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<SEC-DOCUMENT>0000950130-01-500723.txt : 20010418
<SEC-HEADER>0000950130-01-500723.hdr.sgml : 20010418
ACCESSION NUMBER:		0000950130-01-500723
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010416
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010417

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STAR GAS PARTNERS LP
		CENTRAL INDEX KEY:			0001002590
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-RETAIL STORES, NEC [5990]
		IRS NUMBER:				061437793
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-14129
		FILM NUMBER:		1604148

	BUSINESS ADDRESS:	
		STREET 1:		2187 ATLANTIC ST
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
		BUSINESS PHONE:		2033287300

	MAIL ADDRESS:	
		STREET 1:		2187 ATLANTIC STREET
		STREET 2:		2187 ATLANTIC STREET
		CITY:			STAMFFORD
		STATE:			CT
		ZIP:			06902
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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): APRIL 16, 2001



                             STAR GAS PARTNERS, L.P.
 ----------------------------------------------------- ------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


            DELAWARE                      33-98490               06-1437793
- -------------------------------     -----------------------   -----------------
 (STATE OR OTHER JURISDICTION       (COMMISSION FILE NUMBER)   (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

   2187 ATLANTIC STREET, STAMFORD, CT                            06902
- ----------------------------------------                     ---------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-328-7300
                                                    ------------
<PAGE>

     Item 5. Other Events.

Adoption of Rights Agreement
- ----------------------------

On April 16, 2001, Star Gas Partners, L.P., a Delaware limited partnership
(which we refer to as "we", "us" or the "partnership" in this Report), adopted a
rights agreement between the partnership and American Stock Transfer & Trust
Company as rights agent. Under the rights agreement, we have declared a
distribution of one right to purchase one Class A common unit for each
outstanding common unit, senior subordinated unit, junior subordinated unit and
general partner unit of the partnership. The distribution is payable on April
27, 2001 to unitholders of record as of the close of business on that date. The
rights agreement also provides, subject to specified exceptions and limitations,
that units issued or delivered from after the record date through the
distribution date will be entitled to and accompanied by rights. The rights are
in all respects subject to and governed by the provisions of the rights
agreement. We have summarized selected portions of the rights agreement and the
rights below. For a complete description of the rights, we encourage you to read
the summary below and the rights agreement, a copy of which (including all
exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this
reference.

Detachment of Rights; Exercisability

The rights are attached to all certificates representing our currently
outstanding units and will attach to all unit certificates we issue prior to the
"distribution date." That date will occur, except in some cases, on the earlier
of:

     -    ten (10) days following a public announcement that a person or group
          of affiliated or associated persons, who we refer to collectively as
          an "acquiring person," has acquired, or obtained the right to acquire,
          beneficial ownership of 15% or more of either our outstanding common
          units or the aggregate of our outstanding senior subordinated units
          and junior subordinated units; or

     -    ten (10) business days following the start of a tender offer or
          exchange offer that would result in a person becoming an acquiring
          person.

Our general partner may defer the distribution date in some circumstances. Also,
some inadvertent acquisitions of our units will not result in a person becoming
an acquiring person if the person promptly divests itself of sufficient units.

Until the distribution date:

     -    unit certificates will evidence the rights;

     -    the rights will be transferable only with those certificates;

     -    new unit certificates will contain a notation incorporating the rights
          agreement by reference; and

                                     - 2 -
<PAGE>

     -    the surrender for transfer of any unit certificate will also
          constitute the transfer of the rights associated with the units
          represented by the certificate.

The rights are not exercisable until the distribution date and will expire at
the close of business on April 16, 2011, unless we redeem or exchange them at an
earlier date as described below.

As soon as practicable after the distribution date, the rights agent will mail
certificates representing the rights to holders of record of units as of the
close of business on the distribution date. From that date on, only separate
rights certificates will represent the rights. We will issue rights with all
units issued prior to the distribution date. We will also issue rights with
units issued after the distribution date in connection with some employee
benefit plans or upon conversion of some securities. Except as otherwise
determined by our board of directors, we will not issue rights with any other
units issued after the distribution date.

Flip-In Event

A "flip-in event" will occur under the rights agreement when a person becomes an
acquiring person otherwise than pursuant to a "permitted offer." The rights
agreement defines "permitted offer" as a tender or exchange offer for all
outstanding units at a price and on terms that our general partner determines to
be fair to and otherwise in the best interests of our unitholders.

If a flip-in event occurs, each right, other than any right that has become null
and void as described below, will become exercisable following the end of the
subordination period (as defined in the partnership agreement) to receive the
number of Class A common units, or in some specified circumstances, cash,
property or other securities, which has a "current per unit market price" equal
to two (2) times the exercise price of the right. Please refer to the rights
agreement for the definition of "current per unit market price."

Flip-Over Event

A "flip-over event" will occur under the rights agreement when, at any time from
and after the time a person becomes an acquiring person:

     -    we are acquired or we acquire such person in a merger or other
          business combination transaction, other than specified mergers that
          follow a permitted offer; or

     -    50% or more of our assets, cash flow or earning power is sold, leased
          or transferred.

If a flip-over event occurs, each holder of a right, except rights that are
voided as described below, will thereafter have the right to receive, on
exercise of the right, a number of common units or equivalent securities of the
acquiring company that has a current market price equal to two (2) times the
exercise price of the right.

When a flip-in event or a flip-over event occurs, all rights that then are or
previously were (under certain circumstances specified in the rights agreement)
beneficially owned by an acquiring person (or specified related parties) will
become null and void.

                                     - 3 -
<PAGE>

Class A Common Units

After the distribution date and following the end of the subordination period,
each right will entitle the holder to purchase Class A common units, which is
the term our partnership agreement uses to describe common units following the
end of the subordination period.

Antidilution

The number of rights associated with a unit, the number of Class A common units
issuable upon exercise of a right and the exercise price of the right are
subject to adjustment in the event of a unit distribution on, or a subdivision,
combination or reclassification of, our common units occurring prior to the
distribution date. The exercise price of the rights and the number of Class A
common units or other securities or property issuable on exercise of the rights
are subject to adjustment from time to time to prevent dilution in the event of
some specified transactions affecting the common units.

With some exceptions, we will not be required to adjust the exercise price of
the rights until cumulative adjustments amount to at least 1% of the exercise
price. The rights agreement also will not require us to issue fractional Class A
common units and, in lieu of the fractional portion of any units, we will make a
cash payment based on the market price of the common units.

Redemption of Rights

At any time until the time a person becomes an acquiring person, we may redeem
the rights in, whole, but not in part, at a price of $.01 per right, payable, at
our option, in cash, securities or such other consideration as our general
partner may determine. Upon such redemption, the rights will terminate and the
only right of the holders of rights will be to receive the $.01 redemption
price.

Exchange of Rights

At any time after the occurrence of a flip-in event and prior to a person's
becoming the beneficial owner of 50% or more of our outstanding units or the
occurrence of a flip-over event, we may exchange the rights, other than rights
owned by an acquiring person or an affiliate or an associate of an acquiring
person, which will have become void, in whole or in part, at an exchange ratio
of one Class A common unit, and/or other equity securities deemed to have the
same value as one Class A common unit, per right, subject to adjustment.

Substitution

If we have an insufficient number of authorized but unissued Class A common
units available to permit an exercise or exchange of rights upon the occurrence
of a flip-in event, we may substitute other specified types of property for
Class A common units so long as the total value received by the holder of the
rights is equivalent to the value of the Class A common units that the
unitholder would otherwise have received. We may substitute cash, property,
equity securities or debt, reduce the exercise price of the rights or use any
combination of the foregoing.

                                     - 4 -
<PAGE>

No Rights as a Unitholder; Taxes

Until a right is exercised, a holder of rights will have no rights to vote or
receive distributions or any other rights as a holder of our units. Unitholders
may, depending upon the circumstances, recognize taxable income in the event
that the rights become exercisable for our Class A common units, or other
consideration, or for the common units or equivalent securities of the acquiring
company or are exchanged as described above.

Amendment of Terms of Rights

Our general partner may amend any of the provisions of the rights agreement,
other than some specified provisions relating to the principal economic terms of
the rights and the expiration date of the rights, at any time prior to the time
a person becomes an acquiring person. Thereafter, our general partner may only
amend the rights agreement in order to cure any ambiguity, defect or
inconsistency or to make changes that do not materially and adversely affect the
interests of holders of the rights, excluding the interests of any acquiring
person.

Adoption of Amendments to Partnership Agreement
- -----------------------------------------------

EFFECTIVE AS OF APRIL 17, 2001, THE GENERAL PARTNER HAS ADOPTED AMENDMENT NO. 1
(REFERRED TO AS "AMENDMENT NO. 1") TO THE AMENDED AND RESTATED PARTNERSHIP
AGREEMENT (REFERRED TO AS THE "PARTNERSHIP AGREEMENT") OF THE PARTNERSHIP TO
PROVIDE FOR NEW ARTICLE 36 WHICH IS SUBSTANTIALLY THE SAME AS SECTION 203 OF THE
DELAWARE GENERAL CORPORATION LAW.

NEW ARTICLE 36 PROHIBITS AN "INTERESTED HOLDER," WHICH IS DEFINED GENERALLY AS A
PERSON OR GROUP OWNING 15% OR MORE OF THE PARTNERSHIP'S OUTSTANDING UNITS, FROM
ENGAGING IN A "BUSINESS COMBINATION" WITH THE PARTNERSHIP FOR THREE YEARS
FOLLOWING THE DATE SUCH PERSON BECAME AN INTERESTED HOLDER UNLESS:

     (i)  Before such person or group became an interested holder, the general
          partner approved either the transaction in which the interested holder
          became an interested holder or the proposed business combination;

     (ii) Upon consummation of the transaction that resulted in the interested
          holder becoming an interested holder, the interested holder owns at
          least 85% of the outstanding units at the time the transaction
          commenced (excluding units held by the general partner and its
          affiliates); or

    (iii) Following the transaction in which such person or group became an
          interested holder, the business combination is approved by the general
          partner and authorized at a meeting of the unitholders by the
          affirmative vote of the holders of two-thirds of the outstanding units
          that are not owned by the interested holder.

Amendment No. 1 also includes certain amendments to the terms of the partnership
agreement that are necessary in order to implement the rights agreement.

                                     - 5 -
<PAGE>

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          (A)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED: NONE

          (B)  PRO FORMA FINANCIAL INFORMATION: NONE

          (C)  EXHIBITS:


          EXHIBIT
          NUMBER    EXHIBIT
          ------    -------

          3.1       AMENDMENT NO. 1 DATED AS OF APRIL 17, 2001 TO AMENDED AND
                    RESTATED PARTNERSHIP AGREEMENT OF STAR GAS PARTNERS, L.P.

          4.1       UNIT PURCHASE RIGHTS AGREEMENT, DATED APRIL, 17, 2001 BY AND
                    BETWEEN STAR GAS PARTNERS, L.P. AND AMERICAN STOCK TRANSFER
                    & TRUST COMPANY, INCLUDING THE FORM OF RIGHTS CERTIFICATE
                    AND THE SUMMARY OF RIGHTS ATTACHED THERETO EXHIBITS A AND B,
                    RESPECTIVELY. (INCORPORATED BY REFERENCE TO THE
                    PARTNERSHIP'S REGISTRATION STATEMENT ON FORM 8-A FILED APRIL
                    18, 2001)

          99.1      PRESS RELEASE, DATED APRIL 17, 2001

                                     - 6 -
<PAGE>

                                   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.

                                       STAR GAS PARTNERS, L.P.
                                       BY:  STAR GAS, LLC, AS GENERAL PARTNER



                                       BY: /s/ IRIK P. SEVIN
                                           ------------------------------------
                                           NAME:   IRIK P. SEVIN
                                           TITLE:  CHAIRMAN OF THE BOARD
                                                   AND CHIEF EXECUTIVE OFFICER


DATE: APRIL 17, 2001

                                     - 7 -
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT
NUMBER    EXHIBIT
- ------    -------

3.1       AMENDMENT NO. 1 DATED APRIL 17, 2001 TO AMENDED AND RESTATED
          PARTNERSHIP AGREEMENT OF STAR GAS PARTNERS, L.P.

4.1       UNIT PURCHASE RIGHTS AGREEMENT, DATED APRIL 17, 2001 BY AND BETWEEN
          STAR GAS PARTNERS, L.P. AND AMERICAN STOCK TRANSFER & TRUST COMPANY,
          INCLUDING THE FORM OF RIGHTS CERTIFICATE AND THE SUMMARY OF RIGHTS
          ATTACHED THERETO AS EXHIBITS A AND B, RESPECTIVELY. (INCORPORATED BY
          REFERENCE TO THE COMPANY'S REGISTRATION STATEMENT ON FORM 8-A FILED
          APRIL 17, 2001)

99.1      PRESS RELEASE, DATED APRIL 17, 2001

                                     - 8 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>dex31.txt
<DESCRIPTION>AMENDMENT NO. 1 DATED APRIL 17, 20001
<TEXT>

<PAGE>
                                                                     Exhibit 3.1


                               AMENDMENT NO. 1 TO
                              AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                             STAR GAS PARTNERS, L.P.


