SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Star Gas Partners, L.P.
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(Name of Issuer)
Common Units
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(Title of Class of Securities)
85512C105
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point LLC
360 Madison Avenue, 24th Floor
New York, NY 10017
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jack H. Nusbaum, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
February 14, 2005
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No.85512C105 Page 1 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,945,500
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,945,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,945,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No.85512C105 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point LLC (f/k/a Third Point Management Company L.L.C.)
I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,945,500
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,945,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,945,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
OO
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This Schedule 13D is being filed on behalf of Third Point LLC, a Delaware
limited liability company formerly known as Third Point Management Company
L.L.C. (the "Management Company"), and Daniel S. Loeb, an individual ("Mr. Loeb"
and, together with the Management Company, the "Reporting Persons"). This
Schedule 13D relates to the common units of Star Gas Partners, L.P., a Delaware
limited partnership (the "Partnership"). Unless the context otherwise requires,
references herein to the "Common Units" are to such common units of the
Partnership. The Management Company is the investment manager or adviser to a
variety of hedge funds and managed accounts (such funds and accounts,
collectively, the "Funds"). The Funds directly own the Common Units to which
this Schedule 13D relates, and the Reporting Persons may be deemed to have
beneficial ownership over such Common Units by virtue of the authority granted
to them by the Funds to vote and to dispose of the securities held by the Funds,
including the Common Units.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Units of the
Partnership, and is being filed pursuant to Rules 13d-1 and 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of
the principal executive offices of the Partnership is 2187 Atlantic Street,
Stamford, CT 06902.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the
managing member of the Management Company and controls the Management Company's
business activities. The Management Company is organized as a limited liability
company under the laws of the State of Delaware.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 360 Madison Avenue, 24th Floor, New York, NY
10017.
3
(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds, and to control the investing and
trading in securities of the Funds. The principal business of Mr. Loeb is to act
as the managing member of the Management Company.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds expended an aggregate of $11,450,037.82 of their own investment
capital to acquire the 1,945,500 Common Units held by them. The Common Units
were acquired in open market purchases.
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co.
(the "Primary Brokers") which may extend margin credit to the Funds as and when
required to open or carry positions in the margin accounts, subject to
applicable Federal margin regulations, stock exchange rules and the firm's
credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the
accounts.
4
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Common Units by the Funds is for
investment. The Reporting Persons may cause the Funds to make further
acquisitions of Common Units from time to time or to dispose of any or all of
the Common Units held by the Funds at any time.
The Reporting Persons previously filed a Schedule 13G on November 3, 2004
with respect to the Common Units. The Reporting Persons have changed their
intentions as to the Partnership and have sent to the Partnership a letter
(filed as Exhibit 2 hereto), which suggests, among other things, that the
Chairman, CEO and President of the Partnership should resign. This Schedule 13D
is being filed as a result of this change of intention.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies, including the Partnership, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). From time to time, one or more of the Reporting
Persons may hold discussions with third parties or with management of such
companies in which the Reporting Persons may suggest or take a position with
respect to potential changes in the operations, management or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without
limitation, such matters as disposing of or selling all or a portion of the
company or acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting certain types of anti-takeover
measures and restructuring the company's capitalization or dividend policy.
Except as set forth above, and in the letter attached hereto as Exhibit 2,
the Reporting Persons do not have any present plans or proposals that relate to
or would result in any of the actions required to be described in Item 4 of
Schedule 13D. Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Partnership and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 1,945,500 Common Units. The Management Company shares voting
and dispositive power over such holdings with Mr. Loeb and with the Funds. As of
February 14, 2005, the Shares represented 6.0% of the total 32,165,528 Common
Units outstanding at February 2, 2005 as reported in the Partnership's quarterly
report on Form 10-Q for the period ended December 31, 2004. None of the
individual Funds owns a number of shares of Common Units equal to or greater
than 5% of such total Common Units outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 1,945,500 Common Units held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Units during the past sixty days.
All of the transactions set forth on Schedule A, except as may be otherwise
noted therein, were effected in open market purchases on the New York Stock
Exchange through the Primary Brokers.
Except as set forth above and on Schedule A, during the last sixty days
there were no transactions in the Common Units effected by the Reporting
Persons, nor, to the best of their knowledge, any of their directors, executive
officers, general partners or members.
(d) Other than the Funds that directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect
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to the joint filing of this statement, and any amendment or amendments hereto.
By virtue of the relationships among the Reporting Persons and the Funds,
as described in Item 2, the Reporting Persons and the Funds may be deemed to be
a "group" under the Federal securities laws. Except as otherwise set forth in
this Schedule 13D, each Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Units beneficially owned by any other
Reporting Person or the Funds and the filing of this Statement shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or under
any provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose, that any Reporting Person is a beneficial owner of any such
shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the
Partnership.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of February 14, 2005, by and between
the Reporting Persons.
2. Letter from the Management Company to the Chairman, President and Chief
Executive Officer of the Partnership, dated February 14, 2005.
7
Schedule A
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(Transactions by the Funds in Common Units
during the past sixty days)
Date Transaction Shares Price Per Share
---- ----------- ------ ---------------
---------------- ------------------- ----------------- -----------------------
12/16/2004 Sell (200,000) $6.9035
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12/16/2004 Sell (100,000) $6.9144
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12/17/2004 Sell (100,000) $7.0129
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1/24/2005 Sell (40,000) $6.9003
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1/3/2005 Buy 78,300 $7.4500
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1/3/2005 Sell (78,300) $7.4500
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1/31/2005 Sell (14,500) $6.9000
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2005
THIRD POINT LLC
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb