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As filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333-68329
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4 to
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 Joseph P. Cavanaugh,
P.O. Box 120011 President
Stamford, Connecticut Star Gas Corporation
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)
Copies to:
Andrews & Kurth L.L.P. Phillips Nizer Benjamin
Krim & Ballon LLP Latham & Watkins
805 Third Avenue 666 Fifth Avenue, 28th Floor 885 Third Avenue
New York, New York 10022 New York, New York 10103 New York, New York
(212) 850-2800 (212) 977-9700 1002-4802
Attn: Michael Attn: Alan Shapiro, Esq. (212) 906-1200
Rosenwasser, Esq. Attn: Robert A.
Zuccaro, Esq.
Approximate date of commencement of proposed sale to the public:
As soon as practicable 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. [_]____.
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. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (1)
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SEC Registration Fee.............. $ 54,349
NASD Fee.......................... 20,050
Printing and Engraving Expenses... 500,000
New York Stock Exchange Listing
Fee.............................. 36,225
Accounting Fees and Expenses...... 100,000
Legal Fees and Expenses........... 650,000
Transfer Agent and Registrar
Fees............................. 10,000
Miscellaneous..................... 29,376
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Total........................... $1,400,000
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(1)The amounts set forth above, except for the SEC, NASD and New York Stock
Exchange fees, are in each case estimated.
Item 15. Indemnification of Directors and Officers
The Partnership Agreement and the Operating Partnership Agreement provide
that the Partnership or the Operating Partnership, as the case may be, will
indemnify (to the fullest extent permitted by applicable law) certain persons
from and against any and all losses, claims, damages, liabilities (joint or
several), expenses (including, without limitation, legal fees and expenses),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by such Indemnitee in connection with any claim, demand, action, suit
or proceeding to which the Indemnitee is or was an actual or threatened party
and which relates to the Partnership Agreement or the Operating Partnership
Agreement or the property, business, affairs or management of the Partnership
or the Operating Partnership. This indemnity is available only if the
Indemnitee acted in good faith, in a manner in which such Indemnitee believed
to be in, or not opposed to, the best interests of the Partnership and, with
respect to any criminal proceeding, had no reasonable cause to believe its
conduct was unlawful. Indemnitees include the General Partner, any Departing
Partner, any affiliate of the General Partner or any Departing Partner, any
person who is or was a director, officer, employee or agent of the general
partner or any Departing Partner or any affiliate of either, or any person who
is or was serving at the request of the General Partner, any Departing Partner,
or any such affiliate as a director, officer, partner, trustee, employee or
agent of another person. Expenses subject to indemnity will be paid by the
applicable partnership to the Indemnitee in advance, subject to receipt of an
undertaking by or on behalf of the Indemnitee to repay such amount if it is
ultimately determined by a court of competent jurisdiction that the Indemnitee
is not entitled to indemnification. The Partnership will, to the extent
commercially reasonable, purchase and maintain insurance on behalf of the
Indemnitees, whether or not the Partnership would have the power to indemnify
such Indemnitees against liability under the applicable partnership agreement.
Star Gas Corporation maintains a policy of directors' and officers' liability
insurance on behalf of its officers and directors.
Reference is made to Section 6 of the Underwriting Agreement filed as Exhibit
1.1 hereto.
Item 16. Exhibits
The following is a complete list of Exhibits filed or incorporated by
reference as part of this Registration Statement.
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Exhibit Description
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1.1 Form of Underwriting Agreement.**
2.1 Amended and Restated Merger Agreement dated as of
February 3, 1999 by and among Petroleum Heat and Power
Co. Inc., Star Gas Partners, L.P. and Star Gas Propane,
L.P.+
2.2 Exchange Agreement, as amended, dated October 17, 1998.+
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Exhibit Description
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4.2 Form of Agreement of Limited Partnership of Star Gas Partners,
L.P. (included as Annex C to the Prospectus).
4.3 Form of Agreement of Limited Partnership of Star Gas
Propane, L.P.+
5.1 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
as to the validity of the securities being registered.**
8.1 Opinion of Andrews & Kurth L.L.P. as to certain federal
income tax matters.**
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).**
23.3 Consent of Andrews & Kurth L.L.P. (included in their
opinion filed as Exhibit 8.1).**
24.1 Powers of Attorney**
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* To be filed by amendment.
** Previously filed.
+ Incorporated by reference to an exhibit to the Registrant's Registration
Statement on Form S-4, File No. 333-66005, filed with the Commission on
October 22, 1998.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the provisions described in Item 15 of this Registration
Statement or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b) (1) or (4), or 497(h) under the Securities Act shall
be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly 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 March 17, 1999.
Star Gas Partners, L.P.
By: STAR GAS CORPORATION, as
General Partner
/s/ Joseph P. Cavanaugh
By: ____________________
Joseph P. Cavanaugh
President
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POWER OF ATTORNEY
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.
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Signature Title Date
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/s/ Joseph P. Cavanaugh President (Principal March 17, 1999
______________________________________ Executive Officer)
Joseph P. Cavanaugh
/s/ Richard F. Ambury Vice President--Finance March 17, 1999
______________________________________ (Principal Financial and
Richard F. Ambury Accounting Officer)
/s/ Irik P. Sevin Director March 17, 1999
______________________________________
Irik P. Sevin
* Director March 17, 1999
______________________________________
Audrey L. Sevin
* Director March 17, 1999
______________________________________
William Nicoletti
* Director March 17, 1999
______________________________________
Elizabeth K. Lanier
* Director March 17, 1999
______________________________________
Paul Biddelman
* Director March 17, 1999
______________________________________
Thomas J. Edelman
Director
______________________________________
Wolfgang Traber
* Director March 17, 1999
______________________________________
William G. Powers, Jr.
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/s/ Irik P. Sevin
*By _________________________________
Irik P. Sevin
Attorney-in-Fact
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