SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 1)

 

Sunoco Logistics Partners L.P.

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(Name of Issuer)

 

Common Units representing limited partner interests

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(Title of Class of Securities)

 

86764L 10 8

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(CUSIP Number)

 

Bruce D. Davis, Jr.

Sunoco Logistics Partners L.P.

1801 Market Street

Philadelphia, Pennsylvania 19103

(215) 977 6000

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 7, 2004

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(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨

 

(Continued on following pages)

 

(Page 1 of 24 Pages)

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CUSIP No. 86764L 10 8		13D		Page 2 of 24 Pages

1		NAME OF REPORTING PERSON   Sunoco Partners LLC   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-3096838
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   3,455,095
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   3,455,095

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,455,095
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.41%
14		TYPE OF REPORTING PERSON   HC; Limited Liability Company

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*

Sunoco Partners LLC also holds 11,383,639 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 3 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sun Pipe Line Company of Delaware   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-3102653
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   2,314,914
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   2,314,914

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,914
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.36%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sun Pipe Line Company of Delaware also may be deemed to be the beneficial owner of 7,627,038 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

 

3

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CUSIP No. 86764L 10 8		Page 4 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sun Pipe Line Company   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-3102653
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   2,314,914
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   2,314,914

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,914
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.36%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sun Pipe Line Company also may be deemed to be the beneficial owner of 7,627,038 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 5 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sunoco, Inc. (R&M)   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-1743283
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   449,162
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   449,162

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   449,162
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.56%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sunoco, Inc. (R&M) also may be deemed to be the beneficial owner of 1,479,873 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 6 of 24 Pages

 

1		NAME OF REPORTING PERSON   Atlantic Refining & Marketing Corp.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-2360183
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   691,019
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   691,019

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   691,019
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.48%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Atlantic Refining & Marketing Corp. also may be deemed to be the beneficial owner of 2,276,728 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 7 of 24 Pages

 

1		NAME OF REPORTING PERSON   Atlantic Petroleum Corporation   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-2360187
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   691,019
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   691,019

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   691,019
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.48%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Atlantic Petroleum Corporation also may be deemed to be the beneficial owner of 2,276,728 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 8 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sun Atlantic Refining and Marketing B.V.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   691,019
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   691,019

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   691,019
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.48%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sun Atlantic Refining and Marketing B.V. also may be deemed to be the beneficial owner of 2,276,728 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 9 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sun Atlantic Refining and Marketing Company   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-2523828
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   691,019
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   691,019

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   691,019
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.48%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sun Atlantic Refining and Marketing B.V. also may be deemed to be the beneficial owner of 2,276,728 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 10 of 24 Pages

 

1		NAME OF REPORTING PERSON   Sunoco, Inc.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   23-1743282
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER*   3,455,095
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER*   3,455,095

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,455,095
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.41%
14		TYPE OF REPORTING PERSON   HC; CO

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*

Sunoco, Inc. also may be deemed to be the beneficial owner of 1,383,369 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-71968), incorporated herein by reference.

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CUSIP No. 86764L 10 8		Page 11 of 24 Pages

 

THIS AMENDMENT NO.1 (THE “AMENDMENT”) TO SCHEDULE 13D IS BEING FILED TO AMEND ITEMS 2, 3, 4, 5, 6 AND 7 OF THE SCHEDULE 13D THAT WAS PREVIOUSLY FILED ON FEBRUARY 20, 2002, BY SUNOCO PARTNERS LLC, SUN PIPE LINE COMPANY OF DELAWARE, SUN PIPE LINE COMPANY (F/K/A SUNOCO TEXAS PIPE LINE COMPANY), SUNOCO, INC. (R&M), ATLANTIC REFINING & MARKETING CORP., ATLANTIC PETROLEUM CORPORATION, SUN ATLANTIC REFINING AND MARKETING, B.V., SUN ATLANTIC REFINING & MARKETING COMPANY, AND SUNOCO, INC. (COLLECTIVELY, THE “REPORTING PERSONS”), WHO COMPRISE A GROUP UNDER RULE 13D-5(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”). THIS STATEMENT RELATES TO THE COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS (THE “COMMON UNITS”) OF SUNOCO LOGISTICS PARTNERS L.P., A DELAWARE LIMITED PARTNERSHIP (THE “ISSUER”), WHICH HAS ITS PRINCIPAL EXECUTIVE OFFICES AT 1801 MARKET STREET, PHILADELPHIA, PENNSYLVANIA 19103.

