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
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
April 6, 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 2,100,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,100,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,100,000
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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)
6.53%
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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 2,100,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,100,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,100,000
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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)
6.53%
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14 TYPE OF REPORTING PERSON*
OO
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This Amendment No. 1 to Schedule 13D ("Amendment No. 1") 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") and relates to the common units (the "Common Units") of
Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership").
This Amendment No. 1 amends the Schedule 13D filed with the Securities and
Exchange Commission on February 14, 2005 (the "Original Schedule 13D").
Capitalized terms used in this Amendment No. 1 but not otherwise defined herein
have the meanings ascribed to them in the Original Schedule 13D.
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 Amendment No.1
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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended in its entirety to
read as follows:
The Funds expended an aggregate of $12,012,320.87 of their own investment
capital to acquire the 2,100,000 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.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended in its entirety to
read as follows:
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, through one of the Primary Brokers and Cede & Co.
(as nominee for the Depository Trust Company), have requested lists of limited
partners and unitholders of the Partnership in order to communicate with the
Partnership's limited partners and unitholders in connection with the possible
removal, through a consent solicitation, of Star
3
Gas, LLC as the general partner of the Partnership. The Reporting Persons are
filing this Amendment No. 1 as a result of their decision to explore the removal
of the Partnership's general partner.
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 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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended in its entirety to
read as follows:
(a) As of the date of this Amendment No.1, the Management Company
beneficially owns 2,100,000 Common Units. The Management Company shares voting
and dispositive power over such holdings with Mr. Loeb and with the Funds. As of
April 5, 2005, the Shares represented 6.53% 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 2,100,000 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.
4
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.
5
Schedule A
(Transactions by the Funds in Common Units
during the past sixty days)
Date Transaction Shares Price Per Share
---- ----------- ------ ---------------
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3/3/2005 Buy 54,500 $3.6179
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3/11/2005 Buy 75,000 $3.6410
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3/14/2005 Buy 25,000 $3.6813
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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: April 6, 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