     THIS AMENDMENT NO. 1 (the "Amendment") dated as of April 17, 2001 TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of March 26, 1999
(the "Partnership Agreement") of STAR GAS PARTNERS, L.P. (the "Partnership"), is
entered into by and among STAR GAS LLC, a Delaware limited liability company, as
the General Partner, and those persons who are or become partners in the
Partnership or parties hereto as provided herein. In consideration of the
covenants, conditions and agreements contained herein, the parties hereto hereby
agree as follows:

                                R E C I T A L S:
                                ---------------

     WHEREAS, the General Partner proposes to enter into a Unit Purchase Rights
Agreement dated as of the date hereof (the "Rights Agreement"), with American
Stock Transfer & Trust Company, as rights agent (the "Rights Agent"), pursuant
to which the Partnership shall, among other things, declare a distribution of
one right (a "Right"), to purchase one Class A Common Unit for each outstanding
Unit;

     WHEREAS, in order to effect the transactions contemplated by the Rights
Agreement, it is necessary to amend the Partnership Agreement as provided
herein;

     WHEREAS, the General Partner proposes to further amend the Partnership
Agreement to adopt a provision limiting business combinations with interested
holders that is substantially the same as Section 203 of the Delaware General
Corporation Law; and

     WHEREAS, the General Partner has the authority to adopt certain amendments
to the Partnership Agreement without the approval of any Limited Partner or
Assignee to reflect, among other things: (i) subject to the terms of Section 4.4
of the Partnership Agreement, any change that is necessary or desirable in
connection with the authorization for issuance of any class or series of
Partnership Securities pursuant to Section 4.4 and (ii) a change that, in the
sole discretion of the General Partner, does not adversely affect the Limited
Partners in any material respect.

     NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

     1. Upon the Distribution Date (as such term is defined in the Rights
Agreement), the Partnership Agreement shall be amended automatically as follows:

          a. To incorporate by this reference into the Partnership Agreement as
     new Article XXXV all of the terms and provisions of the Rights Agreement.

          b. To amend Article V to add the following new Section 5.9:
<PAGE>

"Section 5.9   Special Provisions Relating to Adjustment of Minimum
               Quarterly Distribution and Target Level Distributions in
               Connection with Rights.

          (a)  Upon the date (the "Trigger Date") of a Triggering Event (as
               defined in the Rights Agreement), the Minimum Quarterly
               Distribution, First Target Distribution, Second Target
               Distribution and Third Target Distribution (collectively, the
               "Distribution Levels") shall each automatically be adjusted so
               that the Distribution Levels thereafter shall equal the result
               obtained by multiplying the Distribution Levels in effect
               immediately prior to the date of a Triggering Event by the
               Distribution Ratio (defined below).

          (b)  The distribution ratio (the "Distribution Ratio") shall equal a
               fraction the numerator of which shall be the number of Units
               outstanding on the Trigger Date, plus the number of Class A
               Common Units or other Partnership Securities, as the case may be,
               that the aggregate exercise price of the Rights would purchase at
               the current per unit market price for the Common Units on the
               Trigger Date and the denominator of which shall be the number of
               Units outstanding on the Trigger Date, plus the number of Class A
               Common Units or other Partnership Securities, as the case may be,
               that would be issuable upon the exercise in full of the Rights;
               provided, however, that if the General Partner shall have
               exercised the option pursuant to Section 24 of the Rights
               Agreement to exchange all or a part of the then outstanding and
               exercisable Rights for Class A Common Units or other Partnership
               Securities, as the case may be, then the Distribution Ratio shall
               be adjusted accordingly to reflect the number of Class A Common
               Units or other Partnership Securities, as the case may be, that
               would be issuable in connection within such exchange."

          c.   To amend Section 15.3 of the Partnership Agreement to add the
               following new paragraph (f):

               "(f) Notwithstanding anything to the contrary contained herein,
               following the Distribution Date the Partnership shall not
               supplement or amend the terms of the Partnership Agreement in any
               manner that may materially adversely affect the interests of the
               holders of Rights (other than an Acquiring Person or an Affiliate
               or an Associate of an Acquiring Person as such capitalized terms
               are defined in the Rights Agreement)."

