SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12
SUBURBAN PROPANE PARTNERS, L.P.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable.
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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(3) Filing Party: Not applicable.
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(4) Date Filed: Not applicable.
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May 5, 1999
<PAGE>
SUBURBAN PROPANE PARTNERS, L.P.
ONE SUBURBAN PLAZA
240 ROUTE 10 WEST
P.O. BOX 206
WHIPPANY, NJ 07981-0206
May 5, 1999
Dear Fellow Common Unitholder:
We have previously sent to you proxy materials for a Special Meeting of Common
Unitholders of Suburban Propane Partners, L.P. scheduled for May 26, 1999, at
which you will consider a proposed recapitalization of Suburban. YOUR BOARD OF
SUPERVISORS HAS UNANIMOUSLY RECOMMENDED THAT UNITHOLDERS VOTE FOR EACH OF THE
PROPOSALS NECESSARY TO COMPLETE THE RECAPITALIZATION. REMEMBER, AMONG OTHER
BENEFITS TO COMMON UNITHOLDERS, THE RECAPITALIZATION WILL RESULT IN AN INCREASE
IN YOUR ANNUAL DISTRIBUTION FROM $2.00 TO $2.05 PER UNIT, EFFECTIVE THIS
QUARTER.
Please note that, for the recapitalization to be approved, each of Proposals
1a-1d must receive the affirmative vote of the holders of a majority of the
Common Units (excluding units held by management). Not voting has the same
effect as a vote against the recapitalization. Therefore, YOUR VOTE IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW UNITS YOU MAY OWN.
To be sure your vote is counted, please sign, date and return the enclosed proxy
card today in the envelope provided. Thank you for your continued support.
Very truly yours,
/s/ Mark A. Alexander /s/ John Hoyt Stookey
Mark A. Alexander John Hoyt Stookey
President and Chief Executive Officer Chairman of the Board of
Supervisors
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If you have any questions, or need assistance in
voting your shares, please call our proxy
solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, AT 1-877-750-5837
IMPORTANT NOTE:
IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER,
YOU MAY BE ABLE TO VOTE BY TELEPHONE, OR VIA THE INTERNET.
PLEASE CALL INNISFREE AT 877-750-5837 FOR ASSISTANCE.
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