þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
22-3410353
(I.R.S. Employer Identification No.) |
* |
The registrant has not yet been phased into the interactive data requirements.
|
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(do not check if a smaller reporting company) |
Page | ||||||||
PART I. FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
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3 | ||||||||
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36 | ||||||||
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39 | ||||||||
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40 | |||||||
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41 | ||||||||
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Exhibit 3.2 | ||||||||
Exhibit 3.3 | ||||||||
Exhibit 10.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
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The impact of weather conditions on the demand for propane, fuel oil and other refined
fuels, natural gas and electricity;
|
|
Volatility in the unit cost of propane, fuel oil and other refined fuels and natural gas,
the impact of the Partnerships hedging and risk management activities, and the adverse impact
of price increases on volumes as a result of customer conservation;
|
|
The ability of the Partnership to compete with other suppliers of propane, fuel oil and
other energy sources;
|
|
The impact on the price and supply of propane, fuel oil and other refined fuels from the
political, military or economic instability of the oil producing nations, global terrorism and
other general economic conditions;
|
|
The ability of the Partnership to acquire and maintain reliable transportation for its
propane, fuel oil and other refined fuels;
|
|
The ability of the Partnership to retain customers;
|
|
The impact of customer conservation, energy efficiency and technology advances on the
demand for propane and fuel oil;
|
|
The ability of management to continue to control expenses;
|
|
The impact of changes in applicable statutes and government regulations, or their
interpretations, including those relating to the environment and global warming and other
regulatory developments on the Partnerships business;
|
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The impact of legal proceedings on the Partnerships business;
|
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The impact of operating hazards that could adversely affect the Partnerships operating
results to the extent not covered by insurance;
|
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The Partnerships ability to make strategic acquisitions and successfully integrate them;
and
|
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The impact of current conditions in the global capital and credit markets, and general
economic pressures.
|
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Table of Contents
Three Months Ended
June 27,
June 28,
2009
2008
$
139,571
$
216,999
23,091
55,262
12,147
22,507
8,321
9,184
1,242
1,524
184,372
305,476
87,463
212,974
72,295
76,455
13,108
13,268
7,713
7,159
180,579
309,856
3,793
(4,380
)
10,068
9,524
(6,275
)
(13,904
)
1,160
(157
)
$
(7,435
)
$
(13,747
)
$
(0.23
)
$
(0.42
)
32,859
32,725
$
(0.23
)
$
(0.42
)
32,859
32,725
Table of Contents
Nine Months Ended
June 27,
June 28,
2009
2008
$
750,392
$
946,700
142,420
247,609
66,521
84,693
30,574
34,752
3,005
3,928
992,912
1,317,682
469,952
871,446
236,206
235,495
45,671
37,632
21,867
21,325
773,696
1,165,898
219,216
151,784
28,913
27,330
190,303
124,454
2,184
1,956
188,119
122,498
43,707
$
188,119
$
166,205
$
5.73
$
3.74
1.34
$
5.73
$
5.08
32,849
32,719
$
5.70
$
3.72
1.33
$
5.70
$
5.05
33,026
32,941
Table of Contents
Nine Months Ended
June 27,
June 28,
2009
2008
$
188,119
$
166,205
21,867
21,325
1,410
996
1,885
1,503
175
175
(43,707
)
(770
)
(1,821
)
1,380
1,277
33,985
(28,375
)
22,088
2,541
21,393
3,656
(26,532
)
(7,469
)
9,503
(13,921
)
(20,289
)
(7,844
)
(22,847
)
(34,477
)
(8,565
)
(5,124
)
3,942
2,077
(4,092
)
2,048
846
(2,077
)
223,498
56,988
