EXHIBIT 99.1
LETTER OF TRANSMITTAL
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES D 10% SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING
SERIES C 10% SENIOR NOTES DUE 2006
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON __________, 2001
(THE "EXPIRATION DATE") UNLESS EXTENDED BY
AMERIGAS PARTNERS, L.P. AND AMERIGAS EAGLE FINANCE CORP.
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FIRST UNION NATIONAL BANK
By Registered or Certified Mail, by Hand or by Overnight Courier:
1525 West W.T. Harris Boulevard
NC1153 3C3
Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile:
(704) 590-7628
(For Eligible Institutions Only)
By Telephone:
(704) 590-7410
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated __________,
2001 (the "Prospectus") of AmeriGas Partners, L.P. and AmeriGas Eagle Finance
Corp. (collectively, the "Issuers") and this Letter of Transmittal (the "Letter
of Transmittal"), which together describe the Issuers' offer (the "Exchange
Offer") to exchange $1,000 in principal amount of their Series D 10% Senior
Notes due 2006 (the "Registered 10% Notes") for each $1,000 in principal amount
of outstanding Series C 10% Senior Notes due 2006 (the "Old 10% Notes"). The
terms of the Registered 10% Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
10% Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Registered 10% Notes are freely transferable by holders thereof (except
as provided herein or in the Prospectus) and are not subject to any covenant
regarding registration under the Securities Act of 1933 (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING
THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old 10% Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amounts should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD 10% NOTES
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AGGREGATE PRINCIPAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE AMOUNT REPRESENTED AMOUNT
HOLDER(S) (PLEASE FILL IN) NUMBER(S) BY OLD 10% NOTES* TENDERED**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate
principal amount represented by such Old 10% Notes. See Instruction 2.
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2
This Letter of Transmittal is to be used either if certificates
representing Old 10% Notes are to be forwarded herewith or if delivery of Old
10% Notes is to be made by book-entry transfer to an account maintained by the
Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer
Facility"), pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer--Procedures for Tendering." Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
Holders whose Old 10% Notes are not immediately available or who cannot
deliver their Old 10% Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Old 10%
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering."
[ ] CHECK HERE IF TENDERED OLD 10% NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s)
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The Depository Trust Company Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED OLD 10% NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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If Delivered by Book-Entry Transfer:
Account Number
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name
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Address
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Registered 10% Notes. If the undersigned is a broker-dealer that will receive
Registered 10% Notes for its own account in exchange for Old 10% Notes that were
acquired as a result of market-making activities or other trading activities
(other than Old 10% Notes acquired directly from the Issuers), it acknowledges
that it will deliver a prospectus in connection with any resale of such
Registered 10% Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Any holder who is an
"affiliate" of the Issuers or who has an arrangement or understanding with
respect to the distribution of the Registered 10% Notes to be acquired pursuant
to the Exchange Offer, or any broker-dealer who purchased Old 10% Notes from the
Issuers to resell pursuant to Rule 144A under the Securities Act or any other
available exemption under the Securities Act must comply with the registration
and prospectus delivery requirements under the Securities Act.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
1. Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount at
maturity of Old 10% Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old 10% Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Old 10% Notes as are being tendered
hereby.
2. The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old 10% Notes
tendered hereby and that the Issuers will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Issuers. The
undersigned hereby further represents that: (i) any Registered 10% Notes
acquired in exchange for Old 10% Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Registered 10%
Notes, whether or not such person is the undersigned; (ii) neither the holder of
such Old 10% Notes nor any such other person is engaging in or intends to engage
in a distribution of such Registered 10% Notes; and (iii) neither the holder of
such Old 10% Notes nor any such other person is an "affiliate", as defined in
Rule 405 under the Securities Act of 1933 (the "Securities Act") of the Issuers.