                                       2
<PAGE>

     2. The Partnership Agreement is hereby amended, effective immediately, to
add the following new Article XXXVI:

ARTICLE XXXVI

Business Combinations with Interested Holders.

36.1 Limitation on Business Combinations

     (a) Notwithstanding any other provisions of this Agreement, the Partnership
shall not engage in any Business Combination (as defined below) with any
Interested Holder (as defined below) for a period of 3 years following the time
that such Holder became an Interested Holder, unless:

          (1) prior to such time the General Partner approved either the
Business Combination or the transaction which resulted in the Holder becoming an
Interested Holder, or

          (2) upon consummation of the transaction which resulted in the Holder
becoming an Interested Holder, the Interested Holder owned at least 85% of the
Outstanding Units at the time the transaction commenced, excluding for purposes
of determining the number of Outstanding Units those Units owned by the General
Partner and its Affiliates, or

          (3) at or subsequent to such time the Business Combination is approved
by the General Partner and authorized at a meeting of Holders, and not by
written consent, by the affirmative vote of at least 662/3% of the Outstanding
Units which are not owned by the Interested Holder.

     (b)  The restrictions contained in this section shall not apply if:

          (1) The Partnership, by action of its Holders, adopts an amendment to
this Agreement expressly electing not to be governed by this section, provided
that, in addition to any other vote required by law, such amendment to this
Agreement must be approved by the affirmative vote of a majority of the
Outstanding Units. An amendment adopted pursuant to this paragraph shall not be
effective until 12 months after the adoption of such amendment and shall not
apply to any Business Combination between the Partnership and any person who
became an Interested Holder on or prior to such adoption;

          (2) a Holder becomes an Interested Holder inadvertently and (i) as
soon as practicable divests itself of ownership of sufficient Units so that the
Holder ceases to be an Interested Holder and (ii) would not, at any time within
the 3 year period immediately prior to a Business Combination between the
Partnership and such Holder, have been an Interested Holder but for the
inadvertent acquisition of ownership;

          (3) the Business Combination is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or the
notice required hereunder of a proposed transaction which (i) constitutes one of
the transactions described in the second sentence of this paragraph; (ii) is
with or by a Person who either was not an Interested

                                       3
<PAGE>

Holder during the previous 3 years or who became an Interested Holder with the
approval of the General Partner and (iii) is approved or not opposed by a Person
that was the General Partner (the "Original General Partner") prior to any
Person becoming an Interested Holder during the previous 3 years or was
recommended for appointment to succeed such General Partner by the Original
General Partner. The proposed transactions referred to in the preceding sentence
are limited to (x) a merger or consolidation of the Partnership (except for a
merger in respect of which no vote of the Holders is required); (y) a sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), whether as part of a dissolution or
otherwise, of assets of the Partnership or of any direct or indirect
majority-owned subsidiary of the Partnership (other than to any direct or
indirect wholly-owned subsidiary or to the Partnership) having an aggregate
market value equal to 50% or more of either the aggregate market value of all of
the assets of the Partnership determined on a consolidated basis or the
aggregate market value of all the Outstanding Units of the Partnership; or (z) a
proposed tender or exchange offer for 50% or more of the Outstanding Units of
the Partnership. The Partnership shall give not less then 20 days notice to all
Interested Holders prior to the consummation of any of the transactions
described in clauses (x) or (y) of the second sentence of this paragraph;

36.2 Definitions Applicable to Article XXXVI

     As used in this section only, the term:

     (a) "Business Combination," when used in reference to the Partnership and
any Interested Holder of the Partnership means:

          (i) any merger or consolidation of the Partnership or any direct or
     indirect majority-owned subsidiary of the Partnership with (A) the
     Interested Holder, or (B) with any other corporation, partnership,
     unincorporated association or other entity if the merger or consolidation
     is caused by the Interested Holder and as a result of such merger or
     consolidation subsection (a) of this section is not applicable to the
     surviving entity;

          (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions), except
     proportionately as a Holder of the Partnership, to or with the Interested
     Holder, whether as part of a dissolution or otherwise, of assets of the
     Partnership or of any direct or indirect majority-owned subsidiary of the
     Partnership which assets have an aggregate market value equal to 10% or
     more of either the aggregate market value of all the assets of the
     Partnership determined on a consolidated basis or the aggregate market
     value of all the Outstanding Units of the Partnership;

