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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 5, 2003
Commission File Number: 1-14222
SUBURBAN PROPANE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 22-3410353
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
240 Route 10 West
Whippany, N.J. 07981
(973) 887-5300
__________________
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 10, 2003, Suburban Propane Partners, L.P. (the "Partnership"),
through its operating partnership, Suburban Propane, L.P. (the "Operating
Partnership"), entered into an asset purchase agreement (the "Purchase
Agreement") to acquire substantially all of the assets and operations of Agway
Energy Products, LLC, Agway Energy Services PA, Inc. and Agway Energy Services,
Inc. (collectively "Agway Energy"), all of which entities are wholly-owned
subsidiaries of Agway, Inc., for $206.0 million in cash, subject to certain
purchase price adjustments (the "Acquisition"). Agway, Inc. is presently a
debtor-in-possession under Chapter 11 of the Bankruptcy Code pending before the
United States Bankruptcy Court for the Northern District of New York (the
"Bankruptcy Court"). Agway Energy is not a Chapter 11 debtor.
The Purchase Agreement was filed with the Bankruptcy Court and on November
24, 2003, the Bankruptcy Court approved Agway, Inc.'s motion to establish bid
procedures for the sale of substantially all of the assets and business
operations of Agway Energy. Under the Bankruptcy Court order, the Operating
Partnership was officially designated the "stalking horse," or lead bidder, in a
process in which additional bids for the Agway Energy assets and business
operations are being solicited for a specified period of time. An auction is
currently scheduled for December 18, 2003. If we are the successful bidder at
the auction, the closing of the Acquisition is expected to occur shortly
following the conclusion of the auction process and upon receipt of necessary
regulatory approvals. There can be no assurance that the Operating Partnership
will ultimately be the successful bidder at the auction process or will be able
to consummate the Acquisition .
Agway Energy, based in Syracuse, New York, is a leading regional marketer
of propane, fuel oil, gasoline and diesel fuel primarily in New York,
Pennsylvania, New Jersey and Vermont. Based on LP/Gas Magazine dated February
2003, Agway Energy is the eighth largest retail propane marketer in the United
States, operating through approximately 139 distribution and sales centers.
Agway Energy is also one of the leading marketers and distributors of fuel oil
in the northeast region of the United States. To complement its core marketing
and delivery business, Agway Energy installs and services a wide variety of home
comfort equipment, particularly in the area of HVAC. Additionally, to a lesser
extent, Agway Energy markets natural gas and electricity in New York and
Pennsylvania. For its fiscal year ended June 30, 2003, Agway Energy served more
than 400,000 active customers across all of its lines of business and sold
approximately 106.3 million gallons of propane and approximately 356.8 million
gallons of refined fuels, including fuel oil, gasoline and diesel fuel to
residential, commercial and agricultural customers.
At present, the Partnership plans to fund the $206.0 million purchase price
and related Acquisition costs and expenses with capital markets financings. In
the interim, the Partnership has obtained a commitment from established
investment banking institutions to provide a $210.0 million 364-day facility to
fund all or a portion of the purchase price.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The combined financial statements of Agway Energy Group (Agway Energy
Products, LLC, Agway Energy Services, Inc. and Agway Energy Services PA,
Inc.) as of June 30, 2003 and 2002 and for the years ended June 30, 2003,
2002 and 2001, together with the report of PricewaterhouseCoopers LLP
(Syracuse, New York) with respect thereto, are included as Exhibit 99.1 to
this Current Report.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements of Suburban
Propane Partners, L.P. and Agway Energy as of and for the year ended
September 27, 2003 and related notes are included as Exhibit 99.2 to this
Current Report.
(c) Exhibits.
10.28 Asset Purchase Agreement by and Among Agway Energy Products, LLC,
Agway Energy Services, Inc., Agway Energy Services PA, Inc., Agway,
Inc. and Suburban Propane, L.P., dated as of November 10, 2003.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 The combined financial statements of Agway Energy Group (Agway Energy
Products, LLC, Agway Energy Services, Inc. and Agway Energy Services
PA, Inc.) as of June 30, 2003 and 2002 and for the years ended June
30, 2003, 2002 and 2001, together with the report of
PricewaterhouseCoopers LLP (Syracuse, New York) with respect thereto.
99.2 The unaudited pro forma condensed combined financial statements of
Suburban Propane Partners, L.P. and Agway Energy as of and for the
year ended September 27, 2003 and related notes.
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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.
SUBURBAN PROPANE PARTNERS, L.P.
December 5, 2003 By: /s/ Janice G. Meola
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Name: Janice G. Meola
Title: Vice President, General Counsel
and Secretary
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