Mail Stop 3561
July 5, 2005
Janice G. Sokol
General Counsel
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981
Re: Suburban Propane Partners, L.P.
Registration Statement on Form S-4
Filed June 7, 2005
File No. 333-125601
Dear Ms. Sokol:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Cover Page
1. Please revise your cover page to include only the information
required by Item 501 of Regulation S-K or otherwise key to an
investment decision.
Prospectus Summary, page 1
2. Please note that the summary is merely intended to provide a
brief
overview of the key aspects of the offering. Your summary appears
lengthy and repeats much of the information fully discussed later
in
your document. Please revise accordingly. See Instruction to
Item
503(a) of Regulation S-K.
Forward-Looking Statements, page 21
3. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act. Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.
The Exchange Offer, page 22
Terms of the Exchange Offer, page 24
4. Please revise to state that the issuer will issue the new notes
promptly after expiration rather than after acceptance. See
Exchange
Act Rule 14e-1(c).
5. We note your disclosure indicating that you will return any old
notes not accepted for exchange "as promptly as practicable" after
expiration of the exchange offer. Rule 14e-1(c) requires that you
exchange the notes or return the old notes "promptly" upon
expiration
or termination of the offer, as applicable. Please revise here
and
throughout the document, as necessary.
Expiration Date; Extensions; Amendments, page 25
6. Please confirm that the offer will be open for at least 20 full
business days to ensure compliance with Rule 14e-1(a). Further,
please confirm that the expiration date will be included in the
final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424.
7. As currently represented, the offer could be open for less than
20
full business days due to the 5:00 p.m. expiration time instead of
an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement. See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980). Please confirm
that the offer will be open at least through midnight on the
twentieth business day. See Rule 14d-1(g)(3).
8. We note your reservation of the right "to delay accepting any
old
notes." Please clarify in what circumstances you will delay
acceptance and confirm that any such delay will be consistent with
Rule 14e-1(c). For example, if you are referring to the right to
delay acceptance only due to an extension of the exchange offer,
so
state.
9. We note your reservation of the right to amend the terms of the
exchange offer. Please revise to indicate that, in the event of a
material change in the offer, including the waiver of a material
condition, you will extend the offer period if necessary so that
at
least five business days remain in the offer following notice of
the
material change.
Conditions to the Exchange Offer, page 25
10. We note your disclosure that the conditions to the offer
"[m]ay
be asserted by us...or may be waived by us in whole or in part at
any
time and from time to time in or sole discretion." The breadth of
this disclosure appears to suggest that you may waive a condition
after the expiration of the offer, but prior to acceptance of the
old
notes. Please note that all offer conditions, except those
related
to the receipt of government regulatory approvals necessary to
consummate the offer, must be satisfied or waived at or before the
expiration of the offer, not merely before acceptance of the
outstanding notes for exchange. Please revise the language
accordingly.
Incorporation of Certain Documents by Reference, page 81
11. Please furnish the disclosure required by Item 11(b) to Form
S-4,
as applicable.
Part II
Undertakings, page 5
12. Please furnish the undertaking in Item 512(a) of Regulation S-
K,
or tell us why it is not applicable.
******
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
David Mittelman, Branch Chief, at (202) 551-3214 or me at (202)
551-
3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Todd R. Chandler, Esq.
Weil, Gotshal & Manges LLP
Fax: (212) 310-8007
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Janice G. Sokol, Esq.
Suburban Propane Partners, L.P.
July 5, 2005
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