(13,836
)
(17,301
)
3,965
3,489
53,715
(9,871
)
39,903
(110,000
)
100,000
(5,543
)
(79,683
)
(74,854
)
(95,226
)
(74,854
)
118,401
22,037
137,698
96,586
$
256,099
$
118,623
Table of Contents
Accumulated
Other
Total
Number of
Common
Comprehensive
Partners
Comprehensive
Common Units
Unitholders
(Loss)
Capital
Income
32,725
$
264,231
$
(44,155
)
$
220,076
188,119
188,119
$
188,119
231
231
231
2,437
2,437
2,437
$
190,787
(79,683
)
(79,683
)
72
1,885
1,885
32,797
$
374,552
$
(41,487
)
$
333,065
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Transaction Type
(gallons in thousands)
5,056
17,220
Asset Derivatives
Liability Derivatives
Location
Fair Value
Location
Fair Value
Other liabilities
$
2,969
$
2,969
Other current assets
$
6,216
Other current liabilities
$
3,507
Other assets
504
Other liabilities
328
Other current assets
350
Other current liabilities
1,503
$
7,070
$
5,338
Table of Contents
Three months ended June 27, 2009
Three months ended June 28, 2008
Derivatives in
Gains (Losses) Reclassified
Gains (Losses) Reclassified
SFAS 133 Cash
Amount of Gains
from Accumulated OCI into
Amount of Gains
from Accumulated OCI into
Flow Hedging
(Losses) Recognized
Income (Effective Portion)
(Losses) Recognized
Income (Effective Portion)
Relationships
in OCI (Effective Portion)
Location
Amount
in OCI (Effective Portion)
Location
Amount
$
816
Interest expense
$
$
2,650
Interest expense
$
$
816
$
$
2,650
$
Derivatives Not
Amount of
Amount of
Designated as
Unrealized
Unrealized
Hedging
Location of Gains
Gains (Losses)
Location of Gains
Gains (Losses)
Instruments under
(Losses) Recognized
Recognized in
(Losses) Recognized in
Recognized in
SFAS 133
in Income
Income
Income
Income
Cost of goods sold
$
(1,220
)
Cost of goods sold
$
(737
)
Cost of goods sold
(4,928
)
Cost of goods sold
5,432
$
(6,148
)
$
4,695
Nine months ended June 27, 2009
Nine months ended June 28, 2008
Derivatives in
Gains (Losses) Reclassified
Gains (Losses) Reclassified
SFAS 133 Cash
Amount of Gains
from Accumulated OCI into
Amount of Gains
from Accumulated OCI into
Flow Hedging
(Losses) Recognized
Income (Effective Portion)
(Losses) Recognized
Income (Effective Portion)
Relationships
in OCI (Effective Portion)
Location
Amount
in OCI (Effective Portion)
Location
Amount
$
231
Interest expense
$
$
(2,473
)
Interest expense
$
$
231
$
$
(2,473
)
$
Derivatives Not
Amount of
Amount of
Designated as
Unrealized
Unrealized
Hedging
Location of Gains
Gains (Losses)
Location of Gains
Gains (Losses)
Instruments under
(Losses) Recognized
Recognized in
(Losses) Recognized
Recognized in
SFAS 133
in Income
Income
in Income
Income
Cost of goods sold
$
327
Cost of goods sold
$
(69
)
Cost of goods sold
(1,159
)
Cost of goods sold
(254
)
$
(832
)
$
(323
)
Table of Contents
As of
June 27,
September 27,
2009
2008
$
54,552
$
76,036
283
3,182
3,503
$
57,734
$
79,822
As of
June 27,
September 27,
2009
2008
$
22,316
$
22,316
1,499
1,499
2,117
2,117
$
25,932
$
25,932
$
(10,105
)
$
(8,632
)
(825
)
(712
)
(649
)
(570
)
(11,579
)
(9,914
)
$
14,353
$
16,018
Table of Contents
As of
June 27,
September 27,
2009
2008
$
423,947
$
423,772
110,000
100,000
523,947
533,772
2,000
$
523,947
$
531,772
Table of Contents
Table of Contents
Table of Contents
Weighted
Average Grant
Date Fair Value
Units
Per Unit
446,515
$
30.57
68,799
18.09
(16,046
)
35.40
(71,637
)
27.81
427,631
$
28.85
Table of Contents
Pension Benefits
Three Months Ended
Nine Months Ended
June 27,
June 28,
June 27,
June 28,
2009
2008
2009
2008
$
$
$
$
2,372
2,187
7,116
6,562
(2,301
)
(2,270
)
(6,904
)
(6,811
)
1,012
844
3,037
2,531
$
1,083
$
761
$
3,249
$
2,282
Postretirement Benefits
Three Months Ended
Nine Months Ended
June 27,
June 28,
June 27,
June 28,
2009
2008
2009
2008
$
1
$
2
$
3
$
6
345
350
1,036
1,049
(122
)
(122
)
(367
)
(367
)
(78
)
(233
)
$
146
$
230
$
439
$
688
Table of Contents
Table of Contents
Three Months Ended
Nine Months Ended
June 27,
June 28,
June 27,
June 28,
2009
2008
2009
2008
$
139,571
$
216,999
$
750,392
$
946,700
23,091
55,262
142,420
247,609
12,147
22,507
66,521
84,693
8,321
9,184
30,574
34,752
1,242
