AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2001
REGISTRATION NO. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
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)
DELAWARE 22-3410353
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE SUBURBAN PLAZA
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206
(Address, including zip code, of
registrant's principal executive offices)
COMPENSATION DEFERRAL PLAN OF SUBURBAN PROPANE PARTNERS, L. P.
& SUBURBAN PROPANE, L. P.
&
SUBURBAN PROPANE PARTNERS, L.P. 2000 RESTRICTED UNIT PLAN
(Full title of the plan)
JANICE G. MEOLA, ESQ.
GENERAL COUNSEL
SUBURBAN PROPANE PARTNERS, L.P.
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206
(Name and address of agent for service)
(973) 887-5300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE (1)
- --------------------------------------------------------------------------------------------
Common Units 530,729 $27.25 $14,462,365 $3,616
Common Units
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 (c) and (h) on the basis of the average of the high and low
sales prices for the Common Units reported by the New York Stock Exchange on
November 5, 2001.
PART I
INFORMATION REQUIRED
IN SECTION 10 (a) PROSPECTUS
The documents containing information specified in Part I will be given or sent
to each person eligible to participate in the Compensation Deferral Plan of
Suburban Propane Partners, L.P. and of Suburban Propane, L.P. and the Suburban
Propane Partners, L.P. 2000 Restricted Unit Plan specified by Rule 428(b) (1)
under the Securities Act.
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Suburban Propane Partners, L.P. (the "Partnership") hereby undertakes to provide
without charge to each person, including any beneficial owner of Common Units of
the Partnership to whom a copy of this Prospectus has been delivered, upon the
written or oral request of such person, a copy (without exhibits, except those
specifically incorporated by reference) of any and all of the documents referred
to below which have been or may be incorporated in this Prospectus by reference.
Requests for such documents should be directed to Investor Relations and Public
Relations, P. O. Box 206, Whippany, New Jersey 07981-0206, Phone: 973-503-9252.
The following documents, previously filed by the Partnership with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:
(a) The Partnership's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000.
(b) The Partnership's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 30, 2000, March 31, 2001 and June 30, 2001.
(c) The Partnership's current reports on Form 8-K filed with the Commission on
January 19, 2001, July 13, 2001 and October 19, 2001.
(d) The description of the Common Units of the Partnership contained in the
Registration Statement on Form 8-A filed with the Commission on February 22,
1996, and including any amendment or report filed for the purpose of updating
such description.
All documents filed subsequent to the date hereof by the Partnership with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post- effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and made a part hereof from
their respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents"). Any statement
contained herein or in an Incorporated Document deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Partnership's Common Units to be offered pursuant to this
Registration Statement has been incorporated by reference into this Registration
Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS.
The consolidated financial statements and related schedules incorporated by
reference in this Registration Statement from the Partnership's Annual Report on
form 10-K for the fiscal year ended September 30, 2000 have been included herein
and in the Registration Statement in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants.
The validity of the Common Units offered hereby will be passed upon for the
Partnership by Janice G. Meola, General Counsel for the Partnership.
As of November 5, 2001, Ms. Meola, whose opinion is included herewith as Exhibit
5, does not own any Common Units; however, 9,999 Common Units are held in the
Benefits Protection Trust over which she has no voting or investment power.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Partnership Agreement provides that the Partnership will indemnify (i) the
members of the Board of Supervisors or the members of the Board of Supervisors
of the Operating Partnership or any subsidiary of the Operating Partnership,
(ii) the general partner, (iii) any departing partner, (iv) any person who is or
was an affiliate of the general partner or any departing partner, (v) any person
who is or was a member, partner, director, supervisor, officer, employee, agent
or trustee of the Partnership, the Operating Partnership or any subsidiary of
the Operating Partnership, (vi) any person who is or was a member, partner,
officer, supervisor, director, employee, agent or trustee of the general partner
or any departing partner or any affiliate of the general partner or any
departing partner, or (vii) any person who is or was serving at the request of
the Board of Supervisors, the general partner or any affiliates of the general
partner or any departing partner or any affiliate of the general partner or any
departing partner as a member, partner, director, supervisor, officer, employee,
partner, agent, fiduciary or trustee of another person ("Indemnitees"), to the
fullest extent permitted by law, from and against any and all losses, claims,
damages, liabilities (joint or several), expenses (including legal fees,
expenses and other disbursements), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions,
suits or proceedings, whether civil, criminal, administrative or investigative,
in which any Indemnitee may be involved, or is threatened to be involved, as a
party or otherwise, by reason of its status as an Indemnitee; provided that in
each case the Indemnitee acted in good faith and in a manner that such
Indemnitee reasonably believed to be in or not opposed to the best interest of
Suburban and, with respect to any criminal proceeding, had no reasonable cause
to believe its conduct was unlawful. Any indemnification under these provisions
will be only out of the assets of the Partnership, and the general partner shall
not be personally liable, for or have any obligation to contribute or loan funds
or assets to the Partnership to enable it to effectuate, such indemnification.
