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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
Commission file number 1-13692
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-7000
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
Common Units representing New York Stock Exchange, Inc.
limited partner interests
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
INDICATE BY CHECK MARK WHETHER EACH REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X . NO .
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on November 30, 2001 was approximately
$534,795,272. At November 30, 2001, there were outstanding 37,111,239 Common
Units and 9,891,072 Subordinated Units, each representing limited partner
interests.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2001 are incorporated by
reference in Part II of this Form 10-K.
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TABLE OF CONTENTS
PART I BUSINESS PAGE
Items 1 and 2 Business and Properties...................................................... 2
Item 3 Legal Proceedings............................................................ 11
Item 4 Submission of Matters to a Vote of Security Holders.......................... 11
PART II SECURITIES AND FINANCIAL INFORMATION
Item 5 Market for Registrant's Common Equity and Related Security Holder Matters.... 12
Item 6 Selected Financial Data...................................................... 14
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations................................................................ 15
Item 7A Quantitative and Qualitative Disclosures About Market Risk................... 27
Item 8 Financial Statements and Supplementary Data.................................. 27
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure......................................................... 27
PART III MANAGEMENT AND SECURITY HOLDERS
Item 10 Directors and Executive Officers of the General Partner...................... 27
Item 11 Executive Compensation....................................................... 32
Item 12 Security Ownership of Certain Beneficial Owners and Management............... 41
Item 13 Certain Relationships and Related Transactions............................... 45
PART IV ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.............. 46
Signatures................................................................... 53
Index to Financial Statements and Financial Statement Schedules.............. F-2
(i)
PART I: BUSINESS
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
GENERAL
AmeriGas Partners, L.P. ("AmeriGas Partners") is a publicly traded limited
partnership formed under Delaware law on November 2, 1994. We became the largest
retail propane distributor in the United States based on retail sales volume,
upon completion of the acquisition of the Columbia Propane businesses described
below. We serve approximately 1.3 million residential, commercial, industrial,
agricultural and motor fuel customers from approximately 700 district locations
in 46 states. Our operations are located primarily in the East Coast, Southeast,
Midwest, Mountain Central and West Coast regions of the United States.
We conduct our business principally through our subsidiary, AmeriGas
Propane, L.P. and its subsidiary, AmeriGas Eagle Propane, L.P. (together the
"Operating Partnership"), both Delaware limited partnerships. AmeriGas Eagle
Propane, L.P. has a less-than-one percent minority limited partner. Our common
units, which represent limited partner interests, are traded on the New York
Stock Exchange under the symbol "APU." Our executive offices are located at 460
North Gulph Road, King of Prussia, Pennsylvania 19406, and our telephone number
is (610) 337-7000. In this report, the terms "Partnership" and "AmeriGas
Partners," as well as the terms "our," "we," and "its," are used sometimes as
abbreviated references to AmeriGas Partners, L.P. itself or AmeriGas Partners,
L.P. and its consolidated subsidiaries, including the Operating Partnership.
AmeriGas Propane, Inc. is our general partner (the "General Partner"). The
General Partner is a wholly owned subsidiary of UGI Corporation ("UGI"), a
public company listed on the New York and Philadelphia stock exchanges. Through
various subsidiaries, UGI has been in the propane distribution business for over
40 years. As of December 11, 2001, the General Partner and its subsidiary
Petrolane have an aggregate 50.7% ownership interest in the Partnership. See
Note 1 to the Partnership's Consolidated Financial Statements. The General
Partner is responsible for managing our operations.
We have three co-registrants: AmeriGas Finance Corp., formed on March 13,
1995, AmeriGas Eagle Finance Corp., formed on February 22, 2001 and AP Eagle
Finance Corp., formed on April 12, 2001 (each, a "Finance Corp."). Each Finance
Corp. serves as co-obligor for one of our series of senior notes. Each Finance
Corp. has nominal assets and conducts no business operations. Accordingly, this
report contains no discussion of the results of operations, liquidity or capital
resources of Finance Corp. The Finance Corp. executive offices are located at
460 North Gulph Road, King of Prussia, Pennsylvania 19406; telephone number
(610) 337-7000.
