EXHIBIT 99.2
LETTER OF TRANSMITTAL
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES B 8 7/8% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
SERIES A 8 7/8% SENIOR NOTES DUE 2011
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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 AP 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 AP 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 B 8 7/8% Senior Notes due
2011 (the "Registered 8 7/8% Notes") for each $1,000 in principal amount of
outstanding Series A 8 7/8% Senior Notes due 2011 (the "Old 8 7/8% Notes"). The
terms of the Registered 8 7/8% Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
8 7/8% Notes for which they may be exchanged pursuant to the Exchange Offer,
except that the Registered 8 7/8% 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 8 7/8% 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 8 7/8% NOTES
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AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S) BY OLD 8 7/8% 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 8 7/8% Notes. See Instruction 2.
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2
This Letter of Transmittal is to be used either if certificates
representing Old 8 7/8% Notes are to be forwarded herewith or if delivery of Old
8 7/8% 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 8 7/8% Notes are not immediately available or who cannot
deliver their Old 8 7/8% Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Old 8 7/8%
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 8 7/8% 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 8 7/8% 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 8 7/8% Notes. If the undersigned is a broker-dealer that will receive
Registered 8 7/8% Notes for its own account in exchange for Old 8 7/8% Notes
that were acquired as a result of market-making activities or other trading
activities (other than Old 8 7/8% Notes acquired directly from the Issuers), it
acknowledges that it will deliver a prospectus in connection with any resale of
such Registered 8 7/8% 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 8 7/8% Notes to be acquired
pursuant to the Exchange Offer, or any broker-dealer who purchased Old 8 7/8%
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.
3
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 8 7/8% Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Old 8 7/8% 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 8 7/8% 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 8 7/8%
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
8 7/8% Notes acquired in exchange for Old 8 7/8% Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
Registered 8 7/8% Notes, whether or not such person is the undersigned; (ii)
neither the holder of such Old 8 7/8% Notes nor any such other person is
engaging in or intends to engage in a distribution of such Registered 8 7/8%
Notes; and (iii) neither the holder of such Old 8 7/8% 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 8 7/8%
Notes issued in exchange for the Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes; and (iii) such
holders have no arrangements with any person to participate in the distribution
of such Registered 8 7/8% 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 8 7/8% Notes. If the undersigned is a
broker-dealer that will receive Registered 8 7/8% Notes for its own account in
exchange for Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes in the Exchange Offer or is not eligible to
participate in the Exchange Offer, elect to have its Old 8 7/8% Notes registered
in the shelf registration described in the Registration Rights Agreement, dated
as of August 21, 2001, among the Issuers, Credit Suisse First Boston Corporation
and Salomon Smith Barney Inc. (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 8 7/8% 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 8 7/8% 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 8 7/8% Notes (and, if
applicable, substitute certificates representing Old 8 7/8% Notes for any Old 8
7/8% Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Old 8 7/8% 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 8 7/8% Notes (and, if applicable, substitute
certificates representing Old 8 7/8% Notes for any Old 8 7/8% Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old 8 7/8% 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 8 7/8%
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD 8 7/8% 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 8 7/8% Notes not exchanged
and/or Registered 8 7/8% 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 8 7/8% 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 8 7/8% Notes and/or Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes not exchanged
and/or Registered 8 7/8% 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 8 7/8% Notes" on this Letter of Transmittal above.
Mail Registered 8 7/8% Notes and/or Old 8 7/8% 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 8 7/8%
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 8 7/8% Notes registered in a shelf registration in
accordance with the Registration Agreement, (ii) elects to have its Old 8 7/8%
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 8 7/8% 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.
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 8 7/8% 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 8 7/8% 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 8 7/8%
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 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% Notes and the amount of Old 8 7/8% 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
8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% Notes to be tendered in the
box above entitled "Description of Old 8 7/8% Notes" under "Principal Amount
Tendered." A reissued certificate representing the balance of nontendered Old 8
7/8% Notes of a tendering holder who physically delivered Old 8 7/8% 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 8 7/8% 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
8 7/8% 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 8 7/8% Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Old 8 7/8% 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 8 7/8% Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Registered 8 7/8% Notes are to be issued, or any untendered Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes are tendered (i) by a
registered holder of Old 8 7/8% 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 8 7/8%
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 8 7/8% Notes should indicate in the applicable box
the name and address to which Registered 8 7/8% Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Old 8 7/8% 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 8 7/8% Notes by book-entry transfer may request that
Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes to them or their order pursuant to the Exchange Offer. If,
however, Registered 8 7/8% Notes and/or substitute Old 8 7/8% 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 8 7/8% Notes tendered
hereby, or if tendered Old 8 7/8% 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 8 7/8% 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 8 7/8% Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Old 8 7/8% Notes for exchange.
Although the Issuers intend to notify holders of defects or irregularities
with respect to tenders of Old 8 7/8% 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 8 7/8% NOTES.
Any holder whose Old 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% Notes to be withdrawn (the
"Depositor"), (ii) identify the Old 8 7/8% Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old 8 7/8% Notes),
(iii) be signed by the holder in the same manner as the original signature on
this Letter of Transmittal by which such Old 8 7/8% 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 8 7/8% Notes were issued register the transfer of such Old 8 7/8% Notes
into the name of the person withdrawing the tender, and (iv) specify the name in
which any such Old 8 7/8% Notes are to be registered, if different from that of
the Depositor. Any Old 8 7/8% Notes so properly withdrawn
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will be deemed not to have been validly tendered for exchange for purposes of
the Exchange Offer. Any Old 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% Notes not properly tendered or any Old 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% 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 8 7/8% Notes. If a holder of
Registered 8 7/8% 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 8 7/8% 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 8 7/8% Notes (including, among others, all
corporations) are not subject to these backup withholding and reporting
requirements. Exempt prospective holders of Registered 8 7/8% 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 8 7/8% 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 8 7/8% Notes, each prospective holder of Registered 8
7/8% 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 8 7/8% 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 8 7/8% Notes. If the Registered 8
7/8% 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 AP EAGLE FINANCE CORP.
- -----------------------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX Social security number(s) or
AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer identification number(s)
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
waiting for a number to be issued to me); (2) I am not subject to backup
FORM W-9 withholding either because I am exempt from backup withholding, I have not been
DEPARTMENT OF THE notified by the Internal Revenue Service (the "IRS") that I am subject to backup
TREASURY withholding as a result of a failure to report all interest or dividends, or the
INTERNAL REVENUE SERVICE IRS has notified me that I am no longer subject to backup withholding; and (3) I
am a U.S. person (including a U.S. resident alien).
-----------------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER Certificate Instructions--You must cross out item (2)
IDENTIFICATION NUMBER (TIN) in Part 2 above if you have been notified by the IRS
that you are subject to backup withholding because of PART 3
underreporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you are subject to backup withholding you receive Awaiting TIN [ ]
another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross
out item (2).
- -----------------------------------------------------------------------------------------------------------------------------
Signature Date
------------------------------------------------------------- -------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED 8 7/8% 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 8 7/8% 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.
- --------------------------------------------------------------------------------
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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