SUBURBAN PROPANE PARTNERS LP
8-K, 1999-10-12
MISCELLANEOUS RETAIL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------


                                    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)         September 29, 1999




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



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



240 ROUTE 10 WEST,   WHIPPANY, NJ            07981
- --------------------------------------------------------------------------------
(Address of principal executive office)     (Zip Code)

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












                                                                   Page 1 of 5
                                                       Exhibit Index on Page 4
<PAGE>

ITEM 5.  OTHER EVENTS.

On September 29, 1999,  Suburban Propane  Partners,  L.P. issued a press release
(the "Press  Release"),  announcing  its  agreement  with SCANA  Corporation  to
acquire the assets of SCANA  Propane Gas,  Inc.,  SCANA Propane  Storage,  Inc.,
SCANA Propane Supply, Inc., USA Cylinder Exchange,  Inc. and C&T Pipeline,  LLC,
for $86 million plus working capital.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (C) EXHIBIT.  A  copy  of  the press release has been filed as Exhibits
             99.1 to this Current Report.






































                                   Page 2 of 5


<PAGE>


                                   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:  SEPTEMBER 29,  1999                       BY:   /S/ JANICE G. MEOLA
                                                 -------------------------------
                                                 JANICE G. MEOLA
                                                 GENERAL COUNSEL AND SECRETARY































                                   Page 3 of 5

<PAGE>

                                    EXHIBITS



EXHIBIT NO.                               EXHIBIT
- -----------                               -------

99.1                                      Press Release dated September 29, 1999












































                                   Page 4 of 5

<PAGE>

                                                                    EXHIBIT 99.1
                                                                    ------------
                                  NEWS RELEASE

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

                 SUBURBAN PROPANE PARTNERS, L.P. AGREES TO ACQUIRE
                     THE ASSETS OF SCANA PROPANE GAS, INC.,
                   INCLUDING STRATEGIC TERMINALING PROPERTIES

WHIPPANY,  NEW JERSEY,  SEPTEMBER  29,  1999--Suburban  Propane  Partners,  L.P.
(NYSE:SPH)  announced  today  that  the  Partnership  has  signed  a  definitive
agreement  with SCANA  Corporation  to acquire the assets of SCANA  Propane Gas,
Inc.,  SCANA Propane  Storage,  Inc.,  SCANA Propane Supply,  Inc., USA Cylinder
Exchange, Inc., and C&T Pipeline, LLC, for $86 million plus working capital. The
agreement is subject to customary conditions, including the receipt of necessary
governmental approvals.

In making this announcement,  Suburban  Propane's  President and Chief Executive
Officer,  Mark A. Alexander said,  "Consistent  with our renewed focus to expand
our operations  through external  growth,  the acquisition of SCANA Propane will
represent an excellent strategic fit for Suburban. We expect this transaction to
be cash flow  accretive  immediately.  We are looking  forward to welcoming  the
SCANA Propane employees into the Suburban family."

SCANA Propane Gas, Inc.,  headquartered in Sumter,  South Carolina,  distributes
approximately  20  million  gallons  annually  and  services  more  than  40,000
customers  from 22 Customer  Service  Centers in North and South  Carolina.  USA
Cylinder   Exchange,   Inc.  operates  an  automated  20-lb.   propane  cylinder
refurbishing  and  refill  center in  Hartsville,  South  Carolina,  selling  to
approximately 1,600 grocery and convenience stores in the Carolinas, Georgia and
Tennessee.  According to David R. Eastin,  Chief  Operating  Officer of Suburban
Propane,  "SCANA's  retail  propane  business has an excellent  reputation  as a
quality operation providing a high level of customer service and will complement
our long term strategy."

The  transaction  will also  include  the  60-million-gallon  storage  cavern in
Tirzah,  South Carolina owned by SCANA Propane Storage,  Inc. and C&T Pipeline's
62 mile propane pipeline that connects the storage cavern at Tirzah to the Dixie
Pipeline.  In commenting on the importance of these assets to Suburban,  Michael
J. Dunn,  Jr.,  Senior Vice President said "SCANA's  pipeline and storage assets
will be key in supporting our southeast retail operations,  as well as providing
the platform for building further upon Suburban's existing wholesale business."

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. The Partnership 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 company'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

                                   Page 5 of 5



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