SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): APRIL 16, 2001
STAR GAS PARTNERS, L.P.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 33-98490 06-1437793
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2187 ATLANTIC STREET, STAMFORD, CT 06902
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-328-7300
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Item 5. Other Events.
Adoption of Rights Agreement
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On April 16, 2001, Star Gas Partners, L.P., a Delaware limited partnership
(which we refer to as "we", "us" or the "partnership" in this Report), adopted a
rights agreement between the partnership and American Stock Transfer & Trust
Company as rights agent. Under the rights agreement, we have declared a
distribution of one right to purchase one Class A common unit for each
outstanding common unit, senior subordinated unit, junior subordinated unit and
general partner unit of the partnership. The distribution is payable on April
27, 2001 to unitholders of record as of the close of business on that date. The
rights agreement also provides, subject to specified exceptions and limitations,
that units issued or delivered from after the record date through the
distribution date will be entitled to and accompanied by rights. The rights are
in all respects subject to and governed by the provisions of the rights
agreement. We have summarized selected portions of the rights agreement and the
rights below. For a complete description of the rights, we encourage you to read
the summary below and the rights agreement, a copy of which (including all
exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this
reference.
Detachment of Rights; Exercisability
The rights are attached to all certificates representing our currently
outstanding units and will attach to all unit certificates we issue prior to the
"distribution date." That date will occur, except in some cases, on the earlier
of:
- ten (10) days following a public announcement that a person or group
of affiliated or associated persons, who we refer to collectively as
an "acquiring person," has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of either our outstanding common
units or the aggregate of our outstanding senior subordinated units
and junior subordinated units; or
- ten (10) business days following the start of a tender offer or
exchange offer that would result in a person becoming an acquiring
person.
Our general partner may defer the distribution date in some circumstances. Also,
some inadvertent acquisitions of our units will not result in a person becoming
an acquiring person if the person promptly divests itself of sufficient units.
Until the distribution date:
- unit certificates will evidence the rights;
- the rights will be transferable only with those certificates;
- new unit certificates will contain a notation incorporating the rights
agreement by reference; and
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- the surrender for transfer of any unit certificate will also
constitute the transfer of the rights associated with the units
represented by the certificate.
The rights are not exercisable until the distribution date and will expire at
the close of business on April 16, 2011, unless we redeem or exchange them at an
earlier date as described below.
As soon as practicable after the distribution date, the rights agent will mail
certificates representing the rights to holders of record of units as of the
close of business on the distribution date. From that date on, only separate
rights certificates will represent the rights. We will issue rights with all
units issued prior to the distribution date. We will also issue rights with
units issued after the distribution date in connection with some employee
benefit plans or upon conversion of some securities. Except as otherwise
determined by our board of directors, we will not issue rights with any other
units issued after the distribution date.
Flip-In Event
A "flip-in event" will occur under the rights agreement when a person becomes an
acquiring person otherwise than pursuant to a "permitted offer." The rights
agreement defines "permitted offer" as a tender or exchange offer for all
outstanding units at a price and on terms that our general partner determines to
be fair to and otherwise in the best interests of our unitholders.
If a flip-in event occurs, each right, other than any right that has become null
and void as described below, will become exercisable following the end of the
subordination period (as defined in the partnership agreement) to receive the
number of Class A common units, or in some specified circumstances, cash,
property or other securities, which has a "current per unit market price" equal
to two (2) times the exercise price of the right. Please refer to the rights
agreement for the definition of "current per unit market price."
Flip-Over Event
A "flip-over event" will occur under the rights agreement when, at any time from
and after the time a person becomes an acquiring person:
- we are acquired or we acquire such person in a merger or other
business combination transaction, other than specified mergers that
follow a permitted offer; or
- 50% or more of our assets, cash flow or earning power is sold, leased
or transferred.
If a flip-over event occurs, each holder of a right, except rights that are
voided as described below, will thereafter have the right to receive, on
exercise of the right, a number of common units or equivalent securities of the
acquiring company that has a current market price equal to two (2) times the
exercise price of the right.
When a flip-in event or a flip-over event occurs, all rights that then are or
previously were (under certain circumstances specified in the rights agreement)
beneficially owned by an acquiring person (or specified related parties) will
become null and void.
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Class A Common Units
After the distribution date and following the end of the subordination period,
each right will entitle the holder to purchase Class A common units, which is
the term our partnership agreement uses to describe common units following the
end of the subordination period.
Antidilution
The number of rights associated with a unit, the number of Class A common units
issuable upon exercise of a right and the exercise price of the right are
subject to adjustment in the event of a unit distribution on, or a subdivision,
combination or reclassification of, our common units occurring prior to the
distribution date. The exercise price of the rights and the number of Class A
common units or other securities or property issuable on exercise of the rights
are subject to adjustment from time to time to prevent dilution in the event of
some specified transactions affecting the common units.
With some exceptions, we will not be required to adjust the exercise price of
the rights until cumulative adjustments amount to at least 1% of the exercise
price. The rights agreement also will not require us to issue fractional Class A
common units and, in lieu of the fractional portion of any units, we will make a
cash payment based on the market price of the common units.
Redemption of Rights
At any time until the time a person becomes an acquiring person, we may redeem
the rights in, whole, but not in part, at a price of $.01 per right, payable, at
our option, in cash, securities or such other consideration as our general
partner may determine. Upon such redemption, the rights will terminate and the
only right of the holders of rights will be to receive the $.01 redemption
price.