 

Item 2. Identity and Background

 

The information previously provided in Schedule I is amended and restated as attached hereto.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The information previously provided in response to this Item 3 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

 

“Sunoco Partners LLC acquired beneficial ownership of the Common Units on February 8, 2002 in exchange for the contribution of equity interests in affiliated entities of the Issuer in connection with the Issuer’s initial public offering. Sunoco, Inc. indirectly owns 100% of the membership interests of Sunoco Partners LLC through:

 

(1) Sun Pipeline Company of Delaware which owns 100% of Sun Pipeline Company which, in turn, owns a 67% interest in Sunoco Partners LLC;

 

(2) Sunoco, Inc. (R&M), which owns a 13% interest in Sunoco Partners LLC; and

 

(3) Sun Atlantic Refining & Marketing Company, which owns 100% of Sun Atlantic Refining and Marketing B.V. which, in turn, owns 100% of Atlantic Petroleum Corporation which owns a 100% interest in Atlantic Refining & Marketing Corp. which, in turn, owns a 20% interest in Sunoco Partners LLC.

 

Sunoco, Inc., therefore, may be deemed to beneficially own the Common Units held by Sunoco Partners LLC.”

 

Item 4. Purpose of Transaction

 

The information previously furnished in response to Item 4 is amended to add the following:

 

“On April 7, 2004, the Issuer redeemed 2,183,059 Common Units pursuant to the Common Unit Redemption Agreement (the “Redemption Agreement”) dated as of April 1, 2004, between the Issuer and Sunoco Partners LLC, a Pennsylvania limited liability company. For approximately $83.1 million, the Issuer redeemed from Sunoco Partners LLC 2,183,059 Common Units at a price of $38.06 per unit, which is equal to the net proceeds per unit, after deducting the underwriting discount, but before expenses, received by the Issuer in a public offering of 3,400,000 of the Issuer’s Common Units. An Underwriting Agreement (see below) with respect to the Common Unit offering was entered into immediately prior to the execution of the Redemption Agreement. The closing of the redemption took place immediately after the closing of the Common Unit offering on April 7, 2004. The redemption reduced the amount of Common Units that Sunoco, Inc. beneficially owns through Sunoco Partners LLC from 5,638,154 to 3,455,095 Common Units, reducing Sunoco, Inc.’s ownership of the Issuer’s

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CUSIP No. 86764L 10 8		Page 12 of 24 Pages

 

Common Units from 49.5% to 27.4%, assuming the overallotment option granted to the underwriters in the public offering of Common Units is not exercised. The purpose of the Common Unit redemption was to decrease Sunoco, Inc.’s aggregate ownership of limited partnership interests of the Issuer. Sunoco, Inc. continues to own and control the general partner of the Issuer and thus continues to control and manage the Issuer. The Redemption Agreement is being filed herewith as Exhibit No. 10.1.”

 

Item 5. Interest in Securities of the Issuer

 

The information previously provided in response to this Item 5 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

 

“(a) (1) Sunoco Partners LLC is the record and beneficial owner of 3,455,095 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act, and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 27.41% of the outstanding Common Units. Sunoco Partners LLC also holds 11,383,639 subordinated units representing limited partner interests in the Issuer (the “Subordinated Units”), which may be converted into an equal number of the Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1, as amended (File No. 333-71968), incorporated herein by reference (the “Registration Statement”);

 

(2) Atlantic Refining & Marketing Corp., as the owner of 20% of the membership interests in Sunoco Partners LLC, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 691,019 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 5.48% of the outstanding Common Units. Atlantic Refining & Marketing Corp. also may be deemed to be the beneficial owner of 2,276,728 Subordinated Units described in (1) above;

 

(3) Atlantic Petroleum Corporation, as the sole shareholder of Atlantic Refining & Marketing Corp., may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 691,019 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 5.48% of the outstanding Common Units. Atlantic Petroleum Corporation also may be deemed to be the beneficial owner of 2,276,728 Subordinated Units described in (1) above;

 

(4) Sun Atlantic Refining and Marketing B.V., as the sole shareholder of Atlantic Petroleum Corporation, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 691,019 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act, and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 5.48% of the outstanding Common Units. Sun Atlantic Refining and Marketing B.V. also may be deemed to be the beneficial owner of 2,276,728 Subordinated Units described in (1) above;

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CUSIP No. 86764L 10 8		Page 13 of 24 Pages

 