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BUSINESS STRATEGY
Our strategy is to increase market share through acquisitions and internal
growth, leverage our national and local economies of scale and achieve operating
efficiencies through business process improvements. We regularly consider and
evaluate opportunities for growth through the acquisition of local, regional and
national propane distributors. Acquisitions are an important part of our
strategy, because the demand for propane is expected to remain relatively
constant for the foreseeable future, with year-to-year industry volumes being
affected primarily by weather patterns. We may choose to finance future
acquisitions with debt, equity, cash or a combination of the three. We compete
for acquisitions with others engaged in the propane distribution business.
Although we believe there are numerous potential acquisition candidates in the
industry, there can be no assurance that we will find attractive candidates in
the future, or that we will be able to acquire such candidates on economically
acceptable terms. Internal growth will be provided in part from expansion of our
PPX Prefilled Propane Xchange(R) and national accounts programs. In addition, we
believe opportunities also exist to grow our business internally through
marketing programs designed to increase targeted customer segments.
We are implementing a management structure and business process changes
which are designed to improve the efficiency of field operations such as
dispatching delivery trucks, responding to customer calls and handling
administrative functions. We expect these efforts to result in higher customer
and employee satisfaction and lower operating expense as the new structure is
fully implemented over the next few years.
COLUMBIA PROPANE ACQUISITION
On August 21, 2001, AmeriGas Propane, L.P. acquired the propane
distribution businesses of Columbia Energy Group for approximately $202 million
in cash. These businesses were conducted through Columbia Propane Corporation
and its 99% owned subsidiary, Columbia Propane, L.P. Prior to the acquisition,
Columbia Propane, based in Richmond, Virginia, was the seventh largest retail
propane marketer in the United States, selling approximately 308 million gallons
annually from 186 locations in 29 states. Following the acquisition, Columbia
Propane, L.P. changed its name to AmeriGas Eagle Propane, L.P. and Columbia
Propane Corporation changed its name to AmeriGas Eagle Propane, Inc. Both
entities do business under the trade name AmeriGas(R). AmeriGas Propane, L.P.
owns more than 99% of AmeriGas Eagle Propane, L.P. and an unaffiliated third
party retains the remaining interest. See Note 3 to the Partnership's
Consolidated Financial Statements.
GENERAL INDUSTRY INFORMATION
Propane is separated from crude oil during the refining process and also
extracted from natural gas or oil wellhead gas at processing plants. Propane is
normally transported and stored in a liquid state under moderate pressure or
refrigeration for economy and ease of handling in shipping and distribution.
When the pressure is released or the temperature is increased, it is usable as a
flammable gas. Propane is colorless and odorless; an odorant is added to allow
its detection. Propane is clean burning, producing negligible amounts of
pollutants when properly consumed.
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The primary customers for propane are residential, commercial,
agricultural, motor fuel and industrial users to whom natural gas is not readily
available. Propane is typically more expensive than natural gas, competitive
with fuel oil when operating efficiencies are taken into account and, in most
areas, cheaper than electricity on an equivalent energy basis.
PRODUCTS, SERVICES AND MARKETING
As of September 30, 2001, the Partnership distributed propane to
approximately 1.3 million customers from over 700 district locations. The
Partnership's operations are located primarily in the East Coast, Southeast,
Midwest, Mountain Central and West Coast regions of the United States. The
Partnership also sells, installs and services propane appliances, including
heating systems. In certain markets, the Partnership also installs and services
propane fuel systems for motor vehicles. Typically, district locations are found
in suburban and rural areas where natural gas is not available. Districts
generally consist of an office, appliance showroom, warehouse and service
facilities, with one or more 18,000 to 30,000 gallon storage tanks on the
premises. As part of its overall transportation and distribution infrastructure,
the Partnership operates as an interstate carrier in 48 states throughout the
United States. It is also licensed as a carrier in Canada.
