AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2003.
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUBURBAN PROPANE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 5984 22-3410353
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
240 ROUTE 10 WEST
WHIPPANY, NJ 07981
(973) 887-5300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JANICE G. MEOLA, ESQ.
GENERAL COUNSEL
SUBURBAN PROPANE PARTNERS, L.P.
240 ROUTE 10 WEST
WHIPPANY, NJ 07981
(973) 887-5300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
STEPHEN H. COOPER, ESQ. PAUL JACOBS, ESQ.
WEIL, GOTSHAL & MANGES LLP NEIL GOLD, ESQ.
767 FIFTH AVENUE FULBRIGHT & JAWORSKI L.L.P.
NEW YORK, NEW YORK 10153 666 FIFTH AVENUE
(212) 310-8000 NEW YORK, NEW YORK 10103
(212) 318-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-104415
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) UNIT PRICE(2) FEE(3)
--------------------------- ------------- --------- --------- ------------
Common Units representing limited partnership interests..... 2,624,875 $29.00 $76,121,375 $6,161
(1) Includes 342,375 common units subject to underwriters' over-allotment
option.
(2) This Registration Statement relates to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-104415) (the 'Prior Registration
Statement'). In accordance with Rule 462(b) of the Securities and Exchange
Commission's Rules and Regulations under the Securities Act of 1933, as
amended, the proposed maximum aggregate offering price of securities
eligible to be sold under the Prior Registration Statement ($70,000,000) is
carried forward to this Registration Statement, and an additional amount of
securities, having a proposed maximum aggregate offering price of $6,121,375
is registered hereby.
(3) $496 is paid pursuant to this Registration Statement. The remaining $5,665
is carried forward from the Prior Registration Statement, for which a filing
fee in such amount was paid at the time of registration.
IN ACCORDANCE WITH RULE 462(b) OF THE SECURITIES AND EXCHANGE COMMISSION'S
RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT INCORPORATES BY REFERENCE THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-3 (REGISTRATION NO. 333-104415) TO WHICH THIS REGISTRATION
STATEMENT RELATES.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Whippany, State of New
Jersey, on June 12, 2003.
SUBURBAN PROPANE PARTNERS, L.P.
By: *
......................................
MARK A. ALEXANDER
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND APPOINTED SUPERVISOR
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President and Chief Executive June 12, 2003
......................................... Officer; Appointed Member of the
MARK A. ALEXANDER Board of Supervisors (Principal
Executive Officer)
* Vice President -- Finance June 12, 2003
......................................... (Principal Financial Officer)
ROBERT M. PLANTE
* Senior Vice President -- Corporate June 12, 2003
......................................... Development; Appointed Member of
MICHAEL J. DUNN, JR. the Board of Supervisors
* Elected Member and Chairman of the June 12, 2003
......................................... Board of Supervisors
JOHN HOYT STOOKEY
* Elected Member of the Board of June 12, 2003
......................................... Supervisors
HAROLD R. LOGAN, JR.
* Elected Member of the Board of June 12, 2003
......................................... Supervisors
DUDLEY C. MECUM
/s/ MICHAEL A. STIVALA Controller (Principal Accounting June 12, 2003
......................................... Officer)
MICHAEL A. STIVALA
*By: /s/ JANICE G. MEOLA
.........................................
JANICE G. MEOLA
ATTORNEY-IN-FACT
EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein.
EXHIBIT NO. DESCRIPTION
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1.1 -- Form of Underwriting Agreement.*
2.1 -- Recapitalization Agreement dated as of November 27, 1998 by
and among Suburban, the Operating Partnership, the general
partner, Millennium Chemicals, Inc. and Suburban Energy
Services Group LLC (filed as Exhibit 2.1 to Suburban's
Current Report on Form 8-K filed December 3, 1998).**
3.1 -- Second Amended and Restated Agreement of Limited Partnership
of Suburban Propane Partners, L.P. dated as of May 26, 1999
(filed as Exhibit 3(a) to Suburban's Quarterly Report on
Form 10-Q filed August 10, 1999).**
3.2 -- Second Amended and Restated Agreement of Limited Partnership
of Suburban Propane, L.P. dated as of May 26, 1999 (filed as
Exhibit 3(b) to Suburban's Quarterly Report on Form 10-Q
filed August 10, 1999).**
5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the legality of
the securities registered hereby.
8.1 -- Form of opinion of Weil, Gotshal & Manges LLP as to tax
matters.*
21.1 -- Listing of Subsidiaries of Suburban (filed as Exhibit 21.1
to Suburban's Annual Report on Form 10-K for the fiscal year
ended September 28, 2002).**
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Weil, Gotshal & Manges LLP (to be included in the
Opinion filed as Exhibit 5.1).
23.3 -- Consent of Weil, Gotshal & Manges LLP (included in the
Opinion filed as Exhibit 8.1).*
24.1 -- Power of Attorney (included on signature page to
Registration Statement).*
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* Previously filed in connection with Registration on Form S-3 (Registration
No. 333-104415) and incorporated by reference.
** Incorporated by reference.