-----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, QwXnLsb4p04UCYiRMSZfsbqbE2U6fQYBRD4KkknwiCJ6h5F/td5mwDBrT2VGfIwY 4NnOeTfWjvoaLCUyLVxFaA== 0001005210-97-000012.txt : 19971222 0001005210-97-000012.hdr.sgml : 19971222 ACCESSION NUMBER: 0001005210-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971219 ITEM INFORMATION: FILED AS OF DATE: 19971219 SROS: NYSE 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: SEC FILE NUMBER: 001-14222 FILM NUMBER: 97741071 BUSINESS ADDRESS: STREET 1: ONE SUBURBAN PLAZA STREET 2: 240 ROUTE 10 WEST CITY: WIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2018875300 MAIL ADDRESS: STREET 1: ONE SUBURBAN PLZ STREET 2: 240 RTE 10 WEST CITY: WHIPPANY STATE: NJ ZIP: 07981 8-K 1 CURRENT REPORT 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 19, 1997 ------------------- SUBURBAN PROPANE PARTNERS, L.P. ------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14222 22-3410353 -------- ------- ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) 240 Route 10 West Whippany, N.J. 07981 -------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code : (973) 887 - 5300 ---------------- Page 1 of 6 Exhibit Index on Page 4 ITEM 5. OTHER EVENTS. On December 19, 1997, Suburban Propane Partners, L.P. (the "Partnership") issued a press release (the "Press Release") regarding the sale by the Partnership of its 8.6% ownership interest in the Dixie Pipeline Company and the resulting gain. In response to an analyst's report, the press release also commented on projected EBITDA for the fiscal quarter ended December 27, 1997 and the level of anticipated distributable cash for the 1998 fiscal year. A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report. Page 2 of 6 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. December 19, 1997 By: /s/ Kevin McIver ---------------------------- Name: Kevin T. McIver Title: Vice President, General Counsel and Secretary Page 3 of 6 EX-99 2 PRESS RELEASE FOR SUBURBAN PROPANE PARTNERS, L.P. EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release dated December 19, 1997 Page 4 of 6 EXHIBIT 99.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- SUBURBAN PROPANE PARTNERS, L.P. TO REALIZE GAIN ON SALE OF 8.6% OWNERSHIP INTEREST IN DIXIE PIPELINE COMPANY WHIPPANY, NEW JERSEY, DECEMBER 19, 1997 -- Suburban Propane Partners, L.P. (NYSE: SPH) announced today that it has signed agreements to sell its 3,610 shares of common stock of the Dixie Pipeline Company, which represents an ownership interest of 8.6%, to Shell Western E&P Inc. and Conoco Pipe Line Company. Suburban will receive net cash proceeds of approximately $13 million for its minority interest in Dixie Pipeline and realize a gain of approximately $5 million from the sale. Shell Western will purchase 58 percent of the common stock and Conoco Pipe Line will purchase the balance. Both Shell and Conoco held an ownership interest in Dixie Pipeline prior to the execution of these sale agreements. "We decided to sell our shares in Dixie Pipeline because our minority interest does not offer a strategic business advantage to Suburban Propane, and a sale at this time will maximize the return on our investment," said Mark A. Alexander, president and chief executive officer of Suburban Propane. The Dixie Pipeline Company owns and operates a propane gas pipeline that runs from Mont Belvieu, Texas to Apex, North Carolina. This pipeline is a major source of propane supplied to the southeastern United States. Suburban will continue to be a major shipper of propane on the pipeline. In response to an analyst's report released yesterday, the Company commented that, excluding the proceeds from this sale, the company anticipates that EBITDA from operations for the first quarter ended December 27, 1997 will increase by approximately 7 to 14 cents per unit over the prior year's period, primarily due to benefits from the restructuring initiatives begun in 1997. For the full fiscal year 1998, the Company presently expects that its distributable cash flow will exceed the $1.21 per common unit, after restructuring charges, generated in fiscal 1997 although it is too early to tell to what extent. Suburban Propane Partners, L.P. is a publicly traded partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the retail propane business since 1928 and is the nation's third largest propane gas marketer. The Company serves approximately 700,000 residential, commercial, industrial and agricultural customers through more than 350 customer service centers in more than 40 states. Statements made herein that relate to the Company's expectations for the first fiscal quarter and full fiscal year 1998 are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results may differ materially from those contained in such forward looking statements due to factors, risks and uncertainties such as the price volatility of propane, weather conditions, continued control of expenses, customer retention and changes in the regulatory environment. Additional information that could cause actual results to differ materially from those discussed in forward looking statements is contained in the company's US Securities and Exchange Commission (SEC) filings. Copies of these filings, including 10-Ks and 10-Qs, may be obtained by contacting the company or the SEC. Corporate news, unit prices and additional information about Suburban are available at no charge 24 hours a day, 7 days a week from PR Newswire's Company News On-Call service. Via the INTERNET: Go to http://www.prnewswire.com/cnoc. To receive news releases via fax: Dial 800-758-5804 and input extension 112074. Company Contact: Investor Relations (973) 503-9252 # # # -----END PRIVACY-ENHANCED MESSAGE-----