8-K 1 d8k.txt FORM 8-K 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) January 7, 2002 ------------------------------- STAR GAS PARTNERS, L.P. ---------------------- (Exact name of registrant as specified in its charter)
Delaware 33-98490 06-1437793 -------------------------------------------------------------------------------------- (State or other jurisdiction Commission File Number) (IRS Employer of incorporation) Identification No.) 2187 Atlantic Street, Stamford, CT 06902 -------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 328-7300 ------------------------------- Not Applicable ------------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)
Item 5. Other Events This Form 8-K consists of a copy of the underwriting agreement for a firm commitment public offering of up to 1,500,000 common units of the registrant that were previously registered pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-57994), together with an opinion of counsel relating thereto. This Form 8-K also includes as an exhibit hereto the audited balance sheet of Star Gas LLC. Item 7. Financial Statements and Exhibits (c) Exhibits 1. Underwriting Agreement, dated as of January 7, 2002, by and among Star Gas Partners, L.P., A.G. Edwards & Sons, Inc., UBS Warburg LLC, and First Union Securities, Inc. 5.1 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP (including consent). 23.1 Consent of KPMG LLP 99.1 Balance Sheet of Star Gas LLC 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. Star Gas Partners, L.P. By: Star Gas LLC (General Partner)
Signature Title Date --------- ----- ---- Chairman of the Board and Chief January 10, 2002 Executive Officer /s/ Irik P. Sevin Star Gas LLC ------------------------------- (Principal Executive Officer) By: Irik P. Sevin