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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 27, 1998
SUBURBAN PROPANE PARTNERS, L.P.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-14222 22-3410353
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(Commission File Number) (I.R.S. Employer Identification No.)
240 ROUTE 10 WEST, WHIPPANY, NJ 07981-0206
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(Address of Principal Executive Offices) (Zip Code)
(973) 887-5300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS08...:\63\76463\0001\1713\FRMN308M.19B
Item 5. Other Events.
On November 27, 1998, Suburban Propane Partners, L.P. (the
"Partnership") entered into a Recapitalization Agreement (the "Recapitalization
Agreement"), by and among the Partnership, Suburban Propane, L.P., the operating
partnership of which the Partnership is the sole limited partner (the "Operating
Partnership"), Suburban Propane GP, Inc., the general partner of the Partnership
and the Operating Partnership (the "General Partner"), Millennium Petrochemicals
Inc., the sole stockholder of the General Partner ("Millennium"), and Suburban
Energy Services Group LLC, an entity newly formed by the Partnership's
management (the "Successor General Partner"). Pursuant to the Recapitalization
Agreement, the Partnership will, among other things, redeem the outstanding
subordinated limited partner interests and additional limited partner interests
of the Partnership, all of which are held by the General Partner, for an
aggregate redemption price of $69 million and replace the distribution support
agreement by Millennium with an alternative support arrangement provided by the
Partnership. It is expected that the redemption price will be funded from the
proceeds of a new senior secured credit facility to be entered into with a
syndicate of banks, together with other available cash resources.
Concurrently with the execution of the Recapitalization Agreement,
Millennium, the General Partner and the Successor General Partner entered into a
Purchase Agreement (the "Purchase Agreement") pursuant to which the General
Partner agreed to sell to the Successor General Partner for $6 million the
general partner interest in each of the Partnership and the Operating
Partnership and certain other interests.
The recapitalization and substitution of the Successor General
Partner were approved by the Partnership's Board of Supervisors upon the
recommendation of its Elected Supervisors acting as a Special Committee.
Consummation of the transactions is subject to certain conditions, including the
approval of the Partnership's public common unit holders and senior note
holders. In addition, each of the recapitalization and substitution of the
Successor General Partner is conditioned upon the occurrence of the other.
The Recapitalization Agreement, including the Purchase Agreement
attached as Exhibit A, are filed herewith as Exhibit 2.1 and incorporated herein
by this reference. The press release issued by the Partnership announcing the
transactions is filed herewith as Exhibit 99.1 and incorporated herein by this
reference. The presentation first given by the Partnership to analysts on or
about December 3, 1998 with respect to the transactions is filed herewith as
Exhibit 99.2 and incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Recapitalization Agreement, dated as of November 27, 1998, by and
among the Partnership, the Operating Partnership, the General
Partner, Millennium and the Successor General Partner, together with
the Purchase Agreement and other exhibits thereto
99.1 Press release, dated November 30, 1998, issued by the
Partnership
99.2 Presentation given by the Partnership to analysts on or about
December 3, 1998, including Disclosure Regarding Forward-Looking
Statements
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUBURBAN PROPANE PARTNERS, L.P.
Date: December 3, 1998 By: /s/ Kevin T. McIver
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Kevin T. McIver
Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Recapitalization Agreement, dated as of November 27, 1998, by
and among the Partnership, the Operating Partnership, the
General Partner, Millennium and the Successor General Partner,
together with the Purchase Agreement and other exhibits
thereto
99.1 Press release, dated November 30, 1998, issued by the
Partnership
99.2 Presentation given by the Partnership to analysts on or about
December 3, 1998, including Disclosure Regarding
Forward-Looking Statements
4