<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Suburban Propane Partners, L.P.
------------------------------------------------------------------------------
(Name of Issuer)
Common Units, no par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
864482104
--------------------------------------------
(CUSIP Number)
October 31, 2000
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 11 pages
<PAGE>
-----------------------
CUSIP No. 864482104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,799,273
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,799,273
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,273
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 2 of 11 pages
<PAGE>
-----------------------
CUSIP No. 864482104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,799,273
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,799,273
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,273
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 3 of 11 pages
<PAGE>
Item 1(a). Name of Issuer:
Suburban Propane Partners, L.P.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981
Item 2(a). Name of Persons Filing:
Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY 10004
Item 2(c). Citizenship:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware
Item 2(d). Title of Class of Securities:
Common Units, no par value
Item 2(e). CUSIP Number:
864482104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman, Sachs & Co.
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman, Sachs & Co.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 11 pages
<PAGE>
Item 4. Ownership.(1)(2)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
--------------------------
(1) The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co.
("Goldman Sachs") each disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which Goldman
Sachs or employees of Goldman Sachs have voting or investment discretion, or
both and (ii) certain investment entities, of which a subsidiary of GS Group or
Goldman Sachs is the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than GS
Group, Goldman Sachs or their affiliates.
(2) In accordance with Securities and Exchange Commission ("SEC") Release
No. 34-39538 (January 12, 1998), this filing reflects the fact that GS Group and
Goldman, Sachs & Co. will no longer report the beneficial ownership of the
securities beneficially owned by the asset management unit of Goldman Sachs (the
"Asset Management Unit"). The Asset Management Unit will separately report, to
the extent required, its beneficial ownership of securities.
Page 5 of 11 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: November 10, 2000
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 6 of 11 pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated November 10, 2000,between
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
99.2 Item 7 Information
99.3 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.4 Power of Attorney, dated May 7, 1999, relating to
The Goldman Sachs Group, Inc.
Page 7 of 11 pages
<PAGE>
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Units, no par value, of Suburban Propane Partners, L.P. and further agree
to the filing of this agreement as an Exhibit thereto. In addition, each party
to this Agreement expressly authorizes each other party to this Agreement to
file on its behalf any and all amendments to such Statement on Schedule 13G.
Date: November 10, 2000
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 8 of 11 pages
<PAGE>
EXHIBIT (99.2)
ITEM 7 INFORMATION
Goldman, Sachs & Co. is a broker or dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Page 9 of 11 pages
<PAGE>
EXHIBIT (99.3)
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Page 10 of 11 pages
<PAGE>
EXHIBIT (99.4)
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, Inc. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of May 7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Page 11 of 11 pages