The Partnership sells propane primarily to five markets: residential,
commercial/industrial, motor fuel, agricultural and wholesale. Approximately 74%
of the Partnership's fiscal year 2001 sales (based on gallons sold) were to
retail accounts and approximately 26% were to wholesale customers. Sales to
residential customers in fiscal 2001 represented approximately 41% of retail
gallons sold, industrial/commercial customers 37%, motor fuel customers 14%, and
agricultural customers 8%. Residential customers represented 51% of the
Partnership's total propane margin. No single customer accounts for 1% or more
of the Partnership's consolidated revenues.
In the residential market, which includes both conventional and
manufactured housing, propane is used primarily for home heating, water heating
and cooking purposes. Commercial users, which include motels, hotels,
restaurants and retail stores, generally use propane for the same purposes as
residential customers. The PPX Prefilled Propane Xchange program ("PPX(R)")
enables consumers to exchange their empty 20-pound propane grill cylinders for
filled cylinders at various retail locations such as home center and convenience
stores. Sales of our PPX(R) grill cylinders to retailers are included in the
commercial/industrial market. Industrial customers use propane to fire furnaces,
as a cutting gas and in other process applications. Other industrial customers
are large-scale heating accounts and local gas utility customers who use propane
as a supplemental fuel to meet peak load deliverability requirements. As a motor
fuel, propane is burned in internal combustion engines that power over-the-road
vehicles, forklifts and stationary engines. Agricultural uses include tobacco
curing, chicken brooding and crop drying. In its wholesale operations, the
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Partnership principally sells propane to large industrial end-users and other
propane distributors.
Retail deliveries of propane are usually made to customers by means of
bobtail and rack trucks. Propane is pumped from the bobtail truck, which
generally holds 2,400 to 3,000 gallons of propane, into a stationary storage
tank on the customer's premises. The Partnership owns most of these storage
tanks and leases them to its customers. The capacity of these tanks ranges from
approximately 100 gallons to approximately 1,200 gallons.
The Partnership also delivers propane to retail customers in portable
cylinders with capacities of 4 to 24 gallons. Some of these deliveries are made
to the customer's location, where empty cylinders are either picked up for
replenishment or filled in place. The Partnership continues to expand its PPX(R)
program. At September 30, 2001, PPX(R) was available at approximately 16,500
retail locations throughout the country, including approximately 2,200 locations
from Columbia Propane's cylinder exchange business.
PROPANE SUPPLY AND STORAGE
Supplies of propane from the Partnership's sources historically have been
readily available. During the year ended September 30, 2001, the Partnership
purchased approximately 81% of its propane from 10 suppliers, including Dynegy,
Inc. (approximately 22%), Enterprise Products Operating LP (approximately 21%),
and BP (approximately 15%). The availability of propane supply is dependent
upon, among other things, the severity of winter weather and the price and
availability of competing fuels such as natural gas and heating oil. Although no
assurance can be given that supplies of propane will be readily available in the
future, management currently expects to be able to secure adequate supplies
during fiscal year 2002. If supply from major sources were interrupted, however,
the cost of procuring replacement supplies and transporting those supplies from
alternative locations might be materially higher and, at least on a short-term
basis, margins could be affected. Aside from Dynegy, Enterprise Products and BP,
no single supplier provided more than 10% of the Partnership's total propane
supply in fiscal year 2001. In certain market areas, however, some suppliers
provide 70% to 80% of the Partnership's requirements. Disruptions in supply in
these areas could also have an adverse impact on the Partnership's margins.
The Partnership has over 200 sources of supply, and it also makes
purchases on the spot market. The Partnership purchases its propane supplies
from domestic and international suppliers. Over 90% of propane purchases by the
Partnership in fiscal year 2001 were on a contractual basis. These contracts are
generally one- or two-year agreements subject to annual review. More than 90% of
those contracts provided for pricing based upon posted prices at the time of
delivery or the current prices established at major storage points such as Mont
Belvieu, Texas, or Conway, Kansas. In addition, some agreements provided maximum
and minimum seasonal purchase volume guidelines. The percentage of contract
purchases, and the amount of supply contracted for at fixed prices, will vary
from year to year as determined by the General Partner. The Partnership uses a
number of interstate pipelines, as well as railroad tank cars, delivery trucks
and barges, to transport propane from suppliers to storage and distribution
facilities. The Partnership stores propane at facilities in Arizona,
Pennsylvania, Virginia and several other states.
