UNITED STATES
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 18, 2019
STAR GROUP, L.P.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-14129 | 06-1437793 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 9 West Broad Street, Suite 310, Stamford, CT 06902 |
| (Address of Principal Executive Offices) (Zip Code) |
(203) 328-7310
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Jeffrey M. Woosnam On March 18, 2019, Star Group, L.P. (the “Company”) announced the appointment of Jeffrey M. Woosnam to the Board of Directors (the “Board”) of Kestrel Heat, LLC, the general partner of the Company (“Kestrel Heat”), and as President and Chief Executive Officer of Kestrel Heat, effective as of March 18, 2019. Mr. Woosnam, age 50, has held various senior level leadership positions at the Company. From May 2014 to March 2019, Mr. Woosnam served as Senior Vice President, Southern Operations. From April 2007 to May 2014, Mr. Woosnam served as Vice President, Southern Operations. From 2006 to 2007, he served as the Director of Operations for Petroleum Heat and Power Company, a subsidiary of the Company. From 1994 to 2006, he held several General Management positions for Petro, Inc. with increasing levels of responsibility. In connection with his appointment, Mr. Woosnam will receive an annual base salary of $316,702 and will be eligible to participate in the Company’s annual discretionary profit sharing allocation and management incentive compensation plan. Mr. Woosnam will also receive such benefits as are generally made available to Company employees. There are no arrangements or understandings with the Company, or any other persons, pursuant to which Mr. Woosnam was appointed as a director of the Board. There are no relationships regarding Mr. Woosnam that would require disclosure pursuant to Item 404(a) of Regulation S-K. Election of Jeffrey S. Hammond On March 18, 2019, the Company announced the appointment of Jeffrey S. Hammond as Chief Operating Officer of Kestrel Heat, effective as of March 18, 2019. Mr. Hammond, age 57, has held various senior-level leadership positions at the Company. From October 2013 to March 2019, he served as Senior Vice President, Northern Operations. From April 2007 to October 2013, Mr. Hammond served as Vice President, Northern Operations. From 2006 to 2007, he served as the Director of Operations for Petro Holdings, Inc., a subsidiary of the Company. From 2004 to 2006, Mr. Hammond served as Director of Planning and Logistics for Petro Holdings, Inc. From 2003 to 2004, he held a General Manager position for Petro Holdings, Inc. Prior to joining the Company in January 2003, Mr. Hammond worked for United Parcel Service for 19 years. While at UPS, he held various management positions in Operations and Industrial Engineering. In connection with his appointment, Mr. Hammond will receive an annual base salary of $307,756 and will be eligible to participate in the Company’s annual discretionary profit sharing allocation and management incentive compensation plan. Mr. Hammond will also receive such benefits as are generally made available to Company employees. There are no relationships regarding Mr. Hammond that would require disclosure pursuant to Item 404(a) of Regulation S-K. Election of Joseph R. McDonald On March 18, 2019, the Company announced the appointment of Joseph R. McDonald as Chief Customer Officer of Kestrel Heat, effective as of March 18, 2019. Mr. McDonald, age 49, has held various senior-level leadership positions at the Company. From May 2014 to March 2019, he served as Senior Vice President of Sales, Marketing & Retention. From May 2005 to May 2014, Mr. McDonald served as Vice President, Sales and Marketing. From October 2004 to May 2005, he served as the Director of Sales for Petro Holdings, Inc., a subsidiary of the Company. From January 2003 to October 2004, was a Regional Sales Manager for Petro Holdings, Inc. In connection with his appointment, Mr. McDonald will receive an annual base salary of $307,756 and will be eligible to participate in the Company’s annual discretionary profit sharing allocation and management incentive compensation plan. Mr. McDonald will also receive such benefits as are generally made available to Company employees. There are no relationships regarding Mr. McDonald that would require disclosure pursuant to Item 404(a) of Regulation S-K. Each of Messrs. Woosnam, Hammond and McDonald is also expected to enter into an indemnification agreement with Kestrel Heat, the terms of which are expected to be consistent with the terms of the indemnification provided to the other officers and directors of Kestrel Heat and by Kestrel Heat’s limited liability company agreement. In general, each indemnification agreement provides that Kestrel Heat will, to the extent permitted by applicable law, indemnify the indemnitee against all expenses, judgments, fines, and penalties actually and reasonably incurred in connection with the defense or settlement of any criminal, civil or administrative action brought against the indemnitee by reason of his relationship with Kestrel Heat and the Company, including third-party claims and proceedings brought by or in the right of the Company. In addition, each indemnification agreement provides for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement to the fullest extent permitted by Delaware law. The indemnification agreements are effective as of the date on which the indemnitees assumed their present positions with Kestrel Heat and continue until the later of (i) 10 years after the date the indemnitee ceases to serve as an officer or director of Kestrel Heat or (ii) the final termination of all proceedings as to which an indemnitee is indemnified. The amounts payable by Kestrel Heat pursuant to the indemnification agreements are subject to reimbursement by the Company. Resignation of Daniel Donovan In connection with the promotion of Mr. Woosnam to President and Chief Executive Officer, Daniel Donovan notified Kestrel Heat on March 18, 2019 that he would be resigning as interim President and Chief Executive Officer of Kestrel Heat effective as of March 18, 2019. Mr. Donovan will continue to serve as a member of the Board. Mr. Donovan will also provide consulting services to the Company until April 30, 2019, for which he will continue to receive the compensation that he received as interim President and Chief Executive Officer. Pursuant to such compensatory arrangement, the Company will pay to Mr. Donovan a salary of $45,000 per month until April 30, 2019, subject to withholding of all applicable taxes and benefit deductions.
