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) December 19, 1997
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SUBURBAN PROPANE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-14222 22-3410353
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
240 Route 10 West
Whippany, N.J. 07981
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code : (973) 887 - 5300
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Page 1 of 6
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On December 19, 1997, Suburban Propane Partners, L.P. (the
"Partnership") issued a press release (the "Press Release") regarding the sale
by the Partnership of its 8.6% ownership interest in the Dixie Pipeline Company
and the resulting gain. In response to an analyst's report, the press release
also commented on projected EBITDA for the fiscal quarter ended December 27,
1997 and the level of anticipated distributable cash for the 1998 fiscal year. A
copy of the Press Release has been filed as Exhibit 99.1 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. A copy of the Press Release has been filed as
Exhibit 99.1 to this Current Report.
Page 2 of 6
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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.
SUBURBAN PROPANE PARTNERS, L.P.
December 19, 1997 By: /s/ Kevin McIver
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Name: Kevin T. McIver
Title: Vice President, General
Counsel and Secretary
Page 3 of 6
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EXHIBITS
Exhibit No. Exhibit
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99.1 Press Release dated December 19, 1997
Page 4 of 6
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EXHIBIT 99.1
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NEWS RELEASE
FOR IMMEDIATE RELEASE
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SUBURBAN PROPANE PARTNERS, L.P. TO REALIZE GAIN ON SALE OF
8.6% OWNERSHIP INTEREST IN DIXIE PIPELINE COMPANY
WHIPPANY, NEW JERSEY, DECEMBER 19, 1997 -- Suburban Propane Partners, L.P.
(NYSE: SPH) announced today that it has signed agreements to sell its 3,610
shares of common stock of the Dixie Pipeline Company, which represents an
ownership interest of 8.6%, to Shell Western E&P Inc. and Conoco Pipe Line
Company.
Suburban will receive net cash proceeds of approximately $13 million for its
minority interest in Dixie Pipeline and realize a gain of approximately $5
million from the sale. Shell Western will purchase 58 percent of the common
stock and Conoco Pipe Line will purchase the balance. Both Shell and Conoco held
an ownership interest in Dixie Pipeline prior to the execution of these sale
agreements.
"We decided to sell our shares in Dixie Pipeline because our minority interest
does not offer a strategic business advantage to Suburban Propane, and a sale at
this time will maximize the return on our investment," said Mark A. Alexander,
president and chief executive officer of Suburban Propane.
The Dixie Pipeline Company owns and operates a propane gas pipeline that runs
from Mont Belvieu, Texas to Apex, North Carolina. This pipeline is a major
source of propane supplied to the southeastern United States. Suburban will
continue to be a major shipper of propane on the pipeline.
In response to an analyst's report released yesterday, the Company commented
that, excluding the proceeds from this sale, the company anticipates that EBITDA
from operations for the first quarter ended December 27, 1997 will increase by
approximately 7 to 14 cents per unit over the prior year's period, primarily due
to benefits from the restructuring initiatives begun in 1997. For the full
fiscal year 1998, the Company presently expects that its distributable cash flow
will exceed the $1.21 per common unit, after restructuring charges, generated in
fiscal 1997 although it is too early to tell to what extent.
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Suburban Propane Partners, L.P. is a publicly traded partnership listed on the
New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane
has been in the retail propane business since 1928 and is the nation's third
largest propane gas marketer. The Company serves approximately 700,000
residential, commercial, industrial and agricultural customers through more than
350 customer service centers in more than 40 states.
Statements made herein that relate to the Company's expectations for the first
fiscal quarter and full fiscal year 1998 are "forward looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results may differ
materially from those contained in such forward looking statements due to
factors, risks and uncertainties such as the price volatility of propane,
weather conditions, continued control of expenses, customer retention and
changes in the regulatory environment. Additional information that could cause
actual results to differ materially from those discussed in forward looking
statements is contained in the company's US Securities and Exchange Commission
(SEC) filings. Copies of these filings, including 10-Ks and 10-Qs, may be
obtained by contacting the company or the SEC.
Corporate news, unit prices and additional information about Suburban are
available at no charge 24 hours a day, 7 days a week from PR Newswire's Company
News On-Call service. Via the INTERNET: Go to http://www.prnewswire.com/cnoc. To
receive news releases via fax: Dial 800-758-5804 and input extension 112074.
Company Contact: Investor Relations
(973) 503-9252
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