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Because the Partnership's profitability is sensitive to changes in
wholesale propane costs, the Partnership generally seeks to pass on increases in
the cost of propane to customers. There is no assurance, however, that the
Partnership will always be able to pass on product cost increases fully,
particularly when product costs rise rapidly. Product cost increases can be
triggered by periods of severe cold weather, supply interruptions, or other
unforeseen events. The General Partner has adopted supply acquisition and
product price risk management practices to reduce the effect of price volatility
on product costs. These practices currently include the use of summer storage,
forward purchases and derivative commodity instruments such as options and
propane price swaps. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Disclosures."
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The following graph shows the average prices of propane on the propane
spot market during the last five fiscal years at Mont Belvieu, Texas and Conway,
Kansas, two major storage areas.
AVERAGE PROPANE SPOT MARKET PRICES
[AVERAGE PROPANE SPOT MARKET PRICES LINE GRAPH]
LP History
Mont Belvieu Conway
1996 October Avg. Oct-96 51.57 51.53
1996 November Avg. Nov-96 58.05 63.41
1996 December Avg. Dec-96 61.04 84.29
1997 January Avg. Jan-97 47.45 63.39
1997 February Avg. Feb-97 38.71 39.02
1997 March Avg. Mar-97 38.50 37.26
1997 April Avg. Apr-97 34.88 35.26
1997 May Avg. May-97 35.31 36.48
1997 June Avg. Jun-97 34.43 35.86
1997 July Avg. Jul-97 34.91 34.63
1997 August Avg. Aug-97 37.03 36.53
1997 September Avg. Sep-97 38.68 37.95
1997 October Avg. Oct-97 39.83 37.32
1997 November Avg. Nov-97 35.95 35.00
1997 December Avg. Dec-97 33.57 31.36
1998 January Avg. Jan-98 30.07 28.21
1998 February Avg. Feb-98 29.79 28.32
1998 March Avg. Mar-98 27.39 27.84
1998 April Avg. Apr-98 29.06 29.47
1998 May Avg. May-98 27.42 27.82
1998 June Avg. Jun-98 24.42 24.84
1998 July Avg. Jul-98 24.54 24.55
1998 August Avg. Aug-98 24.12 23.87
1998 September Avg. Sep-98 24.83 24.04
1998 October Avg. Oct-98 25.72 24.57
1998 November Avg. Nov-98 24.79 23.20
1998 December Avg. Dec-98 20.89 18.72
1999 January Avg. Jan-99 21.75 19.61
1999 February Avg. Feb-99 22.43 20.58
1999 March Avg. Mar-99 24.10 23.40
1999 April Avg. Apr-99 28.26 27.58
1999 May Avg. May-99 28.31 26.88
1999 June Avg. Jun-99 30.95 28.68
1999 July Avg. Jul-99 37.26 34.62
1999 August Avg. Aug-99 40.51 37.56
1999 September Avg. Sep-99 43.18 42.40
1999 October Avg. Oct-99 45.46 43.39
1999 November Avg. Nov-99 43.44 38.78
1999 December Avg. Dec-99 42.83 35.10
2000 January Avg. Jan-00 56.11 42.32
2000 February Avg. Feb-00 59.72 47.26
2000 March Avg. Mar-00 51.13 47.65
2000 April Avg. Apr-00 46.88 43.64
2000 May Avg. May-00 51.31 50.81
2000 June Avg. Jun-00 55.47 56.22
2000 July Avg. Jul-00 54.88 56.29
2000 August Avg. Aug-00 58.54 63.52
2000 September Avg. Sep-00 64.21 70.95
2000 October Avg. Oct-00 61.82 64.05
2000 November Avg. Nov-00 60.71 60.45
2000 December Avg. Dec-00 77.63 79.75
2001 January Avg. Jan-01 77.27 83.03
2001 February Avg. Feb-01 59.39 63.03
2001 March Avg. Mar-01 54.94 57.12
2001 April Avg. Apr-01 54.37 60.26
2001 May Avg. May-01 51.20 56.90
2001 June Avg. Jun-01 43.17 47.70
2001 July Avg. Jul-01 38.87 43.27
2001 August Avg. Aug-01 41.54 45.71
2001 September Avg. Sep-01 41.67 46.53
COMPETITION
Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. Propane distributors compete for customers
against suppliers of electricity, fuel oil and natural gas, principally on the
basis of price, service, availability and portability. Electricity is a major
competitor of propane, but propane generally enjoys a competitive price
advantage over electricity for space heating, water heating and cooking. Fuel
oil is also a major competitor of propane and is generally less expensive than
propane. Operating efficiencies and other factors such as air quality and
environmental advantages, however, generally make propane competitive with fuel
oil as a heating source. Furnaces and appliances that burn propane will not
operate on fuel oil, and vice versa, and, therefore, a conversion from one fuel
to the other requires the installation of new equipment. Propane serves as an
alternative to natural gas in rural and suburban areas where natural gas is
unavailable or portability of product is required. Natural gas is generally a
less
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expensive source of energy than propane, although in areas where natural gas is
available, propane is used for certain industrial and commercial applications
and as a standby fuel during interruptions in natural gas service. The gradual
expansion of the nation's natural gas distribution systems has resulted in the
availability of natural gas in some areas that previously depended upon propane.
However, natural gas pipelines are not present in many regions of the country
where propane is sold for heating and cooking purposes.
The domestic propane retail distribution business is highly competitive.
The Partnership competes in this business with other large propane marketers,
including other full-service marketers, and thousands of small independent
operators. In recent years, some rural electric cooperatives and fuel oil
distributors have expanded their businesses to include propane distribution and
the Partnership competes with them as well. The ability to compete effectively
depends on supplying customer service, maintaining competitive retail prices and
controlling operating expenses.
Competition can intensify in response to a variety of factors, including
significantly warmer-than-normal weather, higher prices resulting from
extraordinary increases in the cost of propane, and recessionary economic
factors. The Partnership may experience greater than normal customer losses in
certain years when competitive conditions reflect any of these factors.
In the motor fuel market, propane competes with gasoline and diesel fuel.
When gasoline prices are high relative to propane, propane competes effectively.
Wholesale propane distribution is a highly competitive, low margin business.
Propane sales to other retail distributors and large-volume, direct-shipment
industrial end users are price sensitive and frequently involve a competitive
bidding process.
PROPERTIES
As of September 30, 2001, the Partnership owned approximately 75% of its
district locations. In addition, the Partnership subleases three one-million
barrel underground storage caverns in Arizona to store propane and butane for
itself and third parties. The Partnership also leases a 600,000 barrel
refrigerated, above-ground storage facility in California, which could be used
in connection with waterborne imports or exports of propane or butane. The
California facility, which the Partnership operates, is currently subleased to
several refiners for the storage of butane. In Virginia, the Partnership has a
50% indirect equity interest in a 476,000 barrel refrigerated, above-ground
import terminal.
The transportation of propane requires specialized equipment. The trucks
and railroad tank cars utilized for this purpose carry specialized steel tanks
that maintain the propane in a liquefied state. As of September 30, 2001, the
Partnership operated a fleet of approximately 158 transport trucks,
approximately 40% of which were leased. It owned approximately 320 transport
trailers and leased 260 railroad tank cars. In addition, the Partnership fleet
included approximately 3,200 bobtail and rack trucks, and approximately 2,200
other delivery and service vehicles. The vehicle fleet is 65% leased. Other
assets owned at September 30, 2001 included approximately 1.2 million stationary
storage tanks with typical capacities of 100 to 1,000 gallons and approximately
1.9
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million portable propane cylinders with typical capacities of 4 to 100 gallons.