The Partnership is authorized to purchase (or to reimburse the general partner
or it affiliates for the cost of) insurance against liabilities asserted against
and expenses incurred by such persons in connection with the Partnership's
activities, regardless of whether the Partnership would have the power to
indemnify such person against such liabilities under the provisions described
above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Compensation Deferral Plan of Suburban Propane Partners, L.P.
and Suburban Propane, L.P.
(Incorporated by reference to Exhibit
10(e) to the Partnership's Quarterly Report on Form 10-Q
for Fiscal Quarter ended June 26, 1999).
4.2 Suburban Propane Partners, L.P.
2000 Restricted Unit Plan
(Incorporated by reference to Exhibit 10.16 to the
Partnership's Annual Report on Form 10-K for the Fiscal year
ended September 30, 2001).
4.3 Second Amended and Restated Agreement of Limited
Partnership of Suburban Propane Partners, L.P.
(Incorporated by reference to Exhibit 3(a) to the
Partnership's Quarterly Report on
Form 10-Q for the Fiscal Quarter June 26, 1999).
4.4 Seconded Amended and Restated Agreement of Limited
Partnership of Suburban Propane, L.P.
(Incorporated by reference to Exhibit 3(b) to the
Partnership's Quarterly Report on Form 10-Q for the Fiscal
Quarter ended June 26, 1999).
5.1 Opinion of Janice G. Meola, General Counsel, as to
the validity of the securities being registered.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23.2 Consent of Janice G. Meola, General Counsel
(included in Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature
page of this Registration Statement).
ITEM 9. UNDERTAKINGS.
The Partnership hereby undertakes:
(1) (a) To file, during any period in which offers or sales are being made,
a post effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10 (a) (3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth, in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) any deviation from the low or high and of the estimated
maximum offering range may be reflected in form of prospectus filed
with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1) (a) (i) and (1) (a) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, supervisors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, supervisor, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, supervisor, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Partnership
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and it has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Whippany and the State of New Jersey, on November 8,
2001.
SUBURBAN PROPANE PARTNERS, L.P.
By: /s/ M. A. Alexander
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Name: Mark A. Alexander
Title: President & Chief Executive Officer
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. Each person whose signature appears below constitutes and
appoints Janice G. Meola, as attorney-in-fact, to sign in each capacity stated
below, any and all amendments and post-effective amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M. A. Alexander President, Chief Executive Officer November 8, 2001
- ------------------------ (Principal Executive
Mark A. Alexander Officer) and Appointed Member of the
Board of Supervisors
/s/ M. J. Dunn, Jr. Senior Vice President and Appointed November 8, 2001
- ------------------------ Member of the Board of Supervisors
Michael J. Dunn, Jr.
/s/ J. H. Stookey Chairman, Board of Supervisors November 8, 2001
- ------------------------
John Hoyt Stookey
/s/ H. R. Logan, Jr. Member, Board of Supervisors November 8, 2001
- ------------------------
Harold R. Logan, Jr.
/s/ D. C. Mecum Member, Board of Supervisors November 8, 2001
- ------------------------
Dudley C. Mecum
/s/ R. M. Plante Vice President, Finance & Treasurer November 8, 2001
- ------------------------ (Principal Financial Officer)
Robert M. Plante
/s/ E. J. Grabowiecki Vice President, Controller and November 8, 2001
- ------------------------ Chief Accounting Officer
Edward J. Grabowiecki (Principal Accounting Officer)
SUBURBAN PROPANE PARTNERS, L.P.
