-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vn+1Gb0FaY/bSVzQh73r7IU62mINz3cUgSQ5IBS9pbp9uK04xNT988AVae8qBtIu fVbqsLauQMlKPB9v9TLm3g== 0000950117-03-002535.txt : 20030613 0000950117-03-002535.hdr.sgml : 20030613 20030613084103 ACCESSION NUMBER: 0000950117-03-002535 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-104415 FILED AS OF DATE: 20030613 EFFECTIVENESS DATE: 20030613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN PROPANE PARTNERS LP CENTRAL INDEX KEY: 0001005210 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 223410353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-106085 FILM NUMBER: 03742856 BUSINESS ADDRESS: STREET 1: P O BOX 206 STREET 2: 240 ROUTE 10 WEST CITY: WIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 9738875300 MAIL ADDRESS: STREET 1: ONE SUBURBAN PLZ STREET 2: 240 RTE 10 WEST CITY: WHIPPANY STATE: NJ ZIP: 07981 S-3MEF 1 a35558.txt SUBURBAN PROPANE AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2003. REGISTRATION NO. 333- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- SUBURBAN PROPANE PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------- DELAWARE 5984 22-3410353 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
240 ROUTE 10 WEST WHIPPANY, NJ 07981 (973) 887-5300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------- JANICE G. MEOLA, ESQ. GENERAL COUNSEL SUBURBAN PROPANE PARTNERS, L.P. 240 ROUTE 10 WEST WHIPPANY, NJ 07981 (973) 887-5300 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------- COPIES TO: STEPHEN H. COOPER, ESQ. PAUL JACOBS, ESQ. WEIL, GOTSHAL & MANGES LLP NEIL GOLD, ESQ. 767 FIFTH AVENUE FULBRIGHT & JAWORSKI L.L.P. NEW YORK, NEW YORK 10153 666 FIFTH AVENUE (212) 310-8000 NEW YORK, NEW YORK 10103 (212) 318-3000
------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. ------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-104415 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) UNIT PRICE(2) FEE(3) --------------------------- ------------- --------- --------- ------------ Common Units representing limited partnership interests..... 2,624,875 $29.00 $76,121,375 $6,161
(1) Includes 342,375 common units subject to underwriters' over-allotment option. (2) This Registration Statement relates to the Registrant's Registration Statement on Form S-3 (Registration No. 333-104415) (the 'Prior Registration Statement'). In accordance with Rule 462(b) of the Securities and Exchange Commission's Rules and Regulations under the Securities Act of 1933, as amended, the proposed maximum aggregate offering price of securities eligible to be sold under the Prior Registration Statement ($70,000,000) is carried forward to this Registration Statement, and an additional amount of securities, having a proposed maximum aggregate offering price of $6,121,375 is registered hereby. (3) $496 is paid pursuant to this Registration Statement. The remaining $5,665 is carried forward from the Prior Registration Statement, for which a filing fee in such amount was paid at the time of registration. IN ACCORDANCE WITH RULE 462(b) OF THE SECURITIES AND EXCHANGE COMMISSION'S RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT INCORPORATES BY REFERENCE THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-104415) TO WHICH THIS REGISTRATION STATEMENT RELATES. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Whippany, State of New Jersey, on June 12, 2003. SUBURBAN PROPANE PARTNERS, L.P. By: * ...................................... MARK A. ALEXANDER PRESIDENT, CHIEF EXECUTIVE OFFICER AND APPOINTED SUPERVISOR Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * President and Chief Executive June 12, 2003 ......................................... Officer; Appointed Member of the MARK A. ALEXANDER Board of Supervisors (Principal Executive Officer) * Vice President -- Finance June 12, 2003 ......................................... (Principal Financial Officer) ROBERT M. PLANTE * Senior Vice President -- Corporate June 12, 2003 ......................................... Development; Appointed Member of MICHAEL J. DUNN, JR. the Board of Supervisors * Elected Member and Chairman of the June 12, 2003 ......................................... Board of Supervisors JOHN HOYT STOOKEY * Elected Member of the Board of June 12, 2003 ......................................... Supervisors HAROLD R. LOGAN, JR. * Elected Member of the Board of June 12, 2003 ......................................... Supervisors DUDLEY C. MECUM /s/ MICHAEL A. STIVALA Controller (Principal Accounting June 12, 2003 ......................................... Officer) MICHAEL A. STIVALA *By: /s/ JANICE G. MEOLA ......................................... JANICE G. MEOLA ATTORNEY-IN-FACT
