SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STAR GAS PARTNERS, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 06-1437793
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(State of incorporation or organization) (IRS Employer Identification No.)
2187 Atlantic Street, Stamford, CT 06902
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective Pursuant
pursuant to General Instruction A.(c), to General Instruction A. (d), please check
please check the following box. [X] the following box. [_]
Securities Act registration statement file number to which this form relates: ____N/A_______
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO BE SO NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE
REGISTERED
Rights To Purchase Class A Common Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM. 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Adoption of Rights Agreement
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 registration
statement), adopted a rights agreement between us 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.
Antitakeover Effects
The rights will have anti-takeover effects. They will cause substantial
dilution to any person or group that attempts to acquire us without the approval
of our general partner. As a result, the overall effect of the rights may be to
make more difficult or discourage any attempt to acquire us even if such
acquisition may be favorable to the interests of our unitholders. Because our
general partner can redeem the rights or approve a permitted offer, the rights
should not interfere with a merger or other business combination approved by our
general partner. Thus, the rights are intended to encourage persons who may
seek to acquire control of us to initiate such an acquisition through
negotiations with our board of directors.
ITEM. 2. EXHIBITS.
Exhibit 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.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
STAR GAS PARTNERS, L.P.
By: Star Gas, LLC, as General Partner
Date: April 17, 2001
By: /s/ Irik P. Sevin
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Name: Irik P. Sevin
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 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.
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