-----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, S1qt0AdkpYta0lB66d4flItTZGhpSu5IGAqKP2is9sYpWf4G1uQ1AYW6yw1a9OGn z9IaEo648rW9ppuTTdwyjg== 0001161154-05-000011.txt : 20050216 0001161154-05-000011.hdr.sgml : 20050216 20050216180510 ACCESSION NUMBER: 0001161154-05-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050215 FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUNOCO LOGISTICS PARTNERS LP CENTRAL INDEX KEY: 0001161154 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 233096839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1203 BUSINESS ADDRESS: STREET 1: SUN COMPANY INC, TEN PENN CENTER STREET 2: 1801 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (215)977-3000 MAIL ADDRESS: STREET 1: 1800 MARKET STREET CITY: PHILADEPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUNOCO PARTNERS LLC CENTRAL INDEX KEY: 0001167741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31219 FILM NUMBER: 05621948 BUSINESS ADDRESS: STREET 1: 1801 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159776305 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-02-15 0 0001161154 SUNOCO LOGISTICS PARTNERS LP SXL 0001167741 SUNOCO PARTNERS LLC 0 0 1 1 General Partner Common Units 2005-02-15 4 M 0 2845910 A 6301005 D Subordinated Units 2005-02-15 4 M 0 2845910 D Common Units 2845910 8537729 D The transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable. 2,845,910 shares of Subordinated Units representing limited partner interests ("Subordinated Units") converted into an equal number of Common Units on February 15, 2005, pursuant to the terms of the Issuer's Second Amended and Restated Agreement of Limited Partnership, dated as of July 20, 2004, as amended. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Sunoco Partners LLC is set forth on Exhibit 99 to this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed as admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. Sunoco Partners LLC is the record and beneficial owner of the Common Units and Subordinated Units reported on this form. Each of Sunoco, Inc. (R&M), Sun Pipe Line Company, and Atlantic Refining & Marketing Corp., directly or indirectly, owns an interest in Sunoco Partners LLC and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. This form comprises a joint filing by Sunoco Partners LLC; Sunoco, Inc. (R&M); Sun Pipe Line Company; and Atlantic Refining & Marketing Corp. The conversion rate is 1 for 1. None Not Applicable /s/ Bruce D. Davis, Jr., VP, General Counsel & Secretary 2005-02-16 EX-99 2 jointfilerinformation.txt JOINT FILER INFORMATION Joint Filer Information Name: Sun Pipe Line Company* Address: 1801 Market Street, Philadelphia, PA 19103 Designated Filer: Sunoco Partners LLC Issuer and Ticker Symbol: Sunoco Logistics Partners L.P. (SXL) Date of Event Requiring Statement: 02/15/2005 Signature: /s/ Elric C. Gerner, Secretary Name: Sunoco, Inc. (R&M)** Address: 1801 Market Street, Philadelphia, PA 19103 Designated Filer: Sunoco Partners LLC Issuer and Ticker Symbol: Sunoco Logistics Partners L.P. (SXL) Date of Event Requiring Statement: 02/15/2005 Signature: /s/ Elric C. Gerner, VP and Assistant Secretary Name: Atlantic Refining & Marketing Corp.*** Address: 1801 Market Street, Philadelphia, PA 19103 Designated Filer: Sunoco Partners LLC Issuer and Ticker Symbol: Sunoco Logistics Partners L.P. (SXL) Date of Event Requiring Statement: 02/15/2005 Signature: /s/ Elric C. Gerner, Secretary _______________________ *Sun Pipe Line Company owns 67% of the membership interests in Sunoco Partners LLC. **Sunoco, Inc. (R&M) owns 13% of the membership interests in Sunoco Partners LLC. ***Atlantic Refining & Marketing Corp. owns 20% of the membership interests in Sunoco Partners LLC. -----END PRIVACY-ENHANCED MESSAGE-----