(5) Sun Atlantic Refining & Marketing Company, as the sole shareholder of Sun Atlantic Refining and Marketing B.V., may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 691,019 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 5.48% of the outstanding Common Units. Sun Atlantic Refining & Marketing Company also may be deemed to be the beneficial owner of 2,276,728 Subordinated Units described in (1) above;

 

(6) Sunoco, Inc. (R&M), as the owner of 13% of the membership interests in Sunoco Partners LLC, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 449,162 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 3.56% of the outstanding Common Units. Sunoco, Inc. (R&M) also may be deemed to be the beneficial owner of 1,479,873 Subordinated Units described in (1) above;

 

(7) Sun Pipe Line Company, as the owner of 67% of the membership interests in Sunoco Partners LLC, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 2,314,914 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 18.36% of the outstanding Common Units. Sun Pipe Line Company also may be deemed to be the beneficial owner of 7,627,038 Subordinated Units described in (1) above;

 

(8) Sun Pipe Line Company of Delaware, as the sole shareholder of Sun Pipe Line Company and the owner of 67% of the membership interests in Sunoco Partners LLC, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 2,314,914 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 18.36% of the outstanding Common Units. Sun Pipe Line Company of Delaware also may be deemed to be the beneficial owner of 7,627,038 Subordinated Units described in (1) above; and

 

(9) Sunoco, Inc., as the sole shareholder of Sun Pipe Line Company of Delaware, Sunoco, Inc. (R&M) and Sun Atlantic Refining & Marketing Company, may, pursuant to Rule 13d-3 of the Exchange Act be deemed to be the record and beneficial owner of 3,455,095 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 12,605,095 Common Units outstanding as at April 7, 2004, represents 27.41% of the outstanding Common Units. Sunoco, Inc. also may be deemed to be the beneficial owner of 11,383,639 Subordinated Units described in (1) above;

 

(b) The information set forth in Items 7 through 11 of the cover pages hereto, and in Schedule I hereto, is incorporated herein by reference.

 

(c) There have been no reportable transactions with respect to the Common Units within the last 60 days by the Reporting Persons except for the acquisition of beneficial ownership of units being reported on this Schedule 13D.

 

(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of this Statement on Schedule 13D.

 

(e) Not applicable.”

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CUSIP No. 86764L 10 8		Page 14 of 24 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information previously furnished in response to Item 6 is amended to add the following:

 

“In addition to the Redemption Agreement, the Partnership has entered into an Underwriting Agreement (the “Underwriting Agreement”) dated April 1, 2004 with Lehman Brothers Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Credit Suisse First Boston LLC, KeyBanc Capital Markets, A Division of McDonald Investments Inc., and RBC Capital Markets (collectively, the “Underwriters”) pursuant to which the Partnership has agreed to grant to the Underwriters an option (the “Option”) to purchase 510,000 Common Units (the “Option Units”) at $38.06 per unit. The Option will expire 30 days after the date of the Underwriting Agreement.

 

The Chairman, President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, two other Senior Vice Presidents and an employee of of Sunoco, Inc. are also directors of the Issuer’s general partner. The Treasurer of Sunoco, Inc. is also an executive officer (i.e., the Treasurer) of the Issuer’s general partner.

 

Except as set forth in the Issuer’s agreement of limited partnership, as amended and restated to the date hereof, or in the exhibits hereto, none of the Reporting Persons, nor to the best knowledge and belief of the Reporting Persons, any of their respective directors or executive officers, is a party to any other contract, arrangement, understanding or relationship with respect to any securities of the Issuer, except for interests in restricted units granted by the Issuer to the executive officers and directors of its general partner.

 

Item 7. Material to be filed as Exhibits

 

The information previously furnished in response to this item is amended by adding reference to the following new exhibit being filed with this Amendment No.1:

 

Exhibit 10.1		Common Unit Redemption Agreement, dated as of April 1, 2004, between the Issuer and Sunoco Partners LLC, a Pennsylvania limited liability company.

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CUSIP No. 86764L 10 8		Page 15 of 24 Pages

 

SIGNATURE

 

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.

 

Date: April 22, 2004

 

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CUSIP No. 86764L 10 8		Page 16 of 24 Pages

 

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CUSIP No. 86764L 10 8		Page 17 of 24 Pages

 

EXHIBIT INDEX

 

Exhibit Number			Exhibit
10.1	*		Common Unit Redemption Agreement, dated as of April 1, 2004, between the Issuer and Sunoco Partners LLC, a Pennsylvania limited liability company.

