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As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
STAR GAS PARTNERS, L.P.
(Exact name of registrant as specified in charter)
Delaware 06-1437773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2187 Atlantic Street
P. O. Box 120011
Stamford, Connecticut 06912-0011
(203) 328-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
________________
Employee Unit Incentive Plan
(Full Title of Plan)
________________
Richard F. Ambury,
Vice President and Treasurer
Star Gas LLC
2187 Atlantic Street
P. O. Box 120011
Stamford, Connecticut 06912-0011
(203) 328-7300
(name and address, including zip code and telephone number,
including area code of agent for service)
________________
Copies to:
Brian Brodrick, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103
(212) 977-9700
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to be Offering Aggregate Registration
to be Registered Registered(1) Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Senior Subordinated Units........ 518,000 $5.6875(2) $2,946,125(2) $778.00
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</TABLE>
(1) An indeterminate number of Senior Subordinated Units are registered
hereunder, which may be issued in the event provisions against dilution
become operative. No additional registration fee is included for these
shares.
(2) The registration fee is based upon the average of the high and low sales
prices for the Senior Subordinated Units of $ 5.6875 on June 23, 2000, as
prescribed by Rule 457(c).
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PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Star Gas Partners, L.P.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
1. Annual Report on Form 10-K, as amended, for the fiscal year ended
September 30, 1999.
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 1999 and March 31, 2000.
3. The description of the Senior Subordinated Units contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, and any amendment
or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
Registration Statement and prior to the filing of a post-effective amendment,
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing such documents.
The Registrant will provide without charge to any Plan participant, at the
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Richard F. Ambury, Vice President, Star Gas
Partners, L.P., 2187 Atlantic Street, Stamford, Connecticut 06902 (Tel. No. 203-
328-7300).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The amended and restated partnership agreement (the "Partnership
Agreement") of the Registrant and the amended and restated partnership agreement
(the "Operating Partnership Agreement") of the Registrant's subsidiary, Star Gas
Propane, L.P. (the "Operating Partnership"), provide that the Registrant or the
Operating Partnership, as the case may be, will indemnify (to the fullest extent
permitted by applicable law) certain persons (the "Indemnitees") 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 Registrant 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 Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe its conduct was unlawful.
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Indemnitees include the general partner, any Departing Partner (as defined in
the Partnership Agreement), 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 Registrant 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
Registrant will, to the extent commercially reasonable, purchase and maintain
insurance on behalf of the Indemnitees, whether or not the Registrant would have
the power to indemnify such Indemnitees against liability under the applicable
partnership agreement. Star Gas LLC, the general partner of the Registrant,
maintains a policy of directors' and officers' liability insurance on behalf of
its officers and directors.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibits
------- -----------------------
5.1* Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
10.1* Employee Unit Incentive Plan and forms of Incentive Units Agreements
23.1* Consent of KPMG LLP
23.3* Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)*
__________________
*Filed herewith.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement
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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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers or
controlling persons of the Registrant, pursuant to the foregoing provisions, 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 by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-8 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 the 26th day of
June, 2000.
Star Gas Partners, L.P.
By: STAR GAS LLC,
As General Partner
By /s/ Irik P. Sevin
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Irik P. Sevin
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Irik P. 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 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, granting 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 might or would
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:
Signature Title Date
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/s/ Irik P. Sevin Chairman of the Board, Chief June 26, 2000
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Irik P. Sevin Executive Officer and Director
(Principal Executive Officer)
/s/ George Leibowitz Chief Financial Officer (Principal June 26, 2000
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George Leibowitz Financial and Accounting Officer)
/s/ Audrey L. Sevin Director June 26, 2000
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Audrey L. Sevin
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/s/ William Nicoletti Director June 26, 2000
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William Nicoletti
/s/ Paul Biddelman Director June 26, 2000
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Paul Biddelman
/s/ Thomas J. Edelman Director June 26, 2000
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Thomas J. Edelman
/s/ I. Joseph Massoud
-------------------------- Director June 26, 2000
I. Joseph Massoud
/s/ Stephen Russell Director June 26, 2000
--------------------------
Stephen Russell
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