UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Star Gas Partners, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
| 85512C105 (CUSIP Number) |
April 21, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lime Capital Management LLC |
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| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
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| 3) | SEC USE ONLY
|
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| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
0 6) SHARED VOTING POWER
1,690,100* 7) SOLE DISPOSITIVE POWER
0 8) SHARED DISPOSITIVE POWER
1,690,100* |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,100* |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.3%* |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * | Includes (i) 1,156,050 Common Units beneficially owned by Lime Capital Management LLC and (ii) 534,050 Common Units beneficially owned by Lime Capital Management Administrators LLC, an affiliate of Lime Capital Management LLC, for which Lime Capital Management LLC disclaims beneficial ownership pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. |
Page 2 of 20 Pages
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lime Capital Management Administrators LLC |
|||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
|||
| 3) | SEC USE ONLY
|
|||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
0 6) SHARED VOTING POWER
1,690,100 7) SOLE DISPOSITIVE POWER
0 8) SHARED DISPOSITIVE POWER
1,690,100 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,100 |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.3% |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Page 3 of 20 Pages
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lime Fund LLC |
|||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
|||
| 3) | SEC USE ONLY
|
|||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
1,156,050 6) SHARED VOTING POWER
0 7) SOLE DISPOSITIVE POWER
1,156,050 8) SHARED DISPOSITIVE POWER
0 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,156,050 |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 3.6% |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Page 4 of 20 Pages
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lime Overseas Fund, Ltd. |
|||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
|||
| 3) | SEC USE ONLY
|
|||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
534,050 6) SHARED VOTING POWER
0 7) SOLE DISPOSITIVE POWER
534,050 8) SHARED DISPOSITIVE POWER
0 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,050 |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 1.7% |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Page 5 of 20 Pages
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory E. Bylinsky |
|||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
|||
| 3) | SEC USE ONLY
|
|||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
0 6) SHARED VOTING POWER
1,690,100 7) SOLE DISPOSITIVE POWER
0 8) SHARED DISPOSITIVE POWER
1,690,100 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,100 |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.3% |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 6 of 20 Pages
| CUSIP No. 85512C105 |
13G |
| 1) | NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Gorton |
|||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
|||
| 3) | SEC USE ONLY
|
|||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) SOLE VOTING POWER
0 6) SHARED VOTING POWER
1,690,100 7) SOLE DISPOSITIVE POWER
0 8) SHARED DISPOSITIVE POWER
1,690,100 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,100 |
|||
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.3% |
|||
| 12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 7 of 20 Pages
| Item 1 |
(a). |
Name of Issuer:
Star Gas Partners, L.P. |
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| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices:
2187 Atlantic Street Stamford, Connecticut 06902 |
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| Item 2 |
(a). |
Name of Person Filing:
This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Lime Capital Management LLC, a Delaware limited liability company;
(ii) Lime Capital Management Administrators LLC, a Delaware limited liability company;
(iii) Lime Fund LLC, a Delaware limited liability company;
(iv) Lime Overseas Fund, Ltd., a Bermuda exempted mutual fund company;
(v) Gregory E. Bylinsky; and
(vi) Mark Gorton.
Lime Capital Management LLC is the investment manager and a managing member of Lime Fund LLC.
Lime Capital Management Administrators LLC is the investment manager of Lime Overseas Fund Ltd. and a managing member of Lime Fund LLC.
