-----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, GlbKe0oy8mIaAbpENcUUZE0soWqDgbuUAPGvMNusLsz1Ncu0xj9yIHjK1JmkFp/R HVavxJN96anG2XnvlZzCbg== 0001005210-03-000042.txt : 20031208 0001005210-03-000042.hdr.sgml : 20031208 20031208142547 ACCESSION NUMBER: 0001005210-03-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031208 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: 031042281 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 sp8k120803.txt SUBURBAN PROPANE PARTNERS, L.P. PRESS RELEASE 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 8, 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 (I.R.S. Employer of incorporation) Identification No.) 240 Route 10 West Whippany, N.J. 07981 (973) 887-5300 -------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Page 1 Exhibit Index on Page 2 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On December 8, 2003, Suburban Propane Partners, L.P. issued two press releases (the "Press Releases") announcing that (i) it intends to make a public offering of 2,600,000 Common Units and (ii) it proposes to offer $150,000,000 of senior unsecured notes. Copies of the Press Releases have been filed as exhibits 99.1 and 99.2 to this Current Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of Suburban Propane Partners, L.P. dated December 8, 2003, announcing that it intends to make a public offering of 2,600,000 Common Units. 99.2 Press Release of Suburban Propane Partners, L.P. dated December 8, 2003, announcing that it proposes to offer $150,000,000 of senior unsecured notes. Page 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. SUBURBAN PROPANE PARTNERS, L.P. Decmber 8, 2003 By: /s/ Janice G. Meola ----------------------- Name: Janice G. Meola Title: Vice President, General Counsel and Secretary Page 3 EX-99 2 spex99_1pr.txt SUBURBAN PROPANE PARTNERS, L.P. EXHIBIT 99.1 EXHIBIT 99.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES PUBLIC OFFERING OF 2,600,000 COMMON UNITS WHIPPANY, N.J., December 8, 2003 -- Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced that it intends to make a public offering of 2,600,000 Common Units representing limited partner interests. Suburban Propane Partners, L.P. intends to use the net proceeds of the offering, in combination with the proceeds of a concurrent private offering of senior notes, to finance the recently announced acquisition of substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. This Common Unit offering is not contingent upon the closing of the acquisition or the concurrent senior notes offering. These transactions are expected to close in December 2003. The Common Units will be issued under the Partnership's effective shelf registration statement and the public offering is expected to commence the week of December 8, 2003. The Partnership also expects to grant the underwriters an option to purchase an additional 390,000 Common Units to cover over-allotments. Goldman, Sachs & Co. will be the book-running lead manager for the offering. Wachovia Securities and Raymond James & Associates, Inc. will be co-managers. When available, copies of the preliminary prospectus supplement relating to the offering may be obtained from the office of Goldman, Sachs & Co., 85 Broad Street, Prospectus Department, Concourse Level, New York, NY 10004. 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 spex99_2pr.txt SUBURBAN PROPANE PARTNERS, L.P. EXHIBIT 99.2 EXHIBIT 99.2 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES WHIPPANY, N.J., December 8, 2003 -- Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced that it proposes to offer $150 million of senior unsecured notes due 2013 in a private placement to eligible purchasers. The offering is expected to be eligible for resale under Rule 144A and Regulation S. The private placement, which is subject to market and other conditions, will be made only to qualified institutional buyers within the United States and non-U.S. investors outside the United States. Suburban Propane Partners, L.P. intends to use the net proceeds of the offering to finance a portion of the recently announced acquisition of substantially all of the assets of Agway Energy Products, LLC, Agway Energy Services, Inc., and Agway Energy Services PA, Inc. The Partnership will not receive the proceeds of the debt offering if the acquisition does not close by a specified date. The notes have not been registered under the Securities Act of 1933 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----