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) March 16, 2005 Commission File Number: 1-14222 SUBURBAN PROPANE PARTNERS, L.P. (Exact name of registrant as specified in its charter) --------------------------------- ------------------------------- Delaware 22-3410353 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 240 Route 10 West Whippany, New Jersey 07981 (973) 887-5300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: -------------------------------------------------------------------------------- [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) -------------------------------------------------------------------------------- [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) -------------------------------------------------------------------------------- [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) -------------------------------------------------------------------------------- [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE On March 16, 2005, Suburban Propane Partners, L.P. issued a press release (the "Press Release") announcing that it proposes to offer $250 million of senior notes due 2013 in a private placement to eligible purchasers and that it intends to enter into a $125 million five-year term loan facility. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of Suburban Propane Partners, L.P. dated March 16, 2005, announcing a proposal to offer $250 million of senior notes due 2013 and the intent to enter into a $125 million five-year term loan facility. SIGNATURES 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. --------------------------------- ---------------------------------------- March 16, 2005 SUBURBAN PROPANE PARTNERS, L.P. By: /s/ Janice G. Sokol ----------------------------- Name: Janice G. Sokol Title: Vice President, General Counsel and Secretary EXHIBITS Exhibit No. Exhibit 99.1 Press Release of Suburban Propane Partners, L.P. dated March 16, 2005, announcing a proposal to offer $250 million of senior notes due 2013 and the intent to enter into a $125 million five-year term loan facility.