1,524
3,005
3,928
$
184,372
$
305,476
$
992,912
$
1,317,682
$
28,090
$
26,148
$
255,251
$
198,634
(4,781
)
(9,644
)
19,078
1,161
2,530
1,108
11,552
8,546
(3,636
)
(4,546
)
(9,521
)
(10,901
)
(517
)
20
(1,384
)
(403
)
(17,893
)
(17,466
)
(55,760
)
(45,253
)
3,793
(4,380
)
219,216
151,784
10,068
9,524
28,913
27,330
1,160
(157
)
2,184
1,956
$
(7,435
)
$
(13,747
)
$
188,119
$
122,498
$
4,072
$
3,910
$
11,704
$
11,692
1,485
839
3,125
2,548
252
252
756
756
71
78
223
233
75
16
108
63
1,758
2,064
5,951
6,033
$
7,713
$
7,159
$
21,867
$
21,325
As of
June 27,
September 27,
2009
2008
$
682,337
$
746,281
81,566
70,548
17,766
23,658
2,254
2,841
965
1,234
378,398
279,132
(87,981
)
(87,981
)
$
1,075,305
$
1,035,713
Table of Contents
Table of Contents
ITEM 2.
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Decrease
Decrease
$
139,571
$
216,999
$
(77,428
)
(35.7
%)
23,091
55,262
(32,171
)
(58.2
%)
12,147
22,507
(10,360
)
(46.0
%)
8,321
9,184
(863
)
(9.4
%)
1,242
1,524
(282
)
(18.5
%)
$
184,372
$
305,476
$
(121,104
)
(39.6
%)
Table of Contents
Three Months Ended
Percent
June 27,
June 28,
(Decrease)
(Decrease)
(Dollars in thousands)
2009
2008
Increase
Increase
$
57,819
$
135,545
$
(77,726
)
(57.3
%)
19,255
54,518
(35,263
)
(64.7
%)
7,859
19,780
(11,921
)
(60.3
%)
1,696
2,437
(741
)
(30.4
%)
834
694
140
20.2
%
$
87,463
$
212,974
$
(125,511
)
(58.9
%)
47.4
%
69.7
%
Table of Contents
Three Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Decrease
Decrease
$
72,295
$
76,455
$
(4,160
)
(5.4
%)
39.2
%
25.0
%
Table of Contents
Three Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Decrease
Decrease
$
13,108
$
13,268
$
(160
)
(1.2
%)
7.1
%
4.3
%
Three Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
7,713
$
7,159
$
554
7.7
%
4.2
%
2.3
%
Three Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
10,068
$
9,524
$
544
5.7
%
5.5
%
3.1
%
Table of Contents
Three Months Ended
June 27,
June 28,
(Dollars in thousands)
2009
2008
$
(7,435
)
$
(13,747
)
1,160
(157
)
10,068
9,524
7,713
7,159
11,506
2,779
6,148
(4,695
)
17,654
(1,916
)
(240
)
(87
)
(10,068
)
(9,524
)
(6,148
)
4,695
644
817
(147
)
(109
)
62,851
54,725
$
64,546
$
48,601
Table of Contents
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Decrease
Decrease
$
750,392
$
946,700
$
(196,308
)
(20.7
%)
142,420
247,609
(105,189
)
(42.5
%)
66,521
84,693
(18,172
)
(21.5
%)
30,574
34,752
(4,178
)
(12.0
%)
3,005
3,928
(923
)
(23.5
%)
$
992,912
$
1,317,682
$
(324,770
)
(24.6
%)
Table of Contents
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Decrease
Decrease
$
316,905
$
575,678
$
(258,773
)
(45.0
%)
94,772
213,194
(118,422
)
(55.5
%)
49,707
71,271
(21,564
)
(30.3
%)
7,070
9,614
(2,544
)
(26.5
%)
1,498
1,689
(191
)
(11.3
%)
$
469,952
$
871,446
$
(401,494
)
(46.1
%)
47.3
%
66.1
%
Table of Contents
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
236,206
$
235,495
$
711
0.3
%
23.8
%
17.9
%
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
45,671
$
37,632
$
8,039
21.4
%
4.6
%
2.9
%
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
21,867
$
21,325
$
542
2.5
%
2.2
%
1.6
%
Table of Contents
Nine Months Ended
June 27,
June 28,
Percent
(Dollars in thousands)
2009
2008
Increase
Increase
$
28,913
$
27,330
$
1,583
5.8
%
2.9
%
2.1
%
Table of Contents
Nine Months Ended
June 27,
June 28,
(Dollars in thousands)
2009
2008
$
188,119
$
166,205
2,184
1,956
28,913
27,330
21,867
21,325
241,083
216,816
832
323
241,915
217,139
(804
)
(679
)
(28,913
)
(27,330
)
(832
)
(323
)
1,885
1,503
(770
)
(1,821
)
(43,707
)
11,017
(87,794
)
$
223,498
$
56,988
Table of Contents
Table of Contents
Table of Contents
Table of Contents
ITEM 3.
Table of Contents
Table of Contents
A.
B.
C.
Table of Contents
Table of Contents
ITEM 1A. RISK FACTORS
The following are additional risk factors to those previously disclosed in the Partnerships Form 10-K for the fiscal
year ended September 27, 2008.
The adoption of Climate Change legislation by Congress could result in increased operating costs and reduced demand for
the products and services we provide.
