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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): APRIL 14, 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) (I.R.S. Employer of incorporation) 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)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description Exhibit 99.1 Press Release issued by the registrant dated April 14, 2003. ITEM 9. REGULATION FD DISCLOSURE. On April 14, 2003, Heritage Propane Partners, L.P. issued a press release announcing its financial results for the second quarter and six months ended February 28, 2003. A copy of this press release is being furnished as an exhibit to this report on Form 8-K. The information contained in this report on Form 8-K is being furnished to the U.S. Securities and Exchange Commission (the "Commission") to report information pursuant to Item 12. - Results of Operations and Financial Conditions in accordance with the interim guidance provided by the Commission in Release No. 33-8216. SIGNATURES 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. DATED: April 14, 2003. HERITAGE PROPANE PARTNERS, L.P. By: U.S. Propane, L.P. (General Partner) By: U.S. Propane, L.L.C. (General Partner) By: /s/ Michael L. Greenwood ----------------------------------------- Michael L. Greenwood Vice President and Chief Financial Officer

INDEX TO EXHIBITS The exhibits listed on the following Exhibit Index are furnished as part of this Report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are not applicable.

EXHIBIT 99.1 (HERITAGE LOGO) PRESS RELEASE HERITAGE PROPANE PARTNERS, L.P. REPORTS RECORD SECOND QUARTER RESULTS TULSA, OKLAHOMA - APRIL 14, 2003 - Heritage Propane Partners, L.P. (NYSE:HPG) today reported record earnings before interest, taxes, depreciation and amortization (EBITDA) of $73.0 million for the second quarter of fiscal 2003 ended February 28, 2003, a 45% increase from the $50.2 million EBITDA for the second quarter of fiscal 2002. Net income for the fiscal 2003 second quarter improved to a record $49.4 million, or $3.01 per limited partner unit, a 64% increase from the $30.1 million, or $1.89 per limited partner unit, recorded for the second quarter of fiscal 2002. The Partnership also established a new volume record for the three months ended February 28, 2003 with retail gallons sold of 166.6 million gallons, which represents an increase of 32.1 million gallons over the 134.5 million gallons sold during the three months ended February 28, 2002. Total revenues and gross profit for the second quarter of fiscal 2003 also achieved second quarter records for the Partnership. "During the second quarter of fiscal 2003, the Partnership continued on its record pace for fiscal 2003 by achieving consecutive quarterly records in volumes, revenues, gross profit, and EBITDA," said H. Michael Krimbill, President and CEO. "Our ability to establish these new performance records has been remarkable. Although parts of the country experienced a colder than normal winter during 2003, the average temperatures for the areas in which Heritage operates across the United States has been 3% warmer than normal. We continue to benefit from the cost savings improvements that were instituted last year, internal growth through our marketing programs, and acquisitions that are accretive to the Partnership. With our strong financial results so far in fiscal 2003 and the completion of the V-1 Propane acquisition in January 2003, we are anticipating a very successful year." EBITDA for the first six months of fiscal 2003 achieved a record level of $93.8 million, representing a $29.9 million, or 47% increase over the EBITDA of $63.9 million reported for the six months ended February 28, 2002. Record net income for the six months ended February 28, 2003 was $50.5 million, or $3.10 per limited partner unit, a $25.1 million increase over the net income of $25.4 million, or $1.57 per limited partner unit, for the first six months of fiscal 2002. For the first six months of fiscal 2003, retail volumes were also at a record level of 243.3 million gallons sold, a 34.1 million gallons increase from the 209.2 million gallons sold during the six months ended February 28, 2002. EBITDA represents a meaningful non-GAAP financial measure used by investors and lenders to evaluate the Partnership's performance. EBITDA should not be considered as an alternative to income from operations, net income, or other measures of cash flow. A table reconciling EBITDA with appropriate GAAP financial measures is included in the notes to the consolidated financial statements included in this release. Heritage is the fourth largest retail marketer of propane in the United States, serving more than 650,000 customers from nearly 300 customer service locations in 29 states. Operations extend from coast to coast, with concentrations in the western, upper midwestern, northeastern, and southeastern regions of the United States.

This press release may include certain statements concerning expectations for the future that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in the Partnership's Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events. The Partnership has scheduled a conference call for 10:00am Central Daylight Time, Tuesday, April 15, 2003, to discuss the fiscal 2003 second quarter results. The dial-in number is 800-553-0349; participant code Heritage Propane. The information contained in this press release is available on the Partnership's website at www.heritagepropane.com. For more information, please contact Michael L. Greenwood, Vice President and Chief Financial Officer, at 918-492-7272.

HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit and unit data) (unaudited)

(a) EBITDA is defined as earnings before interest, taxes, depreciation and amortization (including the EBITDA of investees, but does not include the EBITDA of the minority interest of MP Energy Partnership or any non-cash compensation expense). EBITDA should not be considered as an alternative to net income, cash flow, or any other financial performance measure presented in accordance with generally accepted accounting principles but provides additional information for evaluating the Partnership's operating results or its ability to make quarterly distributions. Management believes that EBITDA is a meaningful non-GAAP financial measure used by investors and lenders to evaluate the Partnership's operating performance, cash generation, and ability to service debt, as certain of the Partnership's debt covenants include EBITDA as a performance measure. The presentation of EBITDA for the periods described herein is calculated in the same manner as presented by the Partnership in the past, and is intended to allow investors to compare performance with prior periods. The Partnership also believes that EBITDA is sometimes useful to compare the operating results of other companies within the propane industry due to the fact that such information is commonly utilized and eliminates the effects of certain financing and accounting decisions. The Partnership's calculation of EBITDA, however, may differ from similarly titled items reported by other companies.

HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit data) (unaudited)