UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): | January 5, 2011 |
AmeriGas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-13692 | 23-2787918 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 460 No. Gulph Road, King of Prussia, Pennsylvania | 19406 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (610) 337-7000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On January 5, 2011, AmeriGas Partners, L.P. (the "Partnership") issued a press release announcing the Partnership's intention to offer, subject to market and other conditions, $470 million of senior notes due 2021 (the "Notes"). The Notes will be issued pursuant to an indenture to be entered into among the Partnership and AmeriGas Finance Corp., as issuers, and U.S. Bank National Association, as Trustee (the "Indenture"). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Also on January 5, 2011, the Partnership issued a press release announcing a cash tender offer and consent solicitation for any and all of the Partnership's outstanding 7.25% Series A and Series B Senior Notes Due 2015. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated January 5, 2011 announcing the Notes offering
99.2 Press Release dated January 5, 2011 announcing the tender offer and solicitation
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.
| AmeriGas Partners, L.P. | ||||
| January 5, 2011 | By: | /s/ Margaret M. Calabrese | ||
| Name: Margaret M. Calabrese | ||||
| Title: Assistant Secretary of AmeriGas Propane, Inc., the General Partner | ||||
Exhibit Index
| Exhibit No. | Description | |
99.1 | Press Release dated Janaury 5, 2011 announcing the Notes offering | |
99.2 | Press Release dated Janaury 5, 2011 announcing the tender offer and solicitation |
