8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2002 Star Gas Partners, L.P. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 33-98490 06-1437793 ------------------------------- ----------------------------- ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer Of Incorporation or Organization) 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 ------------ Item 5. Other Events. In August, 2001, a subsidiary of Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership"), completed the purchase of Meenan Oil Co., Inc., a Delaware corporation ("Meenan") and its affiliates for a purchase price of approximately $131.8 million, payable in cash. The transaction was originally reported by the Partnership pursuant to a Current Report on Form 8-K dated July 31, 2001. The purpose of this Form 8-K is to update the previously filed historical and pro forma financial information relating to Meenan as set forth in Item 7 hereof. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired: (i) audited annual historical financial statements of Meenan as of June 30, 2001 and 2000, and for each of the years in the three-year period ended June 30, 2001; (b) Pro Forma Financial Information: Statement of operations for the Partnership for the fiscal year ended September 30, 2001. (c) Exhibits: Exhibit Number Exhibit ------- ------- 23.1 Consent of KPMG LLP to Meenan financial statements. 99.1 Audited annual historical financial statements of Meenan as of June 30, 2001 and 2000, and for each of the years in the three-year period ended June 30, 2001. 99.2 Pro forma statement of operations for the Partnership for the fiscal year ended September 30, 2001. -2- 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. STAR GAS PARTNERS, L.P. By: Star Gas, LLC, as General Partner By: /s/ James Bottiglieri ---------------------------------- Name: James Bottiglieri Title: Vice President Date: November 4, 2002 -3- INDEX TO EXHIBITS Exhibit Number Exhibit ------- ------- 23.1 Consent of KPMG LLP to Meenan financial statements 99.1 Audited annual historical financial statements of Meenan as of June 30, 2001 and 2000, and for each of the years in the three-year period ended June 30, 2001 99.2 Pro forma statement of operations for the Partnership for the fiscal year ended September 30, 2001 -4-