View:
Mail Stop 3561
February 14, 2006
Mr. Joseph P. Cavanaugh
Chief Executive Officer
Star Gas Partners, L.P.
2187 Atlantic Street
P.O. Box 120011
Stamford, Connecticut 06902
(203) 328-7310
Re: Star Gas Partners, L.P.
Registration Statement on Form S-3
Filed January 18, 2006
File No. 333-131098
Form 10-K for the Year Ended September 30, 2005
Filed December 13, 2005
File No. 1-14129
Dear Mr. Cavanaugh:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3 Filed on January 18, 2006
Summary Consolidated Historical Financial and Operating Data, page
14
1. Please revise to present cash distribution declared per junior
subordinated unit and general partner unit.
Unaudited Condensed Pro Forma Financial Information, page F-1
Pro Forma Condensed Consolidated Statement of Operations, page F-3
2. Please revise to present net income (loss) allocated to each
ownership class and on a per unit basis for each class.
Form 10-K for the Year Ended September 30, 2005
Selected Historical Financial and Operating Data, page 23
3. Please disclose cash distribution declared per junior
subordinated
unit and general partner unit.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 25
Contractual Obligations and Off-Balance Sheet Arrangements, page
44
4. In future filings, please include long-term liabilities
reflected
on your balance sheet, obligations under employment agreements and
estimated contributions to your employee benefit plans for the
succeeding year in the table together with appropriate footnote
disclosures. Please refer to Item 303(a)(5) of Regulation S-K.
Item 9A. Controls and Procedures, page 48
5. We note that you state that your disclosure controls and
procedures "...are functioning effectively to provide reasonable
assurance that the information required to be disclosed...is
recorded, processed, summarized and reported within the time
periods
specified...." In future filings, please also disclose whether
information required to be disclosed is accumulated and
communicated
to management, including your principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Refer to Rules 13a-15(e) and 15d-15(e).
Exhibit 31.1
6. We note that you have filed combined Exhibits 31.1 and 31.2 for
Star Gas Partners LP and Star Gas Finance Company. In future
filings, please file separate certifications for each company.
7. In future filings, please omit "annual" from paragraphs 2-4.
Refer to Item 601(b)(31)(i) of Regulation S-K.
Consolidated Financial Statements, page F-1
Consolidated Balance Sheets, page F-4
8. Please tell us whether there are any items included in prepaid
expenses and other current assets that exceed 5% of total current
assets that are not disclosed in the notes to your financial
statements. Please also tell us whether there are any items
included
in accrued liabilities that exceed 5% of current liabilities that
are
not disclosed in the notes to your financial statements. If there
are items in these balance sheet captions that should be disclosed
separately in the statement or in the notes to the financial
statements in accordance with Rules 5-02(8) and 5-02(20) of
Regulation S-X, please do so in future filings.
Consolidated Statements of Operations, page F-5
9. Please revise to show the amount of net income (loss) allocated
to
each ownership class and to disclose net income (loss) on a per
unit
basis for each ownership class. Please also revise your
disclosure
in Note 19 to the financial statements as appropriate. In
addition,
please disclose how net income (loss) is allocated to each
ownership
class in the notes to the financial statements. Please refer to
SAB
Topic 4:F.
Consolidated Statements of Cash Flows, page F-8
10. We note that you reported net cash provided by (used in)
discontinued operations as a separate line item. The statement
should report cash flows provided by or used by operating,
investing
and financing activities. Please revise to report cash flows from
discontinued operations within each category. In doing so, you
may
combine cash flows from discontinued operations with cash flows
from
continuing operations within each category, identify cash flows
from
discontinued operations within each category, identify cash flows
from discontinued operations for each category and present
separately
or identify operating cash flows from discontinued operations with
the operating category only. Please refer to paragraph 26 of FAS
95
and footnote 10 thereto.
Notes to Consolidated Financial Statements, page F-9
Revenue Recognition, page F-10
11. Please tell us how you measure and account for losses on
heating
oil equipment service contracts and residential protected price
contracts. In doing so, please tell us how you group contracts to
determine whether a loss exists and how you determine any
offsetting
net gains on hedged residential protected price contracts
reclassified into earnings. In addition, please disclose your
loss
recognition accounting policies in future filings. Please refer
to
FTB 90-1 and paragraph 35 of FAS 133.
Note 10- Long-Term Debt and Bank Facility Borrowings, page F-21
12. We note that the revolving credit facility imposes certain
restrictions on the ability of the heating oil segment to pay
distributions. Please tell us the nature of the restrictions and
provide us your calculation of restricted net assets of the
heating
oil segment as of the most recent balance sheet date. If
restricted
net assets exceed 25% of consolidated net assets as of the end of
the
most recent year please disclose the information required by Rule
4-
08(c)(3) of Regulation S-X and file Schedule I required by Rule 5-
04
of Regulation S-X.
* * * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact William Thompson, Staff Accountant, at (202)
551-3344 or William Choi, Accounting Branch Chief, at (202) 551-
3716,
if you have questions regarding comments on the financial
statements
and related matters. Please contact Peggy Kim, Senior Staff
Attorney, at (202) 551-3411, or me at (202) 551-3720 with any
other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Brian Brodrick, Esq.
Phillips Nizer LLP
Via Facsimile
??
??
??
??
Joseph P. Cavanaugh
Star Gas Partners, L.P.
February 14, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE