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) June 5, 2002
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STAR GAS PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 33-98490 06-1437793
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2187 Atlantic Street, Stamford, CT 06902
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (203) 328-7300
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Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. Other Events
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),
together with an opinion of counsel relating thereto. This Form 8-K also
includes as an Exhibit hereto the Consent of KPMG LLP.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1. Underwriting Agreement, dated as of June 4, 2002, by
and among Star Gas Partners, L.P., UBS Warburg LLC and
A.G. Edwards & Sons, Inc.
5.1 Opinion of Phillips Nizer LLP (including consent).
23.1 Consent of KPMG LLP.
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 Gas Partners, L.P.
By: Star Gas LLC (General Partner)
Signature Title Date
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Chairman of the Board and Chief June 5, 2002
Executive Officer
/s/ Irik P. Sevin Star Gas LLC
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By: Irik P. Sevin (Principal Executive Officer)
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