SUBURBAN PROPANE PARTNERS LP
8-K, 1997-12-19
MISCELLANEOUS RETAIL
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                   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
                                                           -------------------


                         SUBURBAN PROPANE PARTNERS, L.P.
                         -------------------------------
             (Exact name of registrant as specified in its charter)



        Delaware                       1-14222                 22-3410353
        --------                       -------                 ----------
(State or other jurisdiction         (Commission            (I.R.S. Employer
       of incorporation)                File No.)          Identification No.)



                                240 Route 10 West
                              Whippany, N.J. 07981
                              --------------------
             (Address of principal executive offices and zip code)


Registrant's telephone number,  including area code : (973) 887 - 5300
                                                      ----------------






                                                                 Page 1 of 6
                                                     Exhibit Index on Page 4

<PAGE>


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

<PAGE>


                                   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
                                                ----------------------------
                                                Name:  Kevin T. McIver
                                                Title: Vice President, General
                                                       Counsel and Secretary




























                                   Page 3 of 6



<PAGE>


                                    EXHIBITS


Exhibit No.                           Exhibit
- -----------                           -------


99.1                                  Press Release dated December 19, 1997




































                                   Page 4 of 6

<PAGE>


                                                                  EXHIBIT 99.1
                                                                  ------------


                                  NEWS RELEASE


FOR IMMEDIATE RELEASE
- ---------------------


           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.


<PAGE>


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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