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)  January 24, 2008

SUBURBAN PROPANE PARTNERS, L.P.


(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction of incorporation or organization)


  
     
     
     
  
  
    1-14222

      Commission File Number 
     
    22-3410353

      (I.R.S. Employer Identification No.)
  



240 Route 10 West
    

  Whippany, New Jersey 07981
  

  (973) 887-5300


  (Address, including zip code, and telephone number, including
  

  area code, of registrant’s principal executive offices)


 


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:




    o
     
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



     


    o
     
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



     


    o
     
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



     


    o
     
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 
 








ITEM 7.01. REGULATION FD DISCLOSURE
ITEM 8.01. OTHER EVENTS
On January 24, 2008, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release (the “Press Release”) announcing its Fiscal 2008 First Quarter Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.
In accordance with Treasury Regulation 1.1446-4(d), the Partnership hereby notifies all nominees that they are responsible for withholding 35% of the fiscal 2008 first quarter distribution to foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code. 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
 


 
        
      
 
        
      
99.1
 
        
                        
Press Release of Suburban Propane Partners, L.P. dated January 24, 2008, announcing the Fiscal 2008 First Quarter Distribution Declaration.
  

 
 




SIGNATURES
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.
 


 
        
                        
January 24, 2008
 
        
                        
 
 
        
                        
SUBURBAN PROPANE PARTNERS, L.P.
  
 
        
                        
 
 
        
                        
  
 
        
                        
 
 
        
                        
By: 
 
        
                        

 /s/ MICHAEL A. STIVALA
  
 
        
                        
 
 
        
                        
 
 
        
                        
 
 
        
                        
Name: 
 
        
                        
Michael A. Stivala
  
 
        
                        
 
 
        
                        
 
 
        
                        
 
 
        
                        
Title: 
 
        
                        
Chief Financial Officer and Chief Accounting Officer
  

 
 




EXHIBITS
 


 
        
                        
Exhibit No.
 
        
      


      
 
        
                        
Exhibit
  
 
        
      
99.1
 
        
                        

 
 
        
                        
Press Release of Suburban Propane Partners, L.P. dated January 24, 2008, announcing the Fiscal 2008 First Quarter Distribution Declaration.