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) July 24, 2003
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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
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
240 Route 10 West
Whippany, N.J. 07981
(973) 887-5300
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Exhibit Index on Page 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. A copy of the Press Release has been furnished as Exhibit 99.1
to this Current Report.
ITEM 9. REGULATION FD DISCLOSURE
The following information, which is intended to be furnished under Item 12 of
Form 8-K, "Disclosure of Results of Operations and Financial Condition," is
instead being furnished under this Item 9 of Form 8-K, "Regulation FD
Disclosure," in accordance with the Securities and Exchange Commission SEC
Release No. 33-8216. This information, including the exhibit attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
On July 24, 2003, Suburban Propane Partners, L.P. issued a press release (the
"Press Release") describing our Fiscal 2003 Third Quarter Financial Results and
Distribution Declaration. A copy of the Press Release has been furnished as
Exhibit 99.1 to this Current Report.
Within the Press Release, we reference certain non-GAAP financial measures;
including earnings before interest, taxes, depreciation and amortization
("EBITDA"). Additionally, we discuss EBITDA, net income and net income per
Common Unit excluding the impact of unrealized (non-cash) gains and losses
attributable to the mark-to-market activity on derivative instruments recorded
in accordance with Statement of Financial Accounting Standards No. 133 ("FAS
133").
We provide these non-GAAP financial measures because we believe that they assist
the investment community in properly assessing our liquidity on a year-over-year
basis. In addition, we believe that these non-GAAP financial measures provide
useful information to investors and industry analysts to facilitate the
comparison of cash flows between reporting periods for purposes of evaluating
our ability to meet our debt service obligations and to pay our quarterly
distributions. Moreover, our senior note agreements and our revolving credit
agreement require us to use EBITDA in calculating our leverage and interest
coverage ratios. A reconciliation of EBITDA to cash flow provided by operating
activities (the most comparable GAAP measure) is presented in the Press Release
furnished as Exhibit 99.1 to this current report.
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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.
July 24, 2003 By: /s/ Janice G. Meola
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Name: Janice G. Meola
Title: General Counsel & Secretary
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EXHIBITS
Exhibit No. Exhibit
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99.1 Press Release dated July 24, 2003