================================================================================
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 10, 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 5. OTHER EVENTS
This Current Report on Form 8-K files certain exhibits to the shelf registration
statement of Suburban Propane Partners, L.P. (the "Partnership") on Form S-3
(Registration No. 333-109714).
On December 10, 2003, the Partnership entered into an underwriting agreement
among Goldman, Sachs & Co., Wachovia Securities, LLC and Raymond James &
Associates, Inc., as underwriters ("the "Underwriting Agreement"), in connection
with the public offering of 2,600,000 common units representing limited partner
interests of the Partnership (the "Common Units") at a public offering price of
$30.90 per Common Unit. The Partnership granted the underwriters an option to
purchase up to an additional 390,000 Common Units pursuant to the Underwriting
Agreement to cover over-allotments, if any. The offering is being made in
connection with a prospectus and prospectus supplement filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended.
The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report
on Form 8-K. The opinion of the Partnership's counsel as to the legality of the
Common Units is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
The opinion of the Partnership's federal tax counsel as to certain United States
federal tax matters is being filed as Exhibit 8.1 to this Current Report on Form
8-K.
On December 11, 2003 the Partnership issued a press release announcing that it
entered into the Underwriting Agreement. A copy of such press release is being
filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith:
1.1 Underwriting Agreement.
5.1 Opinion of Cahill Gordon & Reindel LLP as to the legality of the
Common Units.
8.1 Opinion of Cahill Gordon & Reindel LLP as to certain United
States federal tax matters.
99.1 Press Release dated December 11, 2003.
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 11, 2003
SUBURBAN PROPANE PARTNERS, L.P.
By: /s/ Janice G. Meola
----------------------------------------
Name: Janice G. Meola
Title: Vice President,
General Counsel & Secretary
EXHIBITS
Exhibit No. Exhibit
----------- -------
1.1 Underwriting Agreement
5.1 Opinion of Cahill Gordon & Reindel LLP as to the
legality of the Common Units
8.1 Opinion of Cahill Gordon & Reindel LLP as to certain
United States federal tax matters
99.1 Press Release dated December 11, 2003