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*

filed herewith

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CUSIP No. 86764L 10 8		Page 18 of 24 Pages

 

SCHEDULE I

 

Directors and Officers

 

(1)

Sunoco Partners LLC

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name		Position and Present Principal Occupation or Employment		Amounts Beneficially Owned		Percent of Class			Number of Common Units as to which the person has:
									Sole power to vote or to direct vote		Shared power to vote or to direct vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct disposition of
John G. Drosdick		Chairman of the Board of Directors		30,000		0.24	%		30,000				30,000
Cynthia A. Archer		Director		2,000		*			2,000				2,000
L. Wilson Berry, Jr.		Director		0		*			0				0
Stephen L. Cropper		Director		1,000		*			1,000				1,000
Michael H. R. Dingus		Director		2,000		*			2,000				2,000
Gary W. Edwards		Director		0		*			0				0
Bruce G. Fischer		Director		2,000		*			2,000				2,000
Thomas W. Hofmann		Director		2,500		*			2,500				2,500
Deborah M. Fretz		Director, President and Chief Executive Officer		1,600		*			1,600				1,600
Paul S. Broker		Vice President, Western Operations		500		*			500				500
Bruce D. Davis, Jr.		Vice President, General Counsel and Secretary		0		*			0				0
James L. Fidler		Vice President, Business Development		1,600		*			1,600				1,600
David A. Justin		Vice President, Eastern Operations		1,000		*			1,000				1,000
Sean P. McGrath		Comptroller		0		*			0				0
Paul A. Mulholland		Treasurer		2,000		*			2,000				2,000
Colin A. Oerton		Vice President and Chief Financial Officer		5,000		*			5,000				5,000

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

---

CUSIP No. 86764L 10 8		Page 19 of 24 Pages

 

SCHEDULE I (Continued)

 

(2)

Sun Pipe Line Company of Delaware

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Richard S. Conner

Director

1,500

*

1,500

1,500

Deborah M. Fretz

Director

1,600

*

1,600

1,600

Barry H. Rosenberg

Director

0

*

0

0

David A. Justin

President and Treasurer

1,000

*

1,000

1,000

Loretta J. DiLucido

Secretary

0

*

0

0

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

 

(3)

Sun Pipe Line Company

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Paul A. Mulholand

Director and Treasurer

2,000

*

2,000

2,000

Deborah M. Fretz

President

1,600

*

1,600

1,600

Paul S. Broker

Vice President

500

*

500

500

David A. Justin

Vice President

1,000

*

1,000

1,000

Elric C. Gerner

Secretary

0

*

0

0

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

---

CUSIP No. 86764L 10 8		Page 20 of 24 Pages

 

SCHEDULE I (Continued)

 

(4)

Sunoco, Inc. (R&M)

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name		Position and Present Principal Occupation or Employment		Amounts Beneficially Owned		Percent of Class			Number of Common Units as to which the person has:
									Sole power to vote or to direct vote		Shared power to vote or to direct vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct disposition of
John G. Drosdick		Chairman, Chief executive Officer and President		30,000		0.24	%		30,000				30,000
Bruce G. Fischer		Director and Senior Vice President		2,000		*			2,000				2,000
Joel H. Maness		Director and Senior Vice President		13,000		0.10	%		13,000				13,000
Robert W. Owens		Director and Senior Vice President		10,000		*			10,000				10,000
Charles K. Valutas		Director and Senior Vice President		4,700		*			4,700				4,700
Terence P. Delaney		Vice President		1,000		*			1,000				1,000
Elric C. Gerner		Vice President and Assistant Secretary		0		*			0				0
S. Blake Heinemann		Vice President		0		*			0				0
Thomas W. Hofmann		Senior Vice President and Chief Financial Officer		2,500		*			2,500				2,500
Joseph P. Krott		Comptroller		2,000		*			2,000				2,000
Michael S. Kuritzkes		Senior Vice President and General Counsel		10,000		*			10,000				10,000
Ann C. Mulé		Chief Governance Officer, Assistant General Counsel and Secretary		0		*			0				0
Paul A. Mulholland		Treasurer		2,000		*			2,000				2,000
Rolf D. Naku		Senior Vice President		8,500		*			8,500				8,500
Ross S. Tippin, Jr.		General Auditor		0		*			0				0

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

---

CUSIP No. 86764L 10 8		Page 21 of 24 Pages

 

SCHEDULE I (Continued)

 

(5)

Atlantic Refining & Marketing Corp.

