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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 19, 2004
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
registrant's principal executive offices)
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ITEMS 9 and 12. Regulation FD Disclosure and
Results of Operations and Financial Condition
On December 23, 2003, Suburban Propane Partners, L.P. ("Suburban"),
together with its wholly-owned direct subsidiary, Suburban Energy Finance Corp.
("Finance Corp." and, together with Suburban, the "Issuers"), jointly issued, in
a private placement, $175,000,000 aggregate principal amount of 6 7/8% Senior
Notes due 2013 (the "Outstanding Notes"). In order to facilitate their
obligations under an exchange and registration rights agreement executed in
connection with the placement of the Outstanding Notes, the Issuers hereby
furnish (i) the unaudited condensed combined financial statements of Agway
Energy Group (Agway Energy Products LLC, Agway Energy Services Inc. and Agway
Energy Services PA, Inc.) as of September 30, 2003 and June 30, 2003 and for
each of the three months ended September 30, 2003 and 2002 and the notes related
thereto, as Exhibit 99.1 and (ii) the unaudited pro forma condensed combined
statement of operations of Suburban Propane Partners, L.P. and Agway Energy for
the three month period ended December 27, 2003 and the notes related thereto, as
Exhibit 99.2. The unaudited pro forma condensed combined statement of operations
does not purport to represent the actual results of operations of the combined
companies on the date indicated therein, nor does it purport to project the
results of operations for such combined companies for any future period.
The information furnished in this Current Report on Form 8-K, including
Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, and will not be
incorporated by reference into any registration statement filed under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated therein by reference.
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: March 19, 2004
SUBURBAN PROPANE PARTNERS, L.P.
By: /s/ Janice G. Meola
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Name: Janice G. Meola
Title: Vice President, General Counsel
and Secretary
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 The unaudited condensed combined financial statements of Agway Energy Group
(Agway Energy Products LLC, Agway Energy Services Inc. and Agway Energy
Services PA, Inc.) as of September 30, 2003 and June 30, 2003 and for each
of the three months ended September 30, 2003 and 2002 and the notes related
thereto
99.2 The unaudited pro forma condensed combined statement of operations of
Suburban Propane Partners, L.P. and Agway Energy for the three month period
ended December 27, 2003 and the notes related thereto