The Partnership also owned more than 9,000 large volume tanks which are used for
its own storage requirements. AmeriGas Propane, L.P. has debt secured by liens
and mortgages on its real and personal property. AmeriGas Propane, L.P. owns
approximately 70% of the Partnership's property, plant and equipment.
TRADE NAMES, TRADE AND SERVICE MARKS
The Partnership markets propane principally under the "AmeriGas(R),"
"America's Propane Company(R)" and "PPX Prefilled Propane Xchange(R)" trade
names and related service marks. UGI owns, directly or indirectly, all the
right, title and interest in the "AmeriGas" and related trade and service marks.
The General Partner owns all right, title and interest in the "America's Propane
Company" and "PPX Prefilled Propane Xchange" trade names and related service
marks. The Partnership has an exclusive (except for use by UGI, AmeriGas, Inc.
and the General Partner), royalty-free license to use these names and trade and
service marks. UGI and the General Partner each have the option to terminate its
respective license agreement (on 12 months prior notice in the case of UGI),
without penalty, if the General Partner is removed as general partner of the
Partnership other than for cause. If the General Partner ceases to serve as the
general partner of the Partnership for cause, the General Partner has the option
to terminate its license agreement upon payment of a fee equal to the fair
market value of the licensed trade names. UGI has a similar termination option,
however, UGI must provide 12 months prior notice in addition to paying the fee.
SEASONALITY
Because many customers use propane for heating purposes, the Partnership's
retail sales volume is seasonal, with approximately 59% of the Partnership's
fiscal year 2001 retail sales volume and approximately 85% of its earnings
before interest expense, income taxes, depreciation and amortization occurring
during the five-month peak heating season from November through March. As a
result of this seasonality, sales are concentrated in the Partnership's first
and second fiscal quarters (October 1 through March 31). Cash receipts are
greatest during the second and third fiscal quarters when customers pay for
propane purchased during the winter heating season.
Sales volume for the Partnership traditionally fluctuates from
year-to-year in response to variations in weather, prices, competition, customer
mix and other factors, such as conservation efforts and general economic
conditions. For historical information on national weather statistics, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
GOVERNMENT REGULATION
The Partnership is subject to various federal, state and local
environmental, safety and transportation laws and regulations governing the
storage, distribution and transportation of propane. These laws include, among
others, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA" or, the
"Superfund Law"), the Clean Air Act, the Occupational Safety and Health Act, the
Emergency
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Planning and Community Right to Know Act, the Clean Water Act and comparable
state statutes. CERCLA imposes joint and several liability on certain classes of
persons considered to have contributed to the release or threatened release of a
"hazardous substance" into the environment without regard to fault or the
legality of the original conduct. Propane is not a hazardous substance within
the meaning of federal and state environmental laws. However, the Partnership
owns and operates real property where such hazardous substances may exist. See
Notes 2 and 11 to the Partnership's Consolidated Financial Statements.
All states in which the Partnership operates have adopted fire safety
codes that regulate the storage and distribution of propane. In some states
these laws are administered by state agencies, and in others they are
administered on a municipal level. The Partnership conducts training programs to
help ensure that its operations are in compliance with applicable governmental
regulations. With respect to general operations, National Fire Protection
Association Pamphlets No. 54 and No. 58, which establish a set of rules and
procedures governing the safe handling of propane, or comparable regulations,
have been adopted as the industry standard in a majority of the states in which
the Partnership operates. The Partnership maintains various permits under
environmental laws that are necessary to operate certain of its facilities, some
of which may be material to the operations of the Partnership. Management
believes that the procedures currently in effect at all of its facilities for
the handling, storage and distribution of propane are consistent with industry
standards and are in compliance in all material respects with applicable
environmental, health and safety laws.
With respect to the transportation of propane by truck, the Partnership is
subject to regulations promulgated under the Federal Motor Carrier Safety Act.