Item 7.01. Regulation FD Disclosure.
On March 18, 2019, the Company issued a press release announcing the elections of Mr. Woosnam as President and Chief Executive Officer, Mr. Hammond as Chief Operating Officer and Mr. McDonald as Chief Customer Officer. A copy of the press release is set forth as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 A copy of the Star Group, L.P. Press Release dated March 18, 2019.
SIGNATURE
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 GROUP, L.P. By: Kestrel Heat, LLC (General Partner) | ||
| Date: March 18, 2019 | By: | /s/ Richard F. Ambury |
| Richard F. Ambury | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Star Group, L.P. Announces New CEO and Executive Organizational Structure
Jeff Woosnam, 24-Year Star Veteran, Takes the Helm
STAMFORD, Conn., March 18, 2019 (GLOBE NEWSWIRE) -- Star Group, L.P. (the "Company" or "Star") (NYSE:SGU), a leading home energy distributor and services provider, today announced several management changes related to the prior passing of President and CEO Steve Goldman in December, 2018. Effective immediately, Jeffrey M. Woosnam is named President and Chief Executive Officer, Jeffrey S. Hammond is named Chief Operating Officer, and Joseph R. McDonald is named Chief Customer Officer; Richard F. Ambury will continue in his role as Executive Vice President, Chief Financial Officer and Treasurer. Effective with these appointments, interim CEO Dan Donovan will step down from active management but remain a member of the Board of Directors of Kestrel Heat, LLC, Star’s general partner ("Kestrel"), also serving as a consultant as necessary through April 30, 2019.
Paul Vermylen, Kestrel’s Chairman of the Board, stated, "I’m very pleased to announce that, after a thorough consideration of the Company’s future and the depth of home-grown talent within the organization, we have elevated Jeff Woosnam, Jeff Hammond, and Joe McDonald to their new positions. Along with our long-time CFO Rich Ambury, these four talented individuals – each with decades of experience in the industry – will lead Star Group through its next phase of growth. I’d like to recognize all of them for their past achievements and dedication, and the Board wishes them well as they take the mantle at Star. In addition, I’d like to thank Dan Donovan for stepping in at a moment’s notice last December to temporarily lead the Company as we considered all avenues for filling Steve’s big shoes. Star Group is in very good hands going forward.”
Additional Background Information
Jeffrey Woosnam, President and Chief Executive Officer, is also appointed as a Director of Kestrel. Mr. Woosnam was most recently Senior Vice President, Southern Operations, a position he held since May, 2014. Prior to this, Mr. Woosnam served as Vice President, Southern Operations and was previously Director of Operations for Petroleum Heat and Power, a subsidiary of Star Group. He has been with the Company since 1994.
Jeffrey Hammond, Chief Operating Officer, was most recently Senior Vice President, Northern Operations, a position he held since October, 2013. Prior to this, Mr. Hammond served as Vice President, Northern Operations and was previously the Director of Operations for Petro Holdings, a subsidiary of Star Group. He has been with the Company since 2003.
Joseph McDonald, Chief Customer Officer, was most recently Senior Vice President of Sales, Marketing & Retention, a position he held since May, 2014. Prior to this, Mr. McDonald served as Vice President, Sales and Marketing and was previously Director of Sales for Petro Holdings, a subsidiary of Star Group. He has been with the Company since 2003.
About Star Group, L.P.
Star Group, L.P. is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Company also sells and services heating and air conditioning equipment to its home heating oil and propane customers and, to a lesser extent, provides these offerings to customers outside of its home heating oil and propane customer base. In certain of Star's marketing areas, the Company provides plumbing services primarily to its home heating oil and propane customer base. Star also sells diesel, gasoline and home heating oil on a delivery only basis. Star is the nation's largest retail distributor of home heating oil based upon sales volume. Including its propane locations, Star serves customers in the more northern and eastern states within the Northeast, Central and Southeast U.S. regions. Additional information is available by obtaining the Company's SEC filings at www.sec.gov and by visiting Star's website at www.stargrouplp.com, where unit holders may request a hard copy of Star’s complete audited financial statements free of charge.
| CONTACT: | |
| Star Group, L.P. | Chris Witty |
| Investor Relations | Darrow Associates |
| 203/328-7310 | 646/438-9385 or cwitty@darrowir.com |