AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 15, 1996
REGISTRATION NO. 33
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Number)
ONE SUBURBAN PLAZA
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206
(Address, including zip code, of
registrant's principal executive offices)
SUBURBAN PROPANE PARTNERS, L.P. 1996 RESTRICTED UNIT PLAN
(Full title of the plan)
KEVIN T. McIVER
GENERAL COUNSEL
SUBURBAN PROPANE PARTNERS, L.P.
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206
(Name and address of agent for service)
(201) 503-9057
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
===============================================================
=
TITLE OF AMOUNT PROPOSED
SECURITIES TO BE MAXIMUM
TO BE REGISTERED REGISTERED OFFERING
PRICE
PER UNIT(1)
- ---------------------------------------------------------------
- -
Common Units 731,707 $19.875
Common
Units
===============================================================
=
===============================================================
=
PROPOSED MAXIMUM AMOUNT OF
AGGREGATE OFFERING REGISTRATION
PRICE(1) FEE(1)
- ---------------------------------------------------------------
- -
$14,542,676 $5,015
===============================================================
==
(1)Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low sales prices for the Common
Units reported by the New York Stock Exchange on August 12,
1996.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by
Suburban Propane Partners, L.P. (the "Partnership") with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Prospectus, dated February 29, 1996, filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and
included in the Partnership's Registration Statement on Form S-
1 (Registration No. 33-80605) (the "Form S-1");
(b) The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended March 30, 1996.
(c) The Partnership's Current Report on Form 8-K
filed with the Commission on April 29, 1996.
(d) The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended June 29,1996.
(e) The description of the Common Units of the
Partnership contained in the Registration Statement on Form 8-A
filed with the Commission on February 22, 1996, and including
any amendment or report filed for the purpose of updating such
description.
All documents filed subsequent to the date hereof by
the Partnership with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained herein or in an
Incorporated Document deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS.
Kevin T. McIver, General Counsel of the Partnership,
has opined as to the validity of the Common Units to be offered
hereunder. As of August 9, 1996, Mr. McIver owns 1,000 Common
Units and has been granted Time Vesting Rights covering 3,964
Common Units and Performance Vesting Rights covering 11,890
Common Units.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to such standards and restrictions set forth
in the partnership agreement of the Partnership, Section 17-108
of the Delaware Revised Limited Partnership Act empowers a
Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands
whatsoever.
The Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of March 4, 1996 (the
"Agreement"), provides that the Partnership will indemnify the
members of the Board of Supervisors, the General Partner and
any Departing Partner (each as defined in the Agreement) and
any person who is or was an affiliate of the General Partner or
any Departing Partner, any person who is or was an officer,
employee, agent or trustee of the Partnership, any person who
is or was an officer, director, employee, agent or trustee of
the General Partner or any Departing Partner or any such
affiliate, any person who is or was serving at the request of
the Board of Supervisors, the General Partner or any Departing
Partner or any affiliate of the General Partner or any
Departing Partner as an officer, director, employee, partner,
agent, fiduciary or trustee of another person (collectively,
"Indemnitees" and individually each an "Indemnitee"), to the
fullest extent permitted by law, from and against any and all
losses, claims, damages, liabilities (joint or several),
expenses (including, without limitation, legal fees and
expenses), judgments, fines, penalties, interest, settlements
and other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as any of the foregoing;
provided that in each case the Indemnitee acted in good faith
and in a manner that such Indemnitee reasonably 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. Any indemnification
under these provisions will be only out of the assets of the
Partnership, and the General Partner shall not be personally
liable for, or have any obligation to contribute or loan funds
or assets to the Partnership to enable it to effectuate, such
indemnification. The Partnership is authorized to purchase (or
to reimburse the members of the Board of Supervisors, the
General Partner or its affiliates for the cost of) insurance
against liabilities asserted against and expenses incurred by
such persons in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to
indemnify such person against such liabilities under the
provisions described above. The Partnership carries directors
and officers liability insurance for the aforesaid potential
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Suburban Propane Partners, L.P. 1996 Restricted
Unit Plan (incorporated by reference to Exhibit
10.8 to the Partnership's Registration
Statement on Form S-1 (Registration
No. 33-80605)).
4.2 Amended and Restated Agreement of Limited
Partnership of Suburban Propane Partners, L.P.
(incorporated by reference to Exhibit 3.1 to
the Partnership Registration Statement on
Form S-1 (Registration No. 33-80605)).
4.3 Form of Common Unit Certificate (incorporated
by reference to Exhibit A to Appendix A in the
prospectus included in the Partnership's
Registration Statement on Form S-1
(Registration No. 33-80605)).
5.1 Opinion of Kevin T. McIver as to the validity
of the securities being registered.
23.1 Consent of Price Waterhouse, LLP
23.2 Consent of Kevin T. McIver (included in Exhibit
5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature
page of this Registration Statement).
ITEM 9. UNDERTAKINGS.
The Partnership hereby undertakes:
(a) 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.
(b) That, for the purpose of determining any
liability under the Securities Act, each post-effective
amendment to this 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.
(c) 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.
(d) That, for purposes of determining any liability
under the Securities Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Partnership pursuant to
the foregoing provisions, or otherwise, the Partnership has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Partnership of expenses incurred
or paid by a director, officer or controlling person of the
Partnership 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, the Partnership 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Partnership certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and it has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Whippany, State of New Jersey, on
August 9, 1996.
SUBURBAN PROPANE PARTNERS, L.P.
