SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

~~FORM~~WASHINGTON, DC ~~8-K CURRENT REPORT~~20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Date~~July ~~of report~~15, 2003 (~~Date~~July ~~of earliest event reported): May 28~~2, 2003)

~~CORNERSTONE PROPANE PARTNERS, L.P~~ (~~EXACT~~Date ~~NAME~~of OFReport ~~REGISTRANT~~(Date ASof ~~SPECIFIED~~Earliest INEvent ~~ITS CHARTER~~Reported))

~~Delaware~~CORNERSTONE PROPANE ~~(State~~PARTNERS, ~~or other jurisdiction of incorporation) 1-12499 (Commission File Number) 77-0439862 (IRS Employer Identification No~~L.)P

~~432~~(EXACT ~~Westridge~~NAME ~~Drive,~~OF ~~Watsonville, CA 95076~~REGISTRANT ~~(Address~~AS ofSPECIFIED ~~Principal~~IN ~~Executive~~ITS ~~Offices, including Zip Code~~CHARTER)

(831) 724-1921 (Registrant’s Telephone Number, Including Area Code)

Delaware	1-12499	77-0439862
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

432 Westridge Drive, Watsonville, CA 95076
(Address of Principal Executive Offices, including Zip Code)

(831) 724-1921
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

N/A (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

~~Beginning on~~Cornerstone ~~May 28~~Propane, ~~2003,~~L.P. ~~class~~(the ~~action~~“Partnership”) ~~complaints~~has entered ~~were~~into ~~filed~~forbearance inagreements ~~the~~dated ~~United~~July ~~States District~~2, ~~Court~~2003 ~~for~~ (the ~~Northern~~“Forbearance Agreements”) ~~District~~with the holders of ~~California~~its 7. ~~The~~53% ~~plaintiffs~~Senior ~~allege~~Secured toNotes ~~have~~due ~~been~~2010, ~~holders~~7.33% ofSenior ~~publicly~~Secured ~~traded~~Notes ~~securities~~due of2013, ~~CornerStone~~8.08% ~~Propane~~Senior ~~Partners~~Secured LNotes due 2005, and 8.P.27% Senior Secured Notes due 2009 (collectively, the “~~Partnership~~Notes”) and the holders thereof, the “Noteholders”) and ~~purport~~Northwestern toCorporation ~~represent~~(“Northwestern”), ~~other~~as lender ~~similarly~~under ~~situated~~the ~~plaintiffs~~Partnership’s senior secured credit facility. ~~Defendants~~Pursuant ~~include~~to the ~~Partnership~~Forbearance Agreements, ~~certain~~the ~~current~~Noteholders and ~~former~~Northwestern ~~officers~~have ~~and~~agreed ~~directors~~to of forbear from exercising their remedies against the Partnership ~~and~~arising from default by the Partnership’s ~~general~~of certain ~~partner,~~of ~~CornerStone Propane~~its ~~GP,~~obligations ~~Inc.~~to (the ~~“General~~Noteholders ~~Partner”),~~ and Northwestern ~~Corporation~~until the earlier to occur of October 31, 2003 or any additional default (such period, the “~~Northwestern~~Forbearance Period”). Northwestern has isalso extended the ~~former~~ ~~indirect~~maturity ~~owner~~ of ~~all~~its ofloans under the ~~equity~~senior ~~interests~~secured ofcredit facility ~~the~~until ~~General Partner~~October 31, 2003. ~~The~~As part ~~complaints~~of ~~allege~~the Forbearance Agreement the Partnership has, among other things, agreed ~~that~~to ~~between~~comply ~~July~~with certain additional covenants, ~~1998~~consented ~~and~~to ~~February,~~certain ~~2003,~~amendments to the ~~defendants~~note ~~made~~agreements with the ~~false~~Noteholders, ~~and~~provided ~~misleading~~for ~~statements~~an ~~and~~interest ~~omissions~~rate ~~regarding~~increase ~~the~~to ~~Partnership’s~~11.27% per annum ~~business~~compounding ~~and~~monthly ~~operations~~effective July 31, ~~principally~~2002 infor ~~press~~all ~~releases~~of the Notes and ~~filings~~provided additional ~~with~~security for the ~~Securities~~ ~~and~~benefit ~~Exchange~~of ~~Commission,~~the ~~which~~Noteholders ~~allegedly~~and ~~had~~Northwestern. In addition, the ~~effect~~Partnership ofhas agreed with ~~artificially~~the ~~inflating~~Noteholders that the ~~market~~make-whole ~~price~~amount ofon the ~~Partnership’s~~Notes ~~publicly~~would ~~traded securities~~be ~~and~~determined ~~thereby~~as of ~~constituting~~February ~~violations~~28, of2003 ($66,403,520) ~~among~~and ~~other~~is ~~things,~~due and payable. ~~Section~~The ~~10(b)~~make-whole amount shall accrue interest from the effective date of the ~~Securities~~Forbearance ~~Exchange~~Agreements ~~Act~~at 11.27% per annum compounding monthly. The Noteholders ofhave ~~1934~~agreed ~~(the~~to ~~“Exchange~~forbear ~~Act”),~~from ~~Rule~~demanding ~~10b~~the make-5whole ~~promulgated~~amount ~~thereunder,~~or ~~and~~the ~~Section 20(a)~~interest thereon ofduring the ~~Exchange~~Forbearance ~~Act~~Period. As The ~~damages,~~Partnership ~~the~~also ~~complaints~~made ~~seek~~a ~~recovery~~$20 million ofpayment to the Noteholders anand ~~unstated~~Northwestern ~~amount~~in partial satisfaction of ~~compensatory~~it’s ~~damages,~~accrued ~~attorneys~~and ~~fees,~~unpaid ~~costs~~interest obligations to the Noteholders and ~~interest~~Northwestern.

The Partnership is reviewing the complaints with its legal counsel.

SIGNATURES

According 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.	~~CornerStone Propane Partners, L.P.~~
	/s/ Curtis G. Solsvig III	~~/s/ Curtis G. Solsvig III~~
Date: June 9, 2003		By:	Curtis G. Solsvig III
Date: July 15, 2003	Name: Curtis G. Solsvig III
		Its:	Chief Executive Officer
	Its: Chief Executive Officer

Filing Compare · CORNERSTONE PROPANE PARTNERS LP