3. The undersigned also acknowledges that the Exchange Offer is being made
in reliance on an interpretation, made to third parties, by the staff of the
Securities and Exchange Commission (the "SEC") that the Registered 10% Notes
issued in exchange for the Old 10% Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by holders thereof (other
than any such holder that is an "affiliate" of the Issuers within the meaning of
Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that: (i) such
Registered 10% Notes are acquired in the ordinary course of such holders'
business; (ii) such holders are not engaging in and do not intend to engage in
the distribution of such Registered 10% Notes; and (iii) such holders have no
arrangements with any person to participate in the distribution of such
Registered 10% Notes. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Registered 10% Notes. If the undersigned is a broker-dealer that
will receive Registered 10% Notes for its own account in exchange for Old 10%
Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resales of such
Registered 10% Notes. However, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
4. The undersigned may, if, and only if, it would not receive freely
tradable Registered 10% Notes in the Exchange Offer or is not eligible to
participate in the Exchange Offer, elect to have its Old 10% Notes registered in
the shelf registration described in the Registration Rights Agreement, dated as
of April 4, 2001, among the Issuers, Credit Suisse First Boston Corporation and
Bank of America Securities LLC (the "Registration Agreement") in the form filed
as Exhibit 4.5 to the Registration Statement of the Issuers, Registration No.
_________. Capitalized terms used in this paragraph 4 and not otherwise defined
herein shall have the meanings given to them in the Registration Agreement. Such
election may be made by checking the box under "Special Registration
Instructions" below. By making such election, the undersigned agrees, as a
holder of Old 10% Notes participating in a Shelf Registration, to comply with
the Registration Agreement and to indemnify and hold harmless the Issuers and
AmeriGas Propane, Inc., the general partner of the Issuers (the "General
Partner"), their respective directors, officers, employees and each person, if
any, who controls the Issuers and the General Partner within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from and against any and all
losses, claims, damages, liabilities, judgments (including without limitation,
any legal or other expenses incurred in connection with investigating or
defending any judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in such
4
Registration Statement or any preliminary prospectus or prospectus forming a
part thereof (or any amendment or supplement thereto), or the omission or
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Issuers by or on behalf of the undersigned specifically for inclusion
therein. Any such indemnification shall be governed by the terms and subject to
the conditions set forth in the Registration Agreement, including, without
limitation, the provisions regarding notice, retention of counsel, contribution
and payment of expenses set forth therein. The above summary of the
indemnification provisions of the Registration Agreement is not intended to be
exhaustive and is qualified in its entirety by the Registration Agreement.
5. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Old 10% Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus
under the caption "The Exchange Offer--Withdrawal Rights." See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Registered 10% Notes (and, if applicable,
substitute certificates representing Old 10% Notes for any Old 10% Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old 10% Notes, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the
Registered 10% Notes (and, if applicable, substitute certificates representing
Old 10% Notes for any Old 10% Notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Old 10% Notes."
5
THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE
DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN
THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE
PROSPECTUS SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD 10%
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD 10% NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 10% Notes not exchanged and/or
Registered 10% Notes are to be issued in the name of someone other than the
person or persons whose signature(s) appear(s) on this Letter of Transmittal
below, or if Old 10% Notes delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account indicated above.
Issue: Registered 10% Notes and/or Old 10% Notes to:
Name(s)*
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
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Address:
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ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM
W-8BEN, A FORM W-8ECI OR A FORM W-8IMY)
Credit unchanged Old 10% Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 10% Notes not exchanged and/or
Registered 10% Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter of Transmittal below or to such
person or persons at an address other than shown in the box entitled
"Description of Old 10% Notes" on this Letter of Transmittal above.
Mail Registered 10% Notes and/or Old 10% Notes to:
Name(s)*
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
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Address:
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ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM W-8BEN,
A FORM W-8ECI OR A FORM W-8IMY)
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6
SPECIAL REGISTRATION INSTRUCTIONS
(SEE PARAGRAPH 4 ABOVE)
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To be completed ONLY IF (i) the undersigned satisfies the conditions set forth
in paragraph 4 above, (ii) the undersigned elects to register its Old 10% Notes
in the shelf registration described in the Registration Agreement, and (iii) the
undersigned agrees to comply with the Registration Agreement and to indemnify
certain entities and individuals as set forth in paragraph 4 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old 10% Notes registered in a shelf registration in
accordance with the Registration Agreement, (ii) elects to have its Old 10%
Notes registered pursuant to the shelf registration described in the
Registration Agreement, and (iii) agrees to comply with the Registration
Agreement and to indemnify certain entities and individuals identified in, and
to the extent provided in, paragraph 4 above.
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OLD 10% NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X , 2001
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X , 2001
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X , 2001
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SIGNATURE(S) OF OWNER(S) DATE
Area Code and Telephone Number
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If a holder is tendering any Old 10% Notes, this Letter of Transmittal must
be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old 10% Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s):
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Capacity:
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Address:
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Employer Identification or Social Security Number:
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed
by an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
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(NAME AND FIRM)
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8
INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old 10% Notes
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in the
"The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Certificates for all physically tendered Old 10% Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof), with any
required signature guarantees, and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at the address set forth
herein on or prior to the Expiration Date, or the tendering holder must comply
with the guaranteed delivery procedures set forth below. Old 10% Notes tendered
hereby must be in denominations or principal amount at maturity of $1,000 or any
integral multiple thereof.
Noteholders whose certificates for Old 10% Notes are not immediately
available or who cannot deliver their certificates and any other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old 10% Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery
Procedures" section of the Prospectus. Pursuant to such procedures, (i) such
tender must be made through an Eligible Institution (as defined below), (ii) on
or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Issuers (by facsimile
transmission, mail or hand delivery), setting forth the name and address of the
holder of Old 10% Notes and the amount of Old 10% Notes tendered, stating that
the tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery, the certificates for all physically tendered Old 10%
Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may
be, and any other documents required by this Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old 10% Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Old 10% Notes and
all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. Instead of delivery by mail it is recommended
that holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure delivery to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date. No Letter of Transmittal or
Old 10% Notes should be sent to the Issuers.
See "The Exchange Offer" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old 10% Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Old 10% Notes to be tendered in the box above
entitled "Description of Old 10% Notes" under "Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Old 10% Notes of a
tendering holder who physically delivered Old 10% Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. All of the Old 10%
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
9
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the Old
10% Notes tendered hereby, the signature must correspond exactly with the name
as written on the face of the certificates without any change whatsoever.
If any tendered Old 10% Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Old 10% Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old 10% Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Registered 10% Notes are to be issued, or any untendered Old 10% Notes are
to be reissued, to a person other than the registered holder, then endorsements
of any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) or bond powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificates must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificates(s)
or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on certificates for Old 10% Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program (each an
"Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter of Transmittal need not be guaranteed by an
Eligible Institution if (A) the Old 10% Notes are tendered (i) by a registered
holder of Old 10% Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the holder of such Old 10% Notes) who
has not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of
an Eligible Institution and (B) the box entitled "Special Registration
Instructions" on this Letter of Transmittal has not been completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old 10% Notes should indicate in the applicable box
the name and address to which Registered 10% Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Old 10% Notes not
exchanged are to be issued or sent, if different from the name or address of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated and such person named must properly complete
a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.
10
Noteholders tendering Old 10% Notes by book-entry transfer may request that Old
10% Notes not exchanged be credited to such account maintained at the Book-Entry
Transfer Facility as such noteholder may designate hereon. If no such
instructions are given, such Old 10% Notes not exchanged will be returned to the
name and address of the person signing this Letter of Transmittal.
5. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Old 10% Notes to them or their order pursuant to the Exchange Offer. If,
however, Registered 10% Notes and/or substitute Old 10% Notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old 10% Notes tendered hereby, or if
tendered Old 10% Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Old 10% Notes to the Issuers or their
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old 10% Notes, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of their
Old 10% Notes for exchange.
Although the Issuers intend to notify holders of defects or irregularities
with respect to tenders of Old 10% Notes, neither the Issuers, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD 10% NOTES.
Any holder whose Old 10% Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old 10% Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Old 10% Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old 10% Notes to be withdrawn (the "Depositor"),
(ii) identify the Old 10% Notes to be withdrawn (including the certificate
number or numbers and principal amount of such Old 10% Notes), (iii) be signed
by the holder in the same manner as the original signature on this Letter of
Transmittal by which such Old 10% Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture pursuant to which the Old 10% Notes were
issued register the transfer of such Old 10% Notes into the name of the person
withdrawing the tender, and (iv) specify the name in which any such Old 10%
Notes are to be registered, if different from that of the Depositor. Any Old 10%
Notes so properly withdrawn will be
11
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Old 10% Notes which have been tendered for exchange but
which are not exchanged for any reason will be returned to the holder thereof
without cost to such holder as soon as practicable after withdrawal, rejection
of tender, or termination of the Exchange Offer. Properly withdrawn Old 10%
Notes may be retendered by following the procedures described above at any time
on or prior to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old 10% Notes will be determined
by the Issuers in their sole discretion, which determination will be final and
binding. The Issuers reserve the absolute right to reject any and all Old 10%
Notes not properly tendered or any Old 10% Notes the Issuers' acceptance of
which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers
also reserve the right to waive any defects, irregularities, or conditions of
tender as to particular Old 10% Notes. The Issuers' interpretation of the terms
and conditions of the Exchange Offer (including the instructions of this Letter
of Transmittal) will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent, at the address and
telephone number indicated above.