By: /s/ Salvator M. Quadrino
--------------------------------
Name: Salvatore M. Quadrino
Title: President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Each person whose signature appears below constitutes and
appoints Mark A. Alexander and Charles T. Hoepper, or either of
them as attorney-in-fact, to sign and file in each capacity
stated below, all amendments and post-effective amendments to
this Registration Statement.
Signature Title Date
- -----------------------------------------------------------------
/s/ Mark A. Alexander Executive Vice
- --------------------- Chairman August 9, 1996
Mark A. Alexander (Principal Executive
Officer) and Member,
Board of Supervisors
/s/ Salvatore M.
Quadrino President and Member, August 9, 1996
- ---------------------- Board of Supervisors
Salvatore M. Quadrino
/s/ Charles T. Hoepper Vice President and August 9, 1996
- ---------------------- Chief Financial Officer
Charles T. Hoepper (Principal Financial
Officer and Principal
Accounting Officer)
/s/ George H.
Hempstead, III Member, Board of August 9, 1996
- ---------------------- Supervisors
George H. Hempstead, III
/s/ Robert E. Lee Member, Board of August 9, 1996
- ---------------------- Supervisors
Robert E. Lee
/s/ John Hoyt Stookey Member, Board of August 9, 1996
- ---------------------- Supervisors
John Hoyt Stookey
/s/ Harold R. Logan, Jr. Member, Board of August 9, 1996
- ---------------------- Supervisors
Harold R. Logan, Jr
/s/ Dudley C. Mecum Member, Board of August 9, 1996
- ---------------------- Supervisors
Dudley C. Mecum
SUBURBAN PROPANE PARTNERS, L.P.
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Sequentially
Numbered
Page
4.1 Suburban Propane
Partners, L.P. 1996
Restricted Unit Plan
(incorporated by
reference to Exhibit 10.8
to the Partnership's
Registration Statement on
Form S-1 (Registration
No. 33-80605)).
4.2 Amended and Restated
Agreement of Limited
Partnership of Suburban
Propane Partners, L.P.
(incorporated by
reference to Exhibit 3.1
to the Partnership
Registration Statement on
Form S-1 (Registration
No. 33-80605)).
4.3 Form of Common Unit
Certificate (incorporated
by reference to Exhibit A
to Appendix A in the
prospectus included in
the Partnership's
Registration Statement on
Form S-1 (Registration
No. 33-80605)).
5.1 Opinion of Kevin T.
McIver as to the validity
of the securities being
registered. 8
23.1 Consent of Price
Waterhouse, LLP 10
23.2 Consent of Kevin T.
McIver (included in
Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney
(included on the
signature page of this
Registration Statement).
Exhibit 5.1
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, New Jersey 07981
August 9, 1996
The Board of Supervisors
Suburban Propane Partners, L.P.
One Suburban Propane Plaza
240 Route 10 West
Whippany, New Jersey 07981
Ladies and Gentlemen:
I am General Counsel of Suburban Propane Partners,
L.P., a Delaware limited partnership (the "Partnership"), and I
am rendering this opinion in connection with the Partnership's
registration statement on Form S-8 filed pursuant to the
Securities Act of 1933, as amended (the "Registration
Statement"), relating to the Partnership's 1996 Restricted Unit
Plan (the "Plan") pursuant to which the Partnership may issue
up to 731,707 common units of the Partnership (the "Common
Units").
For purposes of the opinions expressed in this
letter, I have examined, or caused to be examined by
appropriate members of my staff, the Amended and Restated
Agreement of Limited Partnership of the Partnership, records of
the proceedings of the Partnership and such other documents and
records as I have deemed necessary or appropriate as a basis
for such opinions. In rendering this opinion, I have assumed
that all documents submitted to me as originals are authentic,
that all copies submitted to me conform to the originals
thereof, and that the signatures on all documents examined by
me or members of my Staff are genuine.
I am a member of the Bar of the State of New York and
do not purport to be expert or give any opinion except as to
matters involving the laws of such State and the Limited
Partnership Law of the State of Delaware.
Based on the foregoing and having regard to such
legal considerations as I have deemed relevant, I am of the
opinion that the Common Units have been duly authorized and,
upon the issuance thereof in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable
Common Units of the Partnership, except as such
nonassessability may be affected by the matters described in
the prospectus, dated February 29, 1996, included in the
Partnership's Registration Statement on Form S-1 (Registration
No. 33-80605) under the caption "The Partnership Agreement -
Limited Liability."
I hereby consent to the inclusion of this letter as
an exhibit to the Registration Statement and to the reference
to me under the caption "Item 5. Interests of Named Experts."
Very truly yours,
/s/ Kevin T. McIver
---------------------------
Kevin T. McIver
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated
December 18, 1995 relating to the financial statements of
Suburban Propane Partners, L.P., Suburban Propane GP, Inc.
and Suburban Propane (a division of Quantum Chemical
Corporation), which appear in the Prospectus dated
February 29, 1996 included in the Suburban Propane Partners,
L.P. Registration Statement on Form S-1 (the "Form S-1").
We also consent to the incorporation by reference of our
reports relating to the Suburban Propane financial
statements ended September 30, 1993 and for the years ended
October 1, 1994 and September 30, 1995 listed under
Item 16(b) of the Form S-1 when such schedule is read in
conjunction with the financial statements referred to in the
Suburban Propane reports. The audits referred to in the
Suburban Propane reports also included this schedule.
PRICE WATERHOUSE LLP
Morristown, New Jersey
August 9, 1996
