UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 27, 1999
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 of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
240 ROUTE 10 WEST, WHIPPANY, NJ 07981
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(Address of principal executive office) (Zip Code)
(973) 887-5300
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(Registrant's telephone number, including area code)
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Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On May 27, 1999, Suburban Propane Partners, L.P. issued a press release (the
"Press Release") regarding the completion of its previously announced
recapitalization. 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) EXHIBIT. A copy of the Press Release has been filed as Exhibit 99.1
to this Current Report.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED:
SUBURBAN PROPANE PARTNERS, L.P.
DATE: MAY 27, 1999 BY: /S/ JANICE G. MEOLA
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JANICE G. MEOLA
GENERAL COUNSEL AND SECRETARY
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EXHIBITS
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EXHIBIT NO. EXHIBIT
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99.1 Press Release dated May 27, 1999
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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. ANNOUNCES
COMPLETION OF RECAPITALIZATION PLAN
INCLUDING BUY BACK OF SUBORDINATED UNITS
WHIPPANY, NEW JERSEY, MAY 27, 1999--Suburban Propane Partners, L.P. (NYSE:SPH)
today announced that it completed its previously announced recapitalization.
Under the terms of the recapitalization agreements entered into with Millennium
Chemicals Inc., the parent of Suburban's former General Partner, the Partnership
has purchased, for cash, Millennium's entire limited partner interest in the
Partnership, thus extinguishing 100 percent of the Partnership's outstanding
subordinated partnership units.
As a result of the recapitalization, the ownership interest of the common
unitholders has increased from approximately 74 percent to 98 percent.
Accordingly, all future increases in distributions will inure principally to the
benefit of the common unitholders.
The completion of the recapitalization further enhances common unitholder value
by eliminating the requirement for the Partnership to repay $22 million in APUs
before increasing common unitholder distributions, which APUs were previously
outstanding under the Distribution Support Agreement with Millennium which was
terminated in the recapitalization.
In addition, a new entity, Suburban Energy Services Group, LLC, formed by
management of the Partnership, has purchased Millennium's 2 percent general
partner interest and is now the Partnership's new general partner. Total
proceeds paid to Millennium as a result of the recapitalization transactions
amounted to $75 million.
With the completion of the recapitalization, the Partnership intends to increase
its quarterly distribution to common unitholders from $.50 to $.5125 per unit,
effective for the fiscal quarter ending June 26, 1999. This initial increase in
distribution will increase the annual distribution from $2.00 to $2.05 per
common unit. The total amount will include the existing minimum quarterly
distribution of $.50 per unit per quarter ($2.00 per unit annually) and an
additional $.0125 per unit per quarter ($.05 annually).
The recapitalization and admission of the new general partner were approved by
the Partnership's common unitholders at a Special Meeting held at the
Partnership's executive offices on May 26, 1999.
In making this announcement, Suburban Propane's President and Chief Executive
Officer, Mark A. Alexander said, "we are excited with the prospects of moving
forward under our strengthened capital structure that aligns all interests with
those of our common unitholders and further expands our opportunities to
increase common unitholder value. We are now poised to aggressively pursue
growth opportunities. We also wish to thank Millennium for their support over
the past three years."
(more)
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Statements made in this press release that relate to Suburban Propane's
expectations or predictions are forward-looking statements. Suburban's actual
results may differ materially from those projected in such forward-looking
statements. Additional information that could cause actual results to differ
materially from those discussed in forward-looking statements is contained in
the Partnership's SEC filings, including its Form 10-K for the fiscal year ended
September 26, 1998, as amended and restated on Form 10K/A. Copies of these
filings, including 10Ks and 10Qs may be obtained by contacting Suburban or the
SEC.
Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey,
Suburban has been in the customer service business since 1928 and is the
nation's third largest propane gas marketer. Suburban serves over 700,000
residential, commercial, industrial and agricultural customers through more than
340 customer service centers in more than 40 states. Corporate news, unit prices
and additional information about Suburban are available 24 hours a day, 7 days a
week on the Partnership's web site. Via the Internet, go to
WWW.SUBURBANPROPANE.COM. To receive news releases via fax: Dial 800-758-5804 and
input extension 112074.
Company contact: Robert M. Plante
Treasurer
(973) 503-9252
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