These regulations cover the transportation of hazardous materials and are
administered by the United States Department of Transportation ("DOT"). The
Natural Gas Safety Act of 1968 required the DOT to develop and enforce minimum
safety regulations for the transportation of gases by pipeline. The DOT's
pipeline safety code applies to, among other things, a propane gas system which
supplies 10 or more customers from a single source and a propane gas system any
portion of which is located in a public place. The code requires operators of
all gas systems to provide training and written instructions for employees,
establish written procedures to minimize the hazards resulting from gas pipeline
emergencies, and keep records of inspections and testing.
EMPLOYEES
The Partnership does not directly employ any persons responsible for
managing or operating the Partnership. The General Partner provides these
services and is reimbursed for its direct and indirect costs and expenses,
including all compensation and benefit costs. At September 30, 2001, the General
Partner had approximately 6,300 employees, including approximately 300 temporary
and part-time employees. UGI also performs certain financial and administrative
services for the General Partner on behalf of the Partnership and is reimbursed
by the Partnership for its direct and indirect costs and expenses.
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ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending involving the Partnership,
any of its subsidiaries or any of their properties, and no such proceedings are
known to be contemplated by governmental authorities other than claims arising
in the ordinary course of the Partnership's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the last
fiscal quarter of the 2001 fiscal year.
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PART II: SECURITIES AND FINANCIAL INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON UNITS AND RELATED SECURITY HOLDER MATTERS
Each common unit ("Common Unit") represents a limited partner interest.
The Common Units are listed on the New York Stock Exchange, which is the
principal trading market for such securities, under the symbol "APU." The
following table sets forth, for the periods indicated, the high and low sale
prices per Common Unit, as reported on the New York Stock Exchange Composite
Transactions tape, and the amount of cash distributions paid per Common Unit.
PRICE RANGE CASH
2001 FISCAL YEAR HIGH LOW DISTRIBUTION
Fourth Quarter $24.7500 $18.0500 $0.55
Third Quarter 24.5000 20.0500 0.55
Second Quarter 21.0000 16.6250 0.55
First Quarter 19.5000 15.0625 0.55
PRICE RANGE CASH
2000 FISCAL YEAR HIGH LOW DISTRIBUTION
Fourth Quarter $19.3750 $16.8750 $0.55
Third Quarter 17.4375 14.9375 0.55
Second Quarter 18.5000 14.3750 0.55
First Quarter 19.8750 12.7500 0.55
As of November 30, 2001, there were 1,431 record holders of the
Partnership's Common Units. There is no established public trading market for
the Partnership's subordinated units, representing limited partner interests
("Subordinated Units"). The Partnership makes quarterly distributions to its
partners in an aggregate amount equal to its Available Cash, as defined in the
Amended and Restated Agreement of Limited Partnership of AmeriGas Partners,
L.P., which is filed as an exhibit to this report. Available Cash generally
means, with respect to any fiscal quarter of the Partnership, all cash on hand
at the end of such quarter, plus all additional cash on hand as of the date of
determination resulting from borrowings subsequent to the end of such quarter,
less the amount of cash reserves established by the General Partner in its
reasonable discretion for future cash requirements. Certain reserves are
maintained to provide for the payment of principal and interest under the terms
of the Partnership's debt agreements and other reserves may be maintained to
provide for the proper conduct of the Partnership's business, and to provide
funds for distribution during the next four fiscal quarters. The information
concerning restrictions on distributions required by Item 5 of this report is
incorporated herein by reference to Notes 5 and 6 to the
-12-
Partnership's Consolidated Financial Statements which are incorporated herein by
reference. Distributions of Available Cash to the holders of Subordinated Units
are subject to the prior rights of holders of the Common Units to receive the
Minimum Quarterly Distribution ("MQD") for each quarter during the subordination
period, and to receive any arrearages in the distribution of the MQD on the
Common Units for prior quarters during the subordination period. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
RECENT SALES OF UNREGISTERED SECURITIES
On September 21, 2001, the Partnership announced the sale of 350,000
Common Units to AmeriGas Propane, Inc for $19.81 per unit. The units were issued
on October 5, 2001 in a private transaction in reliance on Section 4(2) of the
Securities Act of 1933.