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IMPORTANT TAX INFORMATION
Each prospective holder of Registered 10% Notes to be issued pursuant to
Special Issuance Instructions should complete the attached Substitute Form W-9.
Under current federal income tax law, a holder of Registered 10% Notes is
required to provide the Issuers (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding to prevent any backup withholding on
any payments received in respect of the Registered 10% Notes. If a holder of
Registered 10% Notes is an individual, the TIN is such holder's social security
number. If the Issuers are not provided with the correct taxpayer identification
number, a holder of Registered 10% Notes may be subject to a $50 penalty imposed
by the Internal Revenue Service. The Substitute Form W-9 need not be completed
if the box entitled Special Issuance Instructions has not been completed.
Certain holders of Registered 10% Notes (including, among others, all
corporations) are not subject to these backup withholding and reporting
requirements. Exempt prospective holders of Registered 10% Notes should indicate
their exempt status on Substitute Form W-9. A foreign individual may qualify as
an exempt recipient by submitting to the Issuers, through the Exchange Agent,
the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form
W-8ECI or Form W-8IMY) properly completed and signed under penalty of perjury,
attesting to the holder's exempt status. The appropriate Form W-8 will be
provided by the Exchange Agent upon request. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Issuers are required to withhold up to
30.5% of any "reportable payment" made to the holder of Registered 10% Notes or
other payee. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to any payments received in
respect of the Registered 10% Notes, each prospective holder of Registered 10%
Notes to be issued pursuant to Special Issuance Instructions should provide the
Issuers, through the Exchange Agent, with either: (i) such prospective holder's
correct TIN by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such prospective holder is awaiting a
TIN) and that (A) such prospective holder has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified such prospective holder that he or she is no longer subject to
backup withholding or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of Registered 10% Notes to be issued pursuant to
Special Issuance Instructions is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the
prospective record owner of the Registered 10% Notes. If the Registered 10%
Notes will be held in more than one name or are not held in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance regarding
which number to report.
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PAYORS' NAME: AMERIGAS PARTNERS, L.P. AND AMERIGAS EAGLE FINANCE CORP.
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PART 1--PLEASE PROVIDE YOUR TIN IN Social security number(s) or
THE BOX AT RIGHT AND CERTIFY BY Employer identification number(s)
SIGNING AND DATING BELOW.
---------------------------------
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PART 2--Certification--Under penalties of perjury, I certify that: (1) the
SUBSTITUTE number shown on this form is my current taxpayer identification number (or I am
FORM W-9 waiting for a number to be issued to me); (2) I am not subject to backup
DEPARTMENT OF THE withholding either because I am exempt from backup withholding, I have not been
TREASURY notified by the Internal Revenue Service (the "IRS") that I am subject to
INTERNAL REVENUE SERVICE backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to backup
withholding; and (3) I am a U.S. person (including a resident alien).
PAYOR'S REQUEST FOR TAXPAYER ----------------------------------------------------------------------------------
IDENTIFICATION NUMBER (TIN) Certificate Instructions--You must cross out item (2)
in Part 2 above if you have been notified by the IRS
that you are subject to backup withholding because of
underreporting interest or dividends on your tax PART 3
return. However, if after being notified by the IRS
that you are subject to backup withholding you Awaiting TIN [ ]
receive another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out item (2).
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Signature Date
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NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED 10% NOTES TO BE ISSUED
PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND
RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ALL
PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED 10% NOTES DELIVERABLE
TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, up to 30.5% of all reportable payments made to me thereafter will be
withheld until I provide such a number.
Signature Date , 2001
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