          (iii) any transaction which results in the issuance or transfer by the
     Partnership or by any direct or indirect majority-owned subsidiary of the
     Partnership of any securities of the Partnership or of such subsidiary to
     the Interested Holder, except (A) pursuant to the exercise, exchange or

                                       4
<PAGE>

     conversion of securities exercisable for, exchangeable for or convertible
     into securities of the Partnership or any such subsidiary which securities
     were outstanding prior to the time that the Interested Holder became such,
     (B) pursuant to a merger of the Partnership with or into a single direct or
     indirect wholly-owned subsidiary of the Partnership in a transaction that
     would meet the requirements of Section 251(g) of the Delaware General
     Corporation Law, if the Partnership was a corporation, (C) pursuant to a
     dividend or distribution paid or made, or the exercise, exchange or
     conversion of securities exercisable for, exchangeable for or convertible
     into securities of the Partnership or any such subsidiary which security is
     distributed, pro rata to all holders of a class or series of securities of
     such Partnership subsequent to the time the Interested Holder became such,
     (D) pursuant to an exchange offer by the Partnership to purchase Units made
     on the same terms to all holders of said Units, or (E) any issuance or
     transfer of Units by the Partnership, provided however, that in no case
     under (B)-(D) above shall there be an increase in the Interested Holder's
     proportionate share of the securities of any class or series of the
     Partnership or of the Units of the Partnership;

          (iv) any transaction involving the Partnership or any direct or
     indirect majority-owned subsidiary of the Partnership which has the effect,
     directly or indirectly, of increasing the proportionate share of the
     securities of any class or series, or securities convertible into the
     securities of any class or series, of the Partnership or of any such
     subsidiary which is owned by the Interested Holder, except as a result of
     immaterial changes due to fractional unit adjustments or as a result of any
     purchase or redemption of any Units not caused, directly or indirectly, by
     the Interested Holder; or

          (v) any receipt by the Interested Holder of the benefit, directly or
     indirectly (except proportionately as a Holder of such Partnership) of any
     loans, advances, guarantees, pledges, or other financial benefits (other
     than those expressly permitted in subparagraphs (i)-(iv) above) provided by
     or through the Partnership or any direct or indirect majority owned
     subsidiary.

     (b) "control," including the term "controlling," "controlled by" and "under
common control with," means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, or otherwise. A
Person who is the owner of 20% or more of the outstanding voting securities of
any corporation, partnership, unincorporated association or other entity shall
be presumed to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary. Notwithstanding the foregoing, a
presumption of control shall not apply where such Person holds voting
securities, in good faith and not for the purpose of circumventing this section,
as an agent, bank, broker, nominee, custodian or trustee for one or more owners
who do not individually or as a group have control of such entity.

     (c) "Interested Holder" means any Person (other than the Partnership and
any direct or indirect majority-owned subsidiary of the Partnership) that (i) is
the owner of 15% or more of the Outstanding Units of the Partnership, or (ii) is
an affiliate or associate of the Partnership and was the owner of 15% or more of
the Outstanding Units of the Partnership at any time within the 3-year period
immediately prior to the date an which it is sought to be determined whether
such Person is an Interested Holder, and the Affiliates and Associates of such
Person; provided, however, that the term "Interested Holder" shall not include
any Person whose ownership of Units in excess of the 15% limitation set forth
herein is the result of action taken solely by the Partnership provided that
such person shall be an Interested Holder if thereafter such Person acquires
additional Units, except as a result of further Partnership action not caused,
directly or indirectly, by such Person. For the purpose of determining whether a
person is an Interested Holder, the Outstanding Units shall include Units deemed
to be owned by the Person through application of paragraph (e) of this
subsection but shall not include any other unissued Units

                                       5
<PAGE>

which may be issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or otherwise.

     (d) "Person" means any individual, corporation, partnership, unincorporated
association or other entity.

     (e) "owner" including the terms "own" and "owned" when used with respect to
any Units means a person that individually or with or through any of its
affiliates or associates:

          (i) beneficially owns such Units, directly or indirectly; or

          (ii) has (A) the right to acquire such Units (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; provided, however,
that a person shall not be deemed the owner of Units tendered pursuant to a
tender or exchange offer made by such person or any of such person's affiliates
or associates until such tendered Units is accepted for purchase or exchange; or
(B) the right to vote such Units pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed the owner of
any Units because of such person's right to vote such Units if the agreement,
arrangement or understanding to vote such Units arises solely from a revocable
proxy or consent given in response to a proxy or consent solicitation made to 10
or more persons; or

          (iii) has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent as described in item (B) of clause (ii) of this paragraph), or disposing
of such Units with any other person that beneficially owns, or whose affiliates
or associates beneficially own, directly or indirectly, such Units.