INDEX TO EXHIBITS
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Exhibit No. Description
4.1 Compensation Deferral Plan of Suburban Propane Partners, L.P.
and Suburban Propane, L.P.
(Incorporated by reference to Exhibit 10(e) to the Partnership's
Quarterly Report on Form 10-Q for Fiscal Quarter ended June 26,
1999).
4.2 Suburban Propane Partners, L.P.
2000 Restricted Unit Plan
(Incorporated by referenced to Exhibit 10.16 to the
Partnership's Annual Report on Form 10-K for the Fiscal Year
ended September 30, 2000).
4.3 Second Amended and Restated Agreement of Limited
Partnership of Suburban Propane Partners, L.P.
(Incorporated by reference to Exhibit 3(a) to
the Partnership's Quarterly Report on
Form 10-Q for the Fiscal Quarter ended June 26, 1999).
4.4 Second Amended and Restated Agreement of Limited
Partnership of Suburban Propane, L.P. (Incorporated by reference
to Exhibit 3(b) to the Partnership's Quarterly Report on
Form 10-Q for the Fiscal Quarter ended June 26, 1999).
5.1 Opinion of Janice G. Meola, General Counsel
as to the validity of the securities being registered.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23.2 Consent of Janice G. Meola, General Counsel
(included in Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature
page of this Registration Statement).
Exhibit 5.1
Suburban Propane Partners, L.P.
One Suburban Propane Plaza
240 Route 10 West
Whippany, New Jersey 07981
November 8, 2001
The Board of Supervisors
Suburban Propane Partners, L.P.
One Suburban Propane Plaza
240 Route 10 West
Whippany, New Jersey 07891
Ladies and Gentlemen:
I am General Counsel of Suburban Propane Partners, L.P., a Delaware limited
partnership (the "Partnership"), and am rendering this opinion in connection
with the Partnership's Registration Statement on Form S-8 filed pursuant to the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the Compensation Deferral Plan of Suburban Propane Partners, L.P. and Suburban
Propane, L.P. (the "Deferral Plan") pursuant to which the Partnership issued
42,925 of its Common Units and relating to the Partnership's 2000 Restricted
Unit Plan (the "2000 Unit Plan") pursuant to which the Partnership may issue up
to 487,804 of its Common Units.
For purposes of the opinions expressed in this letter, I have examined or
caused to be examined, by attorneys who are members of my staff, statutes,
regulations, the Second Amended and Restated Agreement of Limited Partnership of
the Partnership, records of the proceedings of the Partnership and such other
documents and records as I have deemed necessary or appropriate as a basis for
such opinions. In rendering these opinions, I have assumed that all documents
submitted to me as originals are authentic, that all copies submitted to me
conform to the originals thereof, and that the signatures on all documents
examined by me or members of my staff are genuine.
I am a member of the Bar of the State of New Jersey and do not purport to
be an expert or give any opinion except as to matters involving the laws of such
State and the Limited Partnership Law of the State of Delaware.
Based on the foregoing and having regard to such legal considerations as I
have deemed relevant, I am of the opinion that the Common Units that are the
subject of the Registration Statement have been duly authorized and, upon the
issuance thereof in accordance with the terms of the Deferral Plan and the 2000
Unit Plan, will be validly issued, fully paid and nonassessable Common Units of
the Partnership, except as such nonassessability may be affected by the matters
described in the "Risk Factors" section of the Prospectus, dated October 11,
2000 included in the Partnership's Registration Statement on Form S-3
(Registration No. (333-42800) under the captions "Unitholders may not have
limited liability in certain circumstances and may be liable for the return of
some distributions" and "Unitholders may have liability to repay distributions."
I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement and to the reference to me under the caption "Item 5
Interests of Named Experts."
Very truly yours,
/s/ Janice G. Meola
----------------------
Janice G. Meola
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 24, 2000 and November 14, 2000
relating to the financial statements, which appears in Suburban Propane
Partners, L.P.'s Annual Report on Form 10-K for the year ended September 30,
2000. We also consent to the references to us under the headings "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Florham Park, NJ
November 5, 2001