On June 26, 2009, the U.S. House of Representatives approved adoption of the American Clean Energy and Security
Act of 2009, also known as the Waxman-Markey cap-and-trade legislation or ACESA. The purpose of ACESA is to
control and reduce emissions of greenhouse gases (GHGs) in the United States. GHGs are certain gases, including
carbon dioxide and methane, that may contribute to the warming of the Earths atmosphere and other climatic changes.
ACESA would establish an economy-wide cap on emissions of GHGs in the United States and would require certain regulated
entities to obtain GHG emission allowances corresponding to the annual emission of GHGs attributable to their
products or operations. Regulated entities under ACESA include producers of natural gas liquids (NGLs), local
natural gas distribution companies, and certain industrial facilities. Under ACESA, the number of authorized emission
allowances would decline each year, resulting in an expected and progressive increase in the cost or value of the
allowances. The net effect of maintaining emission allowances under ACESA would be to increase the costs associated
with the combusting of carbon-based fuels such as natural gas, NGLs (including propane), and refined petroleum
products.
The U.S. Senate has begun work on its own legislation for controlling and reducing domestic GHG emissions, and
President Obama has indicated his support of legislation to reduce GHG emissions through an emission allowance system.
Although it is not possible at this time to predict if or when the Senate may act on climate change legislation or how
any Senate bill would be reconciled with ACESA, any adopted laws or regulations that restrict or reduce GHG emissions
could require us to incur increased operating costs and could adversely affect demand for the products and services we
provide.
The adoption of derivatives legislation by Congress could have an adverse impact on our ability to hedge risks
associated with our business.
Congress is currently considering legislation to impose restrictions on certain transactions involving
derivatives, which could affect the use of derivatives in hedging transactions. ACESA contains provisions that would
prohibit private energy commodity derivative and hedging transactions. ACESA would expand the power of the Commodity
Futures Trading Commission (CFTC), to regulate derivative transactions related to energy commodities, including oil
and natural gas, and to mandate clearance of such derivative contracts through registered derivative clearing
organizations. Under ACESA, the CFTCs expanded authority over energy derivatives would terminate upon the adoption of
general legislation covering derivative regulatory reform. The Chairman of the CFTC has announced that the CFTC intends
to conduct hearings to determine whether to set limits on trading and positions in commodities with finite supply,
particularly energy commodities, such as crude oil, natural gas and other energy products. The CFTC also is evaluating
whether position limits should be applied consistently across all markets and participants. In addition, the Treasury
Department recently has indicated that it intends to propose legislation to subject all OTC derivative dealers and all
other major OTC derivative market participants to substantial supervision and regulation, including by imposing
conservative capital and margin requirements and strong business conduct standards. Derivative contracts that are not
cleared through central clearinghouses and exchanges may be subject to substantially higher capital and margin
requirements. Although it is not possible at this time to predict whether or when Congress may act on derivatives
legislation or how any climate change bill approved by the Senate would be reconciled with ACESA, any laws or
regulations that may be adopted that subject us to additional capital or margin requirements relating to, or to
additional restrictions on, our trading and commodity positions could have an adverse effect on our ability to hedge
risks associated with our business or on the cost of our hedging activity.