          3. Capitalized terms that are used herein without definition shall
have the meanings ascribed to them in the Partnership Agreement unless otherwise
indicated.

          4. The Partnership Agreement, as amended hereby, remains in full force
and effect.

          5. This Amendment shall be construed in accordance with and governed
by the laws of the State of Delaware, without regard to the principles of
conflicts of laws.

                                       6
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                        GENERAL PARTNER:

                                        STAR GAS LLC


                                        By: ____________________________
                                        Name:
                                        Title:


                                        LIMITED PARTNERS:

                                        All Limited Partners now and hereafter
                                        admitted as limited partners of the
                                        Partnership, pursuant to the Powers of
                                        Attorney now and hereafter executed in
                                        favor of, and granted and delivered to,
                                        the General Partner.

                                        By:  STAR GAS LLC

                                        General Partner, as attorney-in-fact for
                                        all Limited Partners pursuant to the
                                        Powers of Attorney granted pursuant to
                                        Section 1.4 of the Partnership
                                        Agreement.


                                        By: _______________________________
                                        Name:
                                        Title:

                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE, DATED APRIL 17, 2001
<TEXT>

<PAGE>

                                                                    Exhibit 99.1


                                                              [LOGO OF STAR GAS]

News Announcement

CONTACT:
Richard F. Ambury               Robert L. Rinderman, David C. Collins
Treasurer                       Jaffoni & Collins Incorporated
203/328-7300                    212/835-8500 or SGU@jcir.com

FOR IMMEDIATE RELEASE


               STAR GAS PARTNERS ADOPTS UNITHOLDER RIGHTS PLAN AND
                       AMENDMENTS TO PARTNERSHIP AGREEMENT

Stamford, CT, April 17, 2001 -- Star Gas Partners Ltd. (NYSE: SGU) announced
today that it has adopted a Unitholder Rights Plan (the "Plan").

In accordance with the Plan, the General Partner of the Partnership has
authorized and declared a distribution of one unit purchase right (a "Right")
for each Partnership Unit outstanding as of the close of business on April 27,
2001 (the "Record Date"), each Right representing the right to purchase one
Class A Common Unit on the terms and conditions of the Plan. Under the Plan, the
Rights will initially trade together with Star Gas Partners' Common Units and
Senior Subordinated Units and will not be exercisable until the occurrence of
certain events relating to the acquisition of 15% or more of the outstanding
common units or subordinated units by a person or group. The Rights will expire
on April 16, 2011, unless earlier redeemed, exchanged or amended by the General
Partner.

The issuance of the Rights is not a taxable event, will not affect the reported
financial condition or results of operations (including earnings per share) of
Star Gas Partners and will not change the manner in which the Common Units and
Senior Subordinated Units are currently traded.

In connection with the adoption of the Unitholder Rights Plan, the General
Partner has also adopted an amendment to the Partnership Agreement of the
Partnership to provide for a provision substantially the same as Section 203 of
the Delaware General Corporation Law (Business Combinations With Interested
Unitholders).

These actions were not taken in response to any pending or contemplated
transactions.

Star Gas Partners, L.P., is a leading distributor of home heating oil, propane
and deregulated natural gas and electricity serving approximately 755,000
customers. Through its wholly owned Petro subsidiary, Star is the nation's
largest retail distributor of home heating oil, serving approximately 385,000
customers in the Northeast and Mid-Atlantic. Star is the nation's seventh
largest retail propane distributor, serving approximately 260,000 customers
throughout the Midwest, Northeast and South. Star owns a controlling 72.7%
interest in Total Gas and Electric, which sells natural gas and electricity to
approximately 110,000 customers in the Northeast and Mid Atlantic.
<PAGE>

This news announcement contains certain forward-looking information that is
subject to certain risks and uncertainties as indicated from time to time in the
Partnership's 10-K, 10-Q, 8-K and other filings with the Securities and Exchange
Commission. Included risks and uncertainties are the effects of the weather on
the Partnership's financial results, competitive and propane and heating oil
pricing pressures and other factors impacting the propane, home heating oil,
natural gas and electricity distribution industries.

                                      # # #
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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