EXHIBITS The following is a complete list of Exhibits filed as part of this Registration Statement, which are incorporated herein.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 1.1 -- Form of Underwriting Agreement.* 2.1 -- Recapitalization Agreement dated as of November 27, 1998 by and among Suburban, the Operating Partnership, the general partner, Millennium Chemicals, Inc. and Suburban Energy Services Group LLC (filed as Exhibit 2.1 to Suburban's Current Report on Form 8-K filed December 3, 1998).** 3.1 -- Second Amended and Restated Agreement of Limited Partnership of Suburban Propane Partners, L.P. dated as of May 26, 1999 (filed as Exhibit 3(a) to Suburban's Quarterly Report on Form 10-Q filed August 10, 1999).** 3.2 -- Second Amended and Restated Agreement of Limited Partnership of Suburban Propane, L.P. dated as of May 26, 1999 (filed as Exhibit 3(b) to Suburban's Quarterly Report on Form 10-Q filed August 10, 1999).** 5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the legality of the securities registered hereby. 8.1 -- Form of opinion of Weil, Gotshal & Manges LLP as to tax matters.* 21.1 -- Listing of Subsidiaries of Suburban (filed as Exhibit 21.1 to Suburban's Annual Report on Form 10-K for the fiscal year ended September 28, 2002).** 23.1 -- Consent of Independent Accountants. 23.2 -- Consent of Weil, Gotshal & Manges LLP (to be included in the Opinion filed as Exhibit 5.1). 23.3 -- Consent of Weil, Gotshal & Manges LLP (included in the Opinion filed as Exhibit 8.1).* 24.1 -- Power of Attorney (included on signature page to Registration Statement).*
- --------- * Previously filed in connection with Registration on Form S-3 (Registration No. 333-104415) and incorporated by reference. ** Incorporated by reference. EX-5 3 ex5-1.txt EXHIBIT 5.1 Weil, Gotshal & Manges llp BOSTON 767 FIFTH AVENUE o NEW YORK, NY 10153-0119 BRUSSELS (212) 310-8000 BUDAPEST FAX: (212) 310-8007 DALLAS FRANKFURT HOUSTON LONDON MIAMI PRAGUE SILICON VALLEY SINGAPORE WARSAW WASHINGTON, D.C.
June 12, 2003 Suburban Propane Partners, L.P. One Suburban Plaza 240 Route 10 West Whippany, New Jersey 07981-0206 Ladies and Gentlemen: We have acted as counsel to Suburban Propane Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the preparation and filing with the Securities and Exchange Commission, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-3 (the "Registration Statement"), filed relating to an aggregate of 2,624,875 common units representing limited partner interests in the Partnership (the "Common Units"). In so acting, we have examined such statutes, regulations, partnership records, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Partnership, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Partnership. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Common Units that are the subject of the Registration Statement have been duly authorized, and when issued and delivered to the Underwriters against payment therefor upon the terms described in the prospectus forming a part of the Weil, Gotshal & Manges Suburban Propane Partners, L.P. June 12, 2003 Page 2 Registration Statement (the "Prospectus"), will be validly issued, fully paid and nonassessable, except as such nonassessability may be affected by the matters described in the "Risk Factors" section of the Prospectus under the captions "Unitholders may not have limited liability in some circumstances and may be liable for the return of some distributions" and "Unitholders may have liability to repay distributions." We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the heading "Legal Opinions" in the Prospectus. Very truly yours, /s/ Weil, Gotshal & Manges LLP EX-23 4 ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 23, 2002 relating to the financial statements and financial statement schedule, which appears in Suburban Propane Partners, L.P.'s Annual Report on Form 10-K for the year ended September 28, 2002. We also consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 23, 2002 relating to the financial statements of Suburban Energy Services Group, LLC, which appears in the Suburban Propane Partners, L.P.'s Annual Report on Form 10-K for the year ended September 28, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Florham Park, NJ June 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----