchaser intends to effect the Merger as promptly as practicable, upon satisfaction or waiver of the conditions thereto. In the Merger, each then outstanding Common Unit (other than those owned by the Purchaser or an affiliate thereof by their purchase in the Offer or otherwise) will be converted into the right to receive the Offer Price paid in the Offer, without interest thereon. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by adding the following to the end thereof: On May 7, 1999, Purchaser Holdings issued a press release, a copy of which is included as exhibit (a)(11) hereto and incorporated herein by reference, which announced that the Purchaser has accepted for payment all Common Units validly tendered pursuant to the Offer. -6- ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibit: (a)(11) Press Release issued by Purchaser Holdings on May 7, 1999. -7- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 7, 1999 COLUMBIA PROPANE, L.P. By: CP Holdings, Inc. Its General Partner By: /s/ A. Mason Brent -------------------------------- Name: A. Mason Brent Title: President and CEO CP HOLDINGS, INC. By: /s/ A. Mason Brent -------------------------------- Name: A. Mason Brent Title: President and CEO COLUMBIA PROPANE CORPORATION By: /s/ A. Mason Brent -------------------------------- Name: A. Mason Brent Title: President and CEO COLUMBIA ENERGY GROUP By: /s/ Michael W. O'Donnell -------------------------------- Name: Michael W. O'Donnell Title: Senior Vice President and Chief Financial Officer -8- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(11) Press release issued by Purchaser Holdings on May 7, 1999. -9- EX-99 2 TEXT OF PRESS RELEASE DATED MAY 7TH For Immediate Release Contacts: R. A. Rankin, Jr. (News Media) May 7, 1999 (703) 561-6044 Simon Ruebens (News Media) (703) 561-6063 Thomas L. Hughes (Financial Community) (703) 561-6001 Columbia Propane Completes Tender Offer for Common Units of National Propane Partners RICHMOND, Va., May 7 - Columbia Propane Corporation, a subsidiary of Columbia Energy Group, announced today, that through its direct and indirect subsidiaries, CP Holdings, Inc. and Columbia Propane, L.P., it has accepted for payment 5,928,804 common units (representing limited partner interests) of National Propane Partners, L.P. (NYSE: NPL) at $12.00 per common unit, in accord with its tender offer for all outstanding National Propane Partners, L.P. common units. The 5,928,804 common units represent approximately 88.47 percent of the outstanding National Propane Partners, L.P. common units. The tender offer expired at 12:00 midnight, New York City time, on Thursday, May 6, 1999. As part of the second step of this two step transaction, National Propane Partners, L.P. is expected to merge into Columbia Propane, L.P., subject to customary closing conditions, and any remaining outstanding common units of National Propane Partners, L.P. then will be converted into the right to receive $12.00 per common unit without interest. Columbia Propane, a subsidiary of Columbia Energy Group, is based in Richmond, Va. 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 engage in all phases of the natural gas business, including exploration and production, transmission, storage and distribution, as well as commodities marketing, energy management, propane sales and electric power generation, sales and trading. Information about Columbia Energy Group (NYSE: CG) is available on the Internet at www.columbiaenergygroup.com. ### This press release contains "forward-looking statements" within the meaning of the federal securities laws, including statements concerning Columbia Energy Group's and Columbia Propane's plans, objectives and expected performance. There can be no assurance that actual results 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 for propane, and successful completion of the proposed National Propane transaction. -----END PRIVACY-ENHANCED MESSAGE-----