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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SUNOCO LOGISTICS PARTNERS L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 23-3096839 (State of Incorporation or Organization) (IRS Employer Identification No.) 1801 Market Street Philadelphia Pennsylvania 19103 (Address of Principal Executive Offices and Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-71968. Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name Of Each Exchange On Which To Be So Registered Each Class Is To Be Registered ------------------- ------------------------------ Common Units representing limited New York Stock Exchange partner interests Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. A description of common units representing limited partner interests in Sunoco Logistics Partners L.P. (the "Registrant") is set forth under the captions "Prospectus Summary," "Cash Distribution Policy," "Description of the Common Units," "The Partnership Agreement" and "Material Tax Consequences" in the prospectus to be filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-71968) (the "Form S-1 Registration Statement"), initially filed with the Securities and Exchange Commission on October 22, 2001. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference. Item 2. Exhibits. The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the Securities and Exchange Commission. Exhibit No. Description ----------- ------------ 1. Registrant's Form S-1 Registration Statement, as amended (Registration No. 71968), initially filed with the Securities and Exchange Commission on October 22, 2001-- incorporated herein by reference. 2. Certificate of Limited Partnership of the Registrant-- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 3. First Amended and Restated Agreement of Limited Partnership of the Registrant -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. SUNOCO LOGISTICS PARTNERS L.P. By: SUNOCO PARTNERS LLC, its General Partner By: /s/ Deborah M. Fretz ----------------------------------------- Name: Deborah M. Fretz Title: President and Chief Executive Officer Date: January 25, 2002 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 1. Registrant's Form S-1 Registration Statement, as amended (Registration No. 333-71968), initially filed with the Securities and Exchange Commission on October 22, 2001-- incorporated herein by reference. 2. Certificate of Limited Partnership of the Registrant-- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 3. First Amended and Restated Agreement of Limited Partnership of the Registrant -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.