-----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, ITuVfdnLhbSZzXzcKhejPvZl9cxPM7Zat58xIjU92+CtXKzkoStxWJCjriJPl+H6 vxuETgMqTintvR1C1M0YHQ== 0001161154-06-000008.txt : 20060217 0001161154-06-000008.hdr.sgml : 20060217 20060217144822 ACCESSION NUMBER: 0001161154-06-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060215 FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 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: 06628733 BUSINESS ADDRESS: STREET 1: 1801 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159776305 4 1 doc.xml PRIMARY DOCUMENT X0202 4 2006-02-15 0001161154 SUNOCO LOGISTICS PARTNERS LP SXL 0001167741 SUNOCO PARTNERS LLC 1735 MARKET STREET PHILADELPHIA PA 19103-7583 0 0 1 1 General Partner Common Units 2006-02-15 4 M 0 2845910 0 A 6371915 D Subordinated Units 2006-02-15 4 M 0 2845910 0 D Common Units 2845910 5691819 D The conversion rate is 1 for 1. 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. Not Applicable 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. 2,845,910 shares of Subordinated Units representing limited partner interests ("Subordinated Units") converted into an equal number of Common Units on February 15, 2006, pursuant to the terms of the Issuer's Second Amended and Restated Agreement of Limited Partnership, dated 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 in 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. Bruce D. Davis, Jr., V.P., General Counsel & Secretary 2006-02-17 EX-24 2 powerofattorney.txt POWER OF ATTORNEY LETTER Joint Filer Information [Exhibit 99] Name: Sun Pipe Line Company* Address: 1735 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: 02/15/2006 Signature: /s/ Michael L. Preston, Secretary Name: Sunoco, Inc. (R&M)** Address: 1735 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: 02/15/2006 Signature: /s/ Michael L. Preston, VP and Assistant Secretary Name: Atlantic Refining & Marketing Corp.*** Address: 1735 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: 02/15/2006 Signature: /s/ Michael L. Preston, Secretary _____________________________ *Sun Pipe Line Company owns 67 percent of the membership interests in Sunoco Partners LLC. **Sunoco, Inc. (R&M) owns 13 percent of the membership interests in Sunoco Partners LLC. ***Atlantic Refining & Marketing Corp. owns 20 percent of the membership interests in Sunoco Partners LLC. -----END PRIVACY-ENHANCED MESSAGE-----