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Robert W. Owens

Director and President

10,000

*

10,000

10,000

Deborah M. Fretz

Director and Senior Vice President

1,600

*

1,600

1,600

S. Blake Heinemann

Director and Vice President

0

*

0

0

Elric C. Gerner

Secretary

0

*

0

0

Paul A. Mulholland

Treasurer

2,000

*

2,000

2,000

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

 

(6)

Atlantic Petroleum Corp.

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Barry H. Rosenberg

Director, President and Treasurer

0

*

0

0

Loretta J. DiLucido

Secretary

0

*

0

0

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

---

CUSIP No. 86764L 10 8		Page 22 of 24 Pages

 

SCHEDULE I (Continued)

 

(7)

Sun Atlantic Refining and Marketing B.V.

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Joel H. Maness

Managing Director

13,000

*

13,000

13,000

Paul A. Mulholland

Managing Director

2,000

*

2,000

2,000

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

 

(8)

Sun Atlantic Refining and Marketing Company

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name

Position and Present Principal Occupation or Employment

Amounts Beneficially Owned

Percent of Class

Number of Common Units as to which the person has:

Sole power to vote or to direct vote

Shared power to vote or to direct vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct disposition of

Barry H. Rosenberg

Director, President and Treasurer

0

*

0

0

Loretta J. DiLucido

Secretary

0

*

0

0

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

---

CUSIP No. 86764L 10 8		Page 23 of 24 Pages

 

SCHEDULE I (Continued)

 

(9)

Sunoco, Inc.

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

 

Name		Position and Present Principal Occupation or Employment		Amounts Beneficially Owned		Percent of Class			Number of Common Units as to which the person has:
									Sole power to vote or to direct vote		Shared power to vote or to direct vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct disposition of
Robert J. Darnall		Director		4,000		*			4,000				4,000
John G. Drosdick		Chairman, Chief Executive Officer and President		30,000		0.24	%		30,000				30,000
Ursula F. Fairbairn		Director		2,500		*			2,500				2,500
Thomas P. Gerrity		Director		0		*			0				0
Rosemarie B. Greco		Director		1,500		*			1,500				1,500
James G. Kaiser		Director		2,500		*			2,500				2,500
Robert D. Kennedy		Director		5,000		*			5,000				5,000
Richard H. Lenny		Director		500		*			500				500
Norman S. Matthews		Director		25,000		0.20	%		25,000				25,000
R. Anderson Pew		Director		0		*			0				0
G. Jackson Ratcliffe		Director		15,000		0.12	%		15,000				15,000
John W. Rowe		Director		0		*			0				0
John K. Wulff		Director		0		*			0				0
Terence P. Delaney		Vice President, Investor Relations and Planning		1,000		*			1,000				1,000
Michael H. R. Dingus		Senior Vice President, and President, Sun Coke Company		2,000		*			2,000				2,000
Bruce G. Fischer		Senior Vice President, Sunoco Chemicals		2,000		*			2,000				2,000
Thomas W. Hofmann		Senior Vice President and Chief Financial Officer		2,500		*			2,500				2,500
Joseph P. Krott		Comptroller		2,000		*			2,000				2,000

---

CUSIP No. 86764L 10 8		Page 24 of 24 Pages

 

SCHEDULE I (Continued)

 

(10)

Sunoco, Inc. (Continued)

The business address of the directors and executive officers of this entity is:

1801 Market Street, Philadelphia, PA 19103-1699.

 

Name		Position and Present Principal Occupation or Employment		Amounts Beneficially Owned		Percent of Class			Number of Common Units as to which the person has:
									Sole power to vote or to direct vote		Shared power to vote or to direct vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct disposition of
Michael S. Kuritzkes		Senior Vice President and General Counsel		10,000		*			10,000				10,000
Joel H. Maness		Senior Vice President, Refining and Supply		13,000		0.10	%		13,000				13,000
Ann C. Mulé		Chief Governance Officer, Assistant General Counsel and Corporate Secretary		0		*			0				0
Paul A. Mulholland		Treasurer		2,000		*			2,000				2,000
Rolf D. Naku		Senior Vice President, Human Resources and Public Affairs		8,500		*			8,500				8,500
Robert W. Owens		Senior Vice President, Marketing		10,000		*			10,000				10,000
Ross S. Tippin, Jr.		General Auditor		0		*			0				0
Charles K. Valutas		Senior Vice President and Chief Administrative Officer		4,700		*			4,700				4,700

---

NOTES TO TABLE:

*

In each instance a “*” indicates that the individual beneficially owns less than 0.10% of the Common Units.

 

END