UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A SECOND AMENDMENT |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to__________ COMMISSION FILE NUMBER 1-11727 HERITAGE PROPANE PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 73-1493906 (State or other jurisdiction of (I.R.S. Employer 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) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of class which registered -------------- ------------------------ Common Units New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value as of November 5, 2001, of the registrant's common units held by nonaffiliates of the registrant, based on the reported closing price of such units on the New York Stock Exchange on such date, was approximately $254,792,338 At November 5, 2001, the registrant had units outstanding as follows: Heritage Propane Partners, L.P 14,262,066 Common Units 1,382,514 Class B Subordinated Units Documents Incorporated by Reference: None
EXPLANATORY NOTE This Form 10-K/A constitutes Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the year ended August 31, 2001, and is being filed solely for the purpose of correcting the inadvertent inclusion of the Registrant's former director, Ware F. Schiefer, and omission of the Registrant's current director, Kevin M. O'Hara, as a director signing Amendment No. 1, filed as Form 10-K/A on July 12, 2002. No other information included in Amendment No. 1 is amended by this amendment. E-1
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HERITAGE PROPANE PARTNERS, L.P. By: U.S. Propane, L.P. (General Partner) By: U.S. Propane, L.L.C. (General Partner) By: /s/ H. Michael Krimbill ----------------------- H. Michael Krimbill President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ H. Michael Krimbill President and Chief July 12, 2002 ------------------------- Executive Officer and Director H. Mitchell Krimbill (Principal Executive Officer) /s/ James E. Bertelsmeyer Chairman of the Board and July 12, 2002 -------------------------- Director James E. Bertelsmeyer /s/ Michael L. Greenwood Vice President and Chief July 12, 2002 -------------------------- Financial Officer and Principal Michael L. Greenwood Financial and Accounting Officer) /s/ Bill W. Byrne Director July 12, 2002 --------------------------------- Bill W. Byrne /s/ J. Charles Sawyer Director July 12, 2002 -------------------------- J. Charles Sawyer /s/ Stephen L. Cropper Director July 12, 2002 -------------------------- Stephen L. Cropper /s/ J. Patrick Reddy Director July 12, 2002 -------------------------- J. Patrick Reddy /s/ Royston K. Eustace Director July 12, 2002 -------------------------- Royston K. Eustace /s/William N. Cantrell Director July 12, 2002 -------------------------- William N. Cantrell /s/ Kevin M. O'Hara Director July 12, 2002 -------------------------- Kevin M. O'Hara E-2
Signature Title Date --------- ----- ---- /s/ David J. Dzuricky Director July 12, 2002 --------------------------- David J. Dzuricky /s/ Clayton H. Preble Director July 12, 2002 -------------------------- Clayton H. Preble /s/ J.D. Woodward Director July 12, 2002 -------------------------- J.D. Woodward /s/Richard T. O'Brien Director July 12, 2002 -------------------------- Richard T. O'Brien E-3