Exchange of Rights
At any time after the occurrence of a flip-in event and prior to a person's
becoming the beneficial owner of 50% or more of our outstanding units or the
occurrence of a flip-over event, we may exchange the rights, other than rights
owned by an acquiring person or an affiliate or an associate of an acquiring
person, which will have become void, in whole or in part, at an exchange ratio
of one Class A common unit, and/or other equity securities deemed to have the
same value as one Class A common unit, per right, subject to adjustment.
Substitution
If we have an insufficient number of authorized but unissued Class A common
units available to permit an exercise or exchange of rights upon the occurrence
of a flip-in event, we may substitute other specified types of property for
Class A common units so long as the total value received by the holder of the
rights is equivalent to the value of the Class A common units that the
unitholder would otherwise have received. We may substitute cash, property,
equity securities or debt, reduce the exercise price of the rights or use any
combination of the foregoing.
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No Rights as a Unitholder; Taxes
Until a right is exercised, a holder of rights will have no rights to vote or
receive distributions or any other rights as a holder of our units. Unitholders
may, depending upon the circumstances, recognize taxable income in the event
that the rights become exercisable for our Class A common units, or other
consideration, or for the common units or equivalent securities of the acquiring
company or are exchanged as described above.
Amendment of Terms of Rights
Our general partner may amend any of the provisions of the rights agreement,
other than some specified provisions relating to the principal economic terms of
the rights and the expiration date of the rights, at any time prior to the time
a person becomes an acquiring person. Thereafter, our general partner may only
amend the rights agreement in order to cure any ambiguity, defect or
inconsistency or to make changes that do not materially and adversely affect the
interests of holders of the rights, excluding the interests of any acquiring
person.
Adoption of Amendments to Partnership Agreement
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EFFECTIVE AS OF APRIL 17, 2001, THE GENERAL PARTNER HAS ADOPTED AMENDMENT NO. 1
(REFERRED TO AS "AMENDMENT NO. 1") TO THE AMENDED AND RESTATED PARTNERSHIP
AGREEMENT (REFERRED TO AS THE "PARTNERSHIP AGREEMENT") OF THE PARTNERSHIP TO
PROVIDE FOR NEW ARTICLE 36 WHICH IS SUBSTANTIALLY THE SAME AS SECTION 203 OF THE
DELAWARE GENERAL CORPORATION LAW.
NEW ARTICLE 36 PROHIBITS AN "INTERESTED HOLDER," WHICH IS DEFINED GENERALLY AS A
PERSON OR GROUP OWNING 15% OR MORE OF THE PARTNERSHIP'S OUTSTANDING UNITS, FROM
ENGAGING IN A "BUSINESS COMBINATION" WITH THE PARTNERSHIP FOR THREE YEARS
FOLLOWING THE DATE SUCH PERSON BECAME AN INTERESTED HOLDER UNLESS:
(i) Before such person or group became an interested holder, the general
partner approved either the transaction in which the interested holder
became an interested holder or the proposed business combination;
(ii) Upon consummation of the transaction that resulted in the interested
holder becoming an interested holder, the interested holder owns at
least 85% of the outstanding units at the time the transaction
commenced (excluding units held by the general partner and its
affiliates); or
(iii) Following the transaction in which such person or group became an
interested holder, the business combination is approved by the general
partner and authorized at a meeting of the unitholders by the
affirmative vote of the holders of two-thirds of the outstanding units
that are not owned by the interested holder.
Amendment No. 1 also includes certain amendments to the terms of the partnership
agreement that are necessary in order to implement the rights agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED: NONE
(B) PRO FORMA FINANCIAL INFORMATION: NONE
(C) EXHIBITS:
EXHIBIT
NUMBER EXHIBIT
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3.1 AMENDMENT NO. 1 DATED AS OF APRIL 17, 2001 TO AMENDED AND
RESTATED PARTNERSHIP AGREEMENT OF STAR GAS PARTNERS, L.P.
4.1 UNIT PURCHASE RIGHTS AGREEMENT, DATED APRIL, 17, 2001 BY AND
BETWEEN STAR GAS PARTNERS, L.P. AND AMERICAN STOCK TRANSFER
& TRUST COMPANY, INCLUDING THE FORM OF RIGHTS CERTIFICATE
AND THE SUMMARY OF RIGHTS ATTACHED THERETO EXHIBITS A AND B,
RESPECTIVELY. (INCORPORATED BY REFERENCE TO THE
PARTNERSHIP'S REGISTRATION STATEMENT ON FORM 8-A FILED APRIL
18, 2001)
99.1 PRESS RELEASE, DATED APRIL 17, 2001
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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.
STAR GAS PARTNERS, L.P.
BY: STAR GAS, LLC, AS GENERAL PARTNER
BY: /s/ IRIK P. SEVIN
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NAME: IRIK P. SEVIN
TITLE: CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
DATE: APRIL 17, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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3.1 AMENDMENT NO. 1 DATED APRIL 17, 2001 TO AMENDED AND RESTATED
PARTNERSHIP AGREEMENT OF STAR GAS PARTNERS, L.P.
4.1 UNIT PURCHASE RIGHTS AGREEMENT, DATED APRIL 17, 2001 BY AND BETWEEN
STAR GAS PARTNERS, L.P. AND AMERICAN STOCK TRANSFER & TRUST COMPANY,
INCLUDING THE FORM OF RIGHTS CERTIFICATE AND THE SUMMARY OF RIGHTS
ATTACHED THERETO AS EXHIBITS A AND B, RESPECTIVELY. (INCORPORATED BY
REFERENCE TO THE COMPANY'S REGISTRATION STATEMENT ON FORM 8-A FILED
APRIL 17, 2001)
99.1 PRESS RELEASE, DATED APRIL 17, 2001
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