<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Star Gas Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware 5984 06-1437793
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code) Identification No.)
of incorporation or
organization)
2187 Atlantic Street Richard F. Ambury, Vice
P.O. Box 120011 President and Treasurer
Stamford, Connecticut Star Gas LLC
06912-0011 2187 Atlantic Street
(203) 328-7300 P.O. Box 120011
(Address, including zip Stamford, Connecticut 06912-
code, and 0011
telephone number, (203) 328-7300
including area code, of (Name, address, including
registrant's principal zip code, and
executive offices) telephone number, including
area code, of
agent for service)
Copy to:
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue, 28th Floor
New York, New York 10103
(212) 977-9700
Attn: Alan Shapiro, Esq.
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-47295.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Units representing
limited partner
interests................ 150,000 $16.00 $2,400,000 $668.00
</TABLE>
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(1) Calculated in accordance with Rule 457(c) on the basis of the average of
the high and low sales prices of the Common Units on August 16, 1999, as
reported on the New York Stock Exchange.
<PAGE>
INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-3
File No. 333-47295
This Registration Statement is filed for the purpose of registering
additional securities pursuant to Rule 462(b) under the Securities Act of 1933,
as amended. The Registrant hereby incorporates by reference into this
Registration Statement on Form S-3 in its entirety the Registration Statement
on Form S-3, as amended(File No. 333-47295), declared effective on March 13,
1998 by the Securities and Exchange Commission, and Post-Effective Amendment
No. 1 thereto, declared effective on June 24, 1999 by the Commission, including
each of the documents filed by the Registrant with the Commission and
incorporated or deemed to be incorporated therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Stamford, state of
Connecticut, on August 18, 1999.
Star Gas Partners, L.P.
By: STAR GAS LLC, as
General Partner
/s/ Irik P. Sevin
By: ____________________
Irik P. Sevin
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each Person whose signature appears below appoints Irik Sevin, Richard F.
Ambury and George Leibowitz and each of them, any of whom may act without the
joinder of the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and any Registration Statement (including any amendment thereto) for
this offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act, and to file the same, with all exhibits thereto, and all
other documents in connection, therewith, with the Securities and Exchange
Commission and grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or world do in person, hereby ratifying and confirming all that said attorney-
in-fact and agents or any of them or their or his or her substitute and
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Irik P. Sevin Chairman of the Board and August 18, 1999
______________________________________ Chief Executive Officer
Irik P. Sevin (Principal Executive and
Accounting Officer)
/s/ George Leibowitz Chief Financial Officer August 18, 1999
______________________________________ (Principal Financial
George Leibowitz Officer)
/s/ Audrey L. Sevin Director August 18, 1999
______________________________________
Audrey L. Sevin
/s/ William Nicoletti Director August 18, 1999
______________________________________
William Nicoletti
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Paul Biddelman Director August 18, 1999
______________________________________
Paul Biddelman
/s/ Thomas J. Edelman Director August 18, 1999
______________________________________
Thomas J. Edelman
/s/ Wolfgang Traber Director August 18, 1999
______________________________________
Wolfgang Traber
/s/ William G. Powers, Jr. Director August 18, 1999
______________________________________
William G. Powers, Jr.
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<C> <S>
5.1 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP as to the
validity of the securities being registered.**
23.1 Consent of KPMG LLP.**
23.2 Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
their opinion filed as Exhibit 5.1).
Powers of Attorney (included on the registration Statement Signature
24.1 Page)**
</TABLE>
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** Filed herewith.
<PAGE>
EXHIBIT 5.1
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
August 18, 1999
Star Gas Partners, L.P.
2187 Atlantic Street
Stamford, CT 06912-0011
Re: Registration Statement of Form S-3
----------------------------------
Dear Ladies and Gentlemen:
We refer to the above-captioned registration statement (the "Registration
Statement") under the Securities Act of 1933, as amended, filed by Star Gas
Partners, L.P., a Delaware limited partnership (the "Partnership"), with the
Securities and Exchange Commission, relating to 150,000 common units (the
"Common Units") of limited partner interests in the Partnership which are being
offered for sale by the Partnership.
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to them in the Registration Statement.
We have made such examination of law and have examined originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
records, agreements and other instruments, certificates and orders of public
officials, certificates of the General Partner and representatives of the
Partnership, and other documents that we have deemed necessary to render the
options hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to the original thereof of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing as a
limited partnership in good standing under the laws of the State of Delaware.
2. The Common Units when and to the extent issued in accordance with the
Partnership Agreement, will be validly issued, fully paid and non-assessable.
<PAGE>
Star Gas Partners, L.P.
Page -2-
August 18, 1999
We are attorneys admitted to practice in the State of New York. Our
opinion relates only to the laws of the State of New York, applicable federal
law of the United States of America and the corporate and limited partnership
laws of Delaware. We express no opinion on the law of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of Common Units" in the related Prospectus.
Very truly yours,
/s/
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
<PAGE>
Exhibit 23.1
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Star Gas Partners, L.P.
We consent to incorporation by reference in the registration statement to be
filed on Form S-3 of Star Gas Partners, L.P. of our report dated November 13,
1998, relating to the consolidated balance sheets of Star Gas Partners, L.P. and
subsidiary as of September 30, 1998 and 1997, and the related consolidated
statements of operations, partners' capital and predecessor equity and cash
flows for each of the years in the three-year period ended September 30, 1998
and related schedule, which report appears in the September 30, 1998 annual
report on Form 10-K/A of Star Gas Partners, L.P.
Additionally, we consent to incorporation by reference in the registration
statement to be filed on Form S-3 of Star Gas Partners, L.P. of our report dated
February 16, 1999, relating to the consolidated balance sheets of Petroleum Heat
and Power Co., Inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, change in shareholders' equity
(deficiency) and cash flows for each of the years in the three-year period ended
December 31, 1998 and related schedule, which report appears in the February 18,
1999 current report on Form 8-K of Star Gas Partners, L.P.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG LLP
Stamford, Connecticut
August 13, 1999