Gregory E. Bylinsky and Mark Gorton are the managing members of Lime Capital Management LLC and Lime Capital Management Administrators LLC. |
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Page 8 of 20 Pages
| Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence:
The principal business office address of each of Lime Capital Management LLC, Lime Capital Management Administrators LLC, Lime Fund LLC, Gregory E. Bylinsky and Mark Gorton is:
377 Broadway, 11th Floor New York, New York 10013
The principal business office address of Lime Overseas Fund, Ltd. is:
Lime Overseas Fund, Ltd. c/o Meridian Corporate Services Limited P.O. Box HM 528 73 Front Street Hamilton, HM CX, Bermuda |
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| Item 2 |
(c). |
Citizenship:
The place of organization or citizenship of each of the Reporting Persons is as follows: |
||||||||||
| Name of Reporting Person |
Place of Organization/Citizenship | |
| Lime Capital Management LLC |
Delaware | |
| Lime Capital Management Administrators LLC |
Delaware | |
| Lime Fund LLC |
Delaware | |
| Lime Overseas Fund, Ltd. |
Bermuda | |
| Gregory E. Bylinsky |
United States | |
| Mark Gorton |
United States | |
| Item 2 |
(d). |
Title of Class of Securities:
Common Units |
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| Item 2 |
(e). |
CUSIP Number:
85512C105 |
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| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Not Applicable. | ||||||||||||
Page 9 of 20 Pages
| Item 4. |
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||||||||
| (i) | Lime Capital Management LLC | |||||||||
| (a) | Amount beneficially owned: 1,690,100* | |||||||||
| (b) | Percent of class: 5.3%* | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 0 | |||||||||
| (ii) | Shared power to vote or to direct the vote 1,690,100* | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 0 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 1,690,100* | |||||||||
| * | Includes (i) 1,156,050 Common Units beneficially owned by Lime Capital Management LLC and (ii) 534,050 Common Units beneficially owned by Lime Capital Management Administrators LLC, an affiliate of Lime Capital Management LLC, for which Lime Capital Management LLC disclaims beneficial ownership pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. |
| (ii) |
Lime Capital Management Administrators LLC | |||||||||
| (a) | Amount beneficially owned: 1,690,100 | |||||||||
| (b) | Percent of class: 5.3% | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 0 | |||||||||
| (ii) | Shared power to vote or to direct the vote 1,690,100 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 0 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 1,690,100 | |||||||||
Page 10 of 20 Pages
| (iii) | Lime Fund LLC | |||||||||
| (a) | Amount beneficially owned: 1,156,050 | |||||||||
| (b) | Percent of class: 3.6% | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 1,156,050 | |||||||||
| (ii) | Shared power to vote or to direct the vote 0 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 1,156,050 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 0 | |||||||||
| (iv) |
Lime Overseas Fund, Ltd. | |||||||||
| (a) | Amount beneficially owned: 534,050 | |||||||||
| (b) | Percent of class: 1.7% | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 534,050 | |||||||||
| (ii) | Shared power to vote or to direct the vote 0 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 534,050 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 0 | |||||||||
| (v) |
Gregory E. Bylinsky | |||||||||
| (a) | Amount beneficially owned: 1,690,100 | |||||||||
| (b) | Percent of class: 5.3% | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 0 | |||||||||
| (ii) | Shared power to vote or to direct the vote 1,690,100 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 0 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 1,690,100 | |||||||||
Page 11 of 20 Pages
| (ii) | Mark Gorton | |||||||||
| (a) | Amount beneficially owned: 1,690,100 | |||||||||
| (b) | Percent of class: 5.3% | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote 0 | |||||||||
| (ii) | Shared power to vote or to direct the vote 1,690,100 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of 0 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of 1,690,100 | |||||||||
| The number of shares beneficially owned and the percentage of outstanding shares represented thereby, for each of the Reporting Persons, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on 32,165,528 Common Units issued and outstanding as of February 2, 2005, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 9, 2005. | ||||||||||
| Item 5. |
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
Not Applicable. |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
The members of Lime Fund LLC have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Common Units held for the account of Lime Fund LLC in accordance with their ownership interests in Lime Fund LLC, and the shareholders of Lime Overseas Fund Ltd. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Common Units held for the account of Lime Overseas Fund Ltd. in accordance with their ownership interests in Lime Overseas Fund Ltd. |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable. | |||||||||
| Item 8. |
Identification and Classification of Members of the Group.
Not Applicable. |
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| Item 9 |
Notice of Dissolution of Group.
Not Applicable. |
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Page 12 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.
Dated: April 29, 2005
| LIME CAPITAL MANAGEMENT LLC | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
Page 13 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.
Dated: April 29, 2005
| LIME CAPITAL MANAGEMENT ADMINISTRATORS LLC | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
Page 14 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|||||||||
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.
Dated: April 29, 2005
| LIME FUND LLC | ||
| By: | LIME CAPITAL MANAGEMENT LLC | |
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
Page 15 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|||||||||
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.
Dated: April 29, 2005
| LIME OVERSEAS FUND, LTD. | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Director | ||
Page 16 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|||||||||
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.
Dated: April 29, 2005
| /s/ Gregory E. Bylinsky |
| Gregory E. Bylinsky |
Page 17 of 20 Pages
| Item 10. |
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|||||||||
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.
Dated: April 29, 2005
| /s/ Mark Gorton |
| Mark Gorton |
Page 18 of 20 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
STAR GAS PARTNERS, L.P.
COMMON UNITS
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13G and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 29th day of April, 2005.
| LIME CAPITAL MANAGEMENT LLC | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
| LIME CAPITAL MANAGEMENT ADMINISTRATORS LLC | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
Page 19 of 20 Pages
| LIME FUND LLC | ||
| By: | LIME CAPITAL MANAGEMENT LLC | |
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Managing Member | ||
| LIME OVERSEAS FUND, LTD. | ||
| By: | /s/ Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| Director | ||
| /s/ | Gregory E. Bylinsky | |
| Gregory E. Bylinsky | ||
| /s/ | Mark Gorton | |
| Mark Gorton | ||
Page 20 of 20 Pages