-----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, JWn/FL9TTnbleQKJNig4JvyF5lB24T4p5Vnrl4Iftkqbha6CUVRtAjbqMT8Ud9QL cDDgM6wZiZrz4ryuxW2lVg== 0000950162-03-001695.txt : 20031219 0000950162-03-001695.hdr.sgml : 20031219 20031219134752 ACCESSION NUMBER: 0000950162-03-001695 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031218 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031219 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14222 FILM NUMBER: 031064561 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 8-K 1 sub8k121803.txt ================================================================================ 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) December 18, 2003 Commission File Number 1-14222 SUBURBAN PROPANE PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 22-3410353 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 240 Route 10 West Whippany New Jersey 07981 (973) 887-5300 (Address, including zip code and telephone number, including area code, of principal executive offices) ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: 99.1 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that it has priced $175 million aggregate principal amount of 6.875% senior unsecured notes due 2013 in a private placedment to eligible purchasers. 99.2 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that the underwriters have exercised their over-allotment option to purchase from the Partnership an additional 390,000 Common Units, at a price of $30.90 per Common Unit. 99.3 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that the United States Bankruptcy Court for the Northern District of New York has approved the bid of its operating partnership, Suburban Propane, L.P. to acquire substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. 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: December 18, 2003 SUBURBAN PROPANE PARTNERS, L.P. By: /s/ Michael J. Dunn, Jr. ---------------------------------------- Name: Michael J. Dunn, Jr. Title: Senior Vice President - Corporate Development EXHIBITS Exhibit No. Exhibit - ---------- ------- 99.1 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that it has priced $175 million aggregate principal amount of 6.875% senior unsecured notes due 2013 in a private placement to eligible purchasers. 99.2 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that the underwriters have exercised their over-allotment option to purchase from the Partnership an additional 390,000 Common Units, at a price of $30.90 per Common Unit. 99.3 Press Release of Suburban Propane Partners, L.P. dated December 18, 2003, announcing that the United States Bankruptcy Court for the Northern District of New York has approved the bid of its operating partnership, Suburban Propane, L.P. to acquire substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. EX-99.1 3 sub8k121803ex99-1.txt Exhibit 99.1 NEWS RELEASE For Immediate Release SUBURBAN PROPANE PARTNERS, L.P. PRICES $175 MILLION OF 6.875% SENIOR UNSECURED NOTES WHIPPANY, N.J., December 18, 2003 - Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced that it has priced $175 million aggregate principal amount of 6.875% senior unsecured notes due 2013 in a private placement to eligible purchasers. The notes will be co-issued by Suburban Propane Partners, L.P. and its wholly-owned subsidiary, Suburban Energy Finance Corp. The private placement will be made only to qualified institutional buyers within the United States under Rule 144A and non-U.S. investors outside the United States under Regulation S. The Partnership intends to use the net proceeds of the offering to finance a portion of the purchase price for the pending acquisition of substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc. and Agway Energy Services PA, Inc. ("Agway Energy"). The offering is expected to close on or about December 23, 2003. The Partnership will not receive the proceeds of the debt offering if the acquisition of Agway Energy does not close by a specified date. The notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes nor shall there be any sale of notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed. Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928. The Partnership serves approximately 750,000 residential, commercial, industrial and agricultural customers through 320 customer service centers in 40 states. Company contact: Robert M. Plante Vice President & Chief Financial Officer (973) 503-9252 EX-99.2 4 sub8k121803ex99-2.txt Exhibit 99.2 NEWS RELEASE For Immediate Release SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION WHIPPANY, N.J., December 18, 2003 -- Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced that the underwriters have exercised their over-allotment option to purchase from the Partnership an additional 390,000 Common Units, at a price of $30.90 per Common Unit. The Partnership intends to use the net proceeds received from the exercise of the over-allotment option to finance a portion of the purchase price for the proposed acquisition of substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. and for general partnership purposes. The sale of the additional 390,000 Common Units is not contingent upon the closing of the acquisition and is expected to close on December 23, 2003. The Common Units will be issued under the Partnership's effective shelf registration statement. The Partnership's offering of 2,600,000 Common Units closed on December 16, 2003, and was underwritten and managed by Goldman, Sachs & Co. (as the book-running manager), as well as by Wachovia Securities and Raymond James. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, it has been in the customer service business since 1928. The Partnership serves approximately 750,000 residential, commercial, industrial and agricultural customers through 320 customer service centers in 40 states. # # # Company contact: Robert M. Plante Vice President and Chief Financial Officer (973) 503-9252 EX-99.3 5 sub8k121803ex99-3.txt Exhibit 99.3 NEWS RELEASE For Immediate Release COURT APPROVES BID BY SUBURBAN PROPANE, L.P. TO ACQUIRE ASSETS OF AGWAY ENERGY Acquisition Will Create One of the Largest Full-Service Energy Providers in U.S. WHIPPANY, N.J., December 18, 2003 - Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced that the United States Bankruptcy Court for the Northern District of New York has approved the bid of its operating partnership, Suburban Propane, L.P. to acquire substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. (collectively "Agway Energy"). The Partnership expects to close this transaction prior to the end of this year. The purchase price of $206 million is subject to adjustments. In making this announcement, President and Chief Executive Officer Mark A. Alexander said, "Agway Energy's business model and operating area make it a very attractive acquisition for a number of reasons, all of which are supportive of and complement our long-term growth strategy. This acquisition will transform Suburban from a distributor of a single fuel with 750,000 customers into a complete energy marketer with the ability to provide energy products and services to well over 1,000,000 customers. Agway Energy's propane business significantly increases Suburban's position in the industry and its footprint in the Northeast, one of Suburban's prime marketing areas. Agway Energy's heating, ventilation and air conditioning (HVAC) business and many locations throughout the Northeast provide an immediate growth vehicle for Suburban's service and retail businesses. The heating oil business represents an entirely new product for Suburban, one which complements its other businesses." Mr. Alexander added, "We've been extremely impressed with the caliber of employees at Agway Energy, and we're glad to be welcoming them into the Suburban family. We're very excited about our future together as we transition into one of the largest full-service energy providers in the United States." Dennis W. Trautman, Agway Energy's Chief Operating Officer, will become Suburban's Managing Director of Northeast Operations. Agway's four General Managers will continue in their current roles with Suburban. Mr. Trautman said, "The history and culture of these two organizations will enable us to provide superior customer service through a talented group of employees. We're excited to introduce all of Agway Energy's products and services to Suburban customers. With Suburban's financial strength, Agway Energy will be well positioned to continue thriving and supporting the many customers and communities that have come to depend on us for their energy needs." Agway Energy, headquartered in Syracuse, New York, provides heating oil, propane, natural gas and electricity and related products and services to more than 400,000 residential, commercial and agricultural customers throughout New York, New Jersey, Pennsylvania and Vermont. Agway Energy is the second largest heating oil retailer in the United States and among the top ten propane marketers. Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928. The Partnership serves approximately 750,000 residential, commercial, industrial and agricultural customers through 320 customer service centers in 40 states. # # # Company contact: Robert M. Plante Vice President & Chief Financial Officer (973) 503-9252 -----END PRIVACY-ENHANCED MESSAGE-----