SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STAR GAS PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
| Delaware | 06-1437793 | |
| (State of incorporation or organization) | (IRS Employer Identification No.) | |
| 2187 Atlantic Street, Stamford, CT | 06902 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. ¨ |
| Securities Act registration statement file number to which this form relates: |
N/A | |||
| (If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
| TITLE OF EACH CLASS TO BE SO REGISTERED |
NAME OF EACH EXCHANGE ON WHICH | |
| Rights To Purchase Common Units | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
| ITEM. 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED. |
On April 17, 2001, Star Gas Partners, L.P., a Delaware limited partnership (which we refer to as “we”, “us” or the “Partnership” in this registration statement), adopted a unit purchase rights agreement (the “Rights Agreement”) between us and American Stock Transfer & Trust Company as rights agent. On December 2, 2005, we entered into an amendment to the Rights Agreement.
On July 20, 2006, we entered into an amended and restated Rights Agreement in order to reflect the change of our general partner to Kestrel Heat, LLC, the conversion of our subordinated units into common units and related changes to our capital structure that were effected in connection with the recapitalization of the Partnership that was completed as of April 28, 2006.
| ITEM. 2. | EXHIBITS. |
| Exhibit 4.1 | Unit Purchase Rights Agreement, dated April 17, 2001, by and between, Star Gas Partners, L.P. and American Stock Transfer & Trust Company, including the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A and B, respectively. (Previously filed.) | |
| Exhibit 4.2 | First Amendment to Unit Purchase Rights Agreement, dated as of December 2, 2005. (Previously filed) | |
| Exhibit 4.3 | Amended and Restated Unit Purchase Rights Agreement, dated July 20, 2006. | |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| STAR GAS PARTNERS, L.P. By: Kestrel Heat LLC, as general partner | ||||||||||
| Date: July 21, 2006 |
By: |
/s/ Richard F. Ambury | ||||||||
| Name: |
Richard F. Ambury | |||||||||
| Title: |
Chief Financial Officer | |||||||||
EXHIBIT INDEX
| Exhibit 4.3 | Amended and Restated Unit Purchase Rights Agreement, dated July 20, 2006. |
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