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) August 4, 2005 Commission File Number: 1-14222 SUBURBAN PROPANE PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 22-3410353 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 4, 2005, Suburban Propane Partners, L.P. issued a press release (the "Press Release") describing its Fiscal 2005 Third Quarter Financial Results. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report. Within the Press Release, we reference earnings before interest, loss on debt extinguishment, taxes, depreciation and amortization ("EBITDA") which is considered a non-GAAP financial measure. We provide this non-GAAP financial measure because we believe that it assists the investment community in properly assessing our liquidity on a year-over-year basis. In addition, we believe that this non-GAAP financial measure provides useful information to investors and industry analysts that facilitate the comparison of cash flows between periods for purposes of evaluating our ability to meet our debt service obligations and to pay quarterly distributions. Moreover, our revolving credit agreement requires us to use EBITDA as a component in calculating our leverage and interest coverage ratios. A reconciliation of EBITDA to cash flow provided by operating activities (the most comparable GAAP measure) is presented in the Press Release furnished as Exhibit 99.1 to this Current Report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of Suburban Propane Partners, L.P. dated August 4, 2005 describing the Fiscal 2005 Third Quarter Financial Results. 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. -------------- ------------------------------- August 4, 2005 SUBURBAN PROPANE PARTNERS, L.P. By: /s/ Michael A. Stivala -------------------------- Name: Michael A. Stivala Title: Controller and Chief Accounting Officer -------------------------------------------------------------------------------- EXHIBITS Exhibit No. Exhibit 99.1 Press Release of Suburban Propane Partners, L.P. dated August 4, 2005 describing the Fiscal 2005 Third Quarter Financial Results.