40
Table of Contents
41
3.1
3.2
3.3
10.1
10.2
10.4
31.1
31.2
32.1
32.2
Table of Contents
42
SUBURBAN PROPANE PARTNERS, L.P.
August 6, 2009
By:
/s/ MICHAEL A. STIVALA
Date
Michael A. Stivala
Chief Financial Officer and Chief Accounting Officer
August 6, 2009
By:
/s/ MICHAEL A. KUGLIN
Date
Michael A. Kuglin
Controller
Table of Contents
43
Exhibit
Number
Description
3.2
3.3
10.1
31.1
31.2
32.1
32.2
1. |
The name of the limited partnership is Suburban Propane Partners, L.P.
(the Partnership).
|
2. |
The address of the registered office of the Partnership in the State of
Delaware and the name and address of the registered agent of the Partnership
required to be maintained by Section 17-104 of the Act at such address are as
follows:
|
Name and Address of Registered Agent
|
Address of Registered Office | |
|
||
The Corporation Trust Company
|
Corporation Trust Center | |
Corporation Trust Center
|
1209 Orange Street | |
1209 Orange Street
|
Wilmington, Delaware 19801 | |
Wilmington, Delaware 19801
|
3. |
The name and business address of the General Partner is as follows:
|
General Partner
|
Address | |
|
||
Suburban Energy Services
|
One Suburban Plaza | |
Group LLC
|
240 Route 10 West | |
|
Whippany, New Jersey 07981 |
SUBURBAN ENERGY SERVICES GROUP LLC,
General Partner |
||||
By: | /s/ MARK A. ALEXANDER | |||
Mark A. Alexander | ||||
President | ||||
1. |
The name of the limited partnership is Suburban Propane, L.P. (the
Partnership).
|
2. |
The address of the registered office of the Partnership in the State of
Delaware and the name and address of the registered agent of the Partnership
required to be maintained by Section 17-104 of the Act at such address are as
follows:
|
Name and Address of Registered Agent
|
Address of Registered Office | |
|
||
The Corporation Trust Company
|
Corporation Trust Center | |
Corporation Trust Center
|
1209 Orange Street | |
1209 Orange Street
|
Wilmington, Delaware 19801 | |
Wilmington, Delaware 19801
|
3. |
The name and business address of the General Partner is as follows:
|
General Partner
|
Address | |
|
||
Suburban Energy Services
|
One Suburban Plaza | |
Group LLC
|
240 Route 10 West | |
|
Whippany, New Jersey 07981 |
SUBURBAN ENERGY SERVICES GROUP LLC,
General Partner |
||||
By: | /s/ MARK A. ALEXANDER | |||
Mark A. Alexander | ||||
President | ||||
1. | You shall receive the aggregate amount of $1,000,000 during the Consultancy/Non-Competition Period. A portion of this amount shall be paid to you in bi-weekly installments, in accordance with Suburbans general payroll practices beginning with the first regular payroll date following the Separation Time, but which in no event shall be later than March 15, 2010. The remainder portion of this amount shall be paid to you in bi-weekly equal installments beginning with the first regular payroll date following March 15, 2010 and ending on the last day of the Consultancy/Non-Competition Period. |
2. | You will receive full cash payments, if and to the extent earned, without pro-ration, (A) of the bonus target earned under Suburbans Fiscal 2009 Incentive Plan at the same percentage as that earned under said plan by other senior management of Suburban (which earned bonus target would, for example, be $495,000 if 110% of bonus target is earned), and (B) for the 2007, 2008 and 2009 Measurement Periods under the Long Term Incentive Program II (as adopted effective October 1, 2002) (the LTIP) based on your previously established Target Grants of 4,007 Phantom Units for 2007, 2,989 Phantom Units for 2008 and 3,752 Phantom Units for 2009, such payments to be made (if and to the extent earned) in accordance with the terms and conditions of the LTIP. Terms used but not defined in this clause (ii) shall have the meanings ascribed to them in the LTIP. |
2
3. | In accordance with Section 5.5 of the Suburban Propane Company Supplemental Executive Retirement Plan, your benefit age will be adjusted to age 55 effective as of the Separation Time allowing your benefits under such plan to vest. Said vested benefits, which are valued at approximately $450,000, will be payable to you, in one lump-sum, within thirty (30) days following the Separation Time. |
4. | You shall be entitled to receive income tax preparation services provided and paid for by Suburban for the tax years ending December 31, 2009, 2010 and 2011. |
5. | During the Consultancy/Non-Competition Period, Suburban will continue to make payments on and insure the vehicle currently leased by Suburban on your behalf. |
6. | During the Consultancy/Non-Competition Period, Suburban will continue to purchase, on your behalf supplemental life insurance coverage, payable to your designated beneficiary at your level of participation at the Separation Time. |
7. | During the Consultancy/Non-Competition Period, Suburban will continue to pay for your annual physical examinations. |
8. | Your participation in the Suburban Propane Retirement Savings and Investment Plan shall cease at the Separation Time and neither you nor Suburban shall be entitled to make any further contributions; provided, however, that Suburban shall make a matching payment of $14,700 in respect of the fiscal year ending on September 26, 2009 at such time as all other matching payments are made for such year in accordance with the terms of the Suburban Propane Retirement Savings and Investment Plan. |
9. | During the Consultancy/Non-Competition Period, you shall be eligible to continue medical and dental benefits coverage for you and your eligible dependents at a level comparable to the level of coverage that was provided to you and your eligible dependents under the Suburban group medical and dental benefit plans as of the Separation Time. You shall be required to pay the full cost of such coverage during the period you elect to be covered. Notwithstanding the foregoing, Suburban shall pay you an amount in cash on a monthly basis equal to the full premium cost of the elected coverage including an additional amount such that after the payment of all applicable federal, state and local taxes, you shall retain an amount equal to the actual cost of the elected medical and dental coverage. Should you become covered under another employers medical/dental plan during the Consultancy/Non-Competition Period, you must immediately so notify Suburban, at which time, after a 31-day grace period, Suburbans obligations under this paragraph shall cease and be of no further force or effect. |
10. | In the event of a change of control (within the meaning of Treasury Regulations Section 1.409A-3(i)(5)) during the Consultancy/Non-Competition Period, your obligation to provide consulting services pursuant to Section 4 will end (with immediate effect and without any further action of the parties) and you will be entitled to (A) the immediate payment of any remaining monies due to you pursuant to clause (i) of this Section 3 and (B) any payments that are due under Section 6.2 of the LTIP. |
3
4
5
6
7
8
9
SUBURBAN PROPANE PARTNERS, L.P.
|
||||
By: | /s/ HAROLD R. LOGAN, JR. | |||
Harold R. Logan, Jr. | ||||
Title: | Chairman of the Board of Supervisors |
/s/ MARK A. ALEXANDER
|
||
|
10
11
SUBURBAN PROPANE PARTNERS, L.P.
|
||||
By: | ||||
Harold R. Logan, Jr.
Title: Chairman of the Board of Supervisors |
||||
|
12
1. |
I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
(d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants Board of Supervisors:
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
August 6, 2009 | By: | /s/ MARK A. ALEXANDER | ||
Mark A. Alexander | ||||
Chief Executive Officer |
1. |
I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
(d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants Board of Supervisors:
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
August 6, 2009 | By: | /s/ MICHAEL A. STIVALA | ||
Michael A. Stivala | ||||
Chief Financial Officer and Chief Accounting Officer |
(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 results of operations of the Partnership.
|
By: | /s/ MARK A. ALEXANDER | |||
Mark A. Alexander | ||||
Chief Executive Officer
August 6, 2009 |
(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 results of operations of the Partnership.
|
By: | /s/ MICHAEL A. STIVALA | |||
Michael A. Stivala | ||||
Chief Financial Officer and Chief Accounting Officer | ||||
August 6, 2009 |