UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number: 33-98490
STAR GAS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
| Delaware |
06-1437793 | |
| (State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification
No.) |
2187 Atlantic Street, Stamford,
Connecticut 06902
(Address of principal executive office)
(203) 328-7300
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No ¨
Indicate the number of shares
outstanding of each issuer’s classes of common stock, as of July 25, 2002:
| 27,130,446 |
Common Units | |
| 3,134,110 |
Senior Subordinated Units | |
| 345,364 |
Junior Subordinated Units | |
| 325,729 |
General Partner Units |
PART II OTHER INFORMATION
Item |
6. Exhibits and Reports on Form 8-K |
(a) Exhibits Included Within:
99.1 Certification |
of Chief Executive Officer |
99.2 Certification |
of Chief Financial Officer |
(b) Reports on Form 8-K:
6/5/02— |
This Form 8-K consists of a copy of the underwriting agreement for a firm commitment public offering of up to 1,800,000 common units (plus a 15% over-allotment
option) of the registrant that were previously registered pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-57994) |
6/6/02— |
This Form 8-K consists of the following historical press release: Star Gas Partners, L.P. (the “Partnership”) (NYSE: SGU, SGH), a diversified energy
distributor and services provider—specializing in heating oil, propane, natural gas and electricity, announced today that Fitch Rating Service has reaffirmed its (BBB) rating on the First Mortgage Notes issued by Star’s subsidiary Star Gas
Propane. At the same time, Fitch has placed on rating watch negative its (BBB) rating of the Senior Secured Notes of Star’s subsidiary, Petro. |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized:
| STAR GAS PARTNERS, L.P. | ||
| By: |
/s/ STAR GAS LLC (GENERAL PARTNER) |
|
| Signature |
Title |
Date | ||
| /s/ AMI TRAUBER
Ami Trauber |
Chief Financial Officer Star Gas LLC (Principal Financial Officer) |
August 1, 2002 | ||
| /s/ JAMES J.
BOTTIGLIERI James J.
Bottiglieri |
Vice President Star Gas LLC |
August 1, 2002 |
Exhibit List
| 99.1 |
Certification of Chief Executive Officer | |
| 99.2 |
Certification of Chief Financial Officer |
3
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Gas Partners, L.P. (the “Partnership”) on Form 10-Q for the period ending
June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Irik P. Sevin, Chief Executive Officer of the Partnership, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, following due inquiry, I believe that:
(1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
| STAR GAS PARTNERS, L.P. | ||
| By: Star Gas LLC (General Partner) | ||
| By: |
/s/ Irik P. Sevin | |
| Irik P. Sevin | ||
| Chief Executive Officer | ||
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Gas Partners, L.P. (the “Partnership”) on Form 10-Q
for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ami Trauber, Chief Financial Officer of the Partnership, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, following due inquiry, I believe that:
(1) The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
| STAR GAS PARTNERS, L.P. By: Star Gas LLC (General Partner)
| ||
| By: |
/s/ Ami Trauber | |
| Ami Trauber | ||
| Chief Financial Officer | ||