As previously reported, on August 21, 2001, AmeriGas Partners issued
2,356,953 Common Units to Columbia Energy Group in connection with the
acquisition of the propane distribution businesses of its subsidiary, Columbia
Propane Corporation. The Common Units were issued in exchange for limited
partnership interests in AmeriGas Propane, L.P. which were purchased on the same
day by Columbia Energy Group for $50 million in cash. The issuance of Common
Units was made in reliance on Section 4(2) of the Securities Act of 1933.
In addition, on October 31, 2000, AmeriGas Partners issued 25,993 Common
Units to the owner of propane business assets acquired by AmeriGas Propane, L.P.
in exchange for such assets. The acquired assets had a value of approximately
$500,000. The number of Common Units issued to the seller was based upon the
average closing price for Common Units on the New York Stock Exchange for a
five-day period preceding the closing date of the acquisition. The issuance of
Common Units was made in reliance on Section 4(2) of the Securities Act of 1933.
-13-
ITEM 6. SELECTED FINANCIAL DATA
Year Ended
September 30,
-----------------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(Thousands of dollars, except per unit)
FOR THE PERIOD:
INCOME STATEMENT DATA:
Revenues $1,418,364 $1,120,056 $ 872,535 $ 914,378 $1,077,825
Income before accounting changes $ 53,015 $ 15,196 $ 25,635 $ 21,402 $ 43,980
Cumulative effect of accounting changes (a) 12,494 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income (b) $ 65,509 $ 15,196 $ 25,635 $ 21,402 $ 43,980
========== ========== ========== ========== ==========
Limited partners' interest
in net income $ 64,854 $ 15,044 $ 25,379 $ 21,188 $ 43,540
Income per limited partner
unit - basic and diluted:
Income before accounting changes $ 1.18 $ 0.36 $ 0.61 $ 0.51 $ 1.04
Cumulative effect of accounting changes 0.28 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income (b) $ 1.46 $ 0.36 $ 0.61 $ 0.51 $ 1.04
========== ========== ========== ========== ==========
Cash distributions declared
per limited partner unit $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.20
AT PERIOD END:
BALANCE SHEET DATA:
Current assets $ 230,260 $ 188,845 $ 140,569 $ 133,346 $ 183,091
Total assets 1,496,422 1,258,220 1,196,461 1,217,216 1,318,661
Current liabilities (excluding debt) 238,512 172,501 148,513 144,229 146,449
Total debt 1,005,904 887,234 766,725 718,994 718,728
Minority interests 5,641 2,587 3,380 4,049 5,043
Partners' capital 203,505 155,971 234,041 299,875 397,537
OTHER DATA:
EBITDA (c) $ 208,550 $ 157,588 $ 157,524 $ 151,143 $ 172,377
Capital expenditures (including
capital leases) $ 39,204 $ 30,427 $ 34,577 $ 31,577 $ 24,470
Retail propane gallons sold (millions) 820.8 771.2 783.2 785.3 807.4
Degree days - % (warmer) colder
than normal (d) 2.6 (13.7) (9.9) (8.7) (1.2)
(a) Includes cumulative effect of accounting changes associated with the
Partnership's changes in accounting for tank fee revenue and tank
installation costs and the adoption of Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (see Notes 1 and 4 to Consolidated Financial Statements).
(b) Pro forma net income and net income per limited partner unit after applying
retroactively the changes in accounting for tank installation costs and
tank fee revenue are as follows: 2000 - $14,989 and $0.35; 1999 - $26,091
and $0.62; 1998 - $19,646 and $0.46; 1997 - $43,248 and $1.02,
respectively.
(c) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) should not be considered as an alternative to net income (as
an indicator of operating performance) or as an alternative to cash flow
(as a measure of liquidity or ability to service debt obligations) and is
not a measure of performance of financial condition under accounting
principles generally accepted in the United States but provides additional
information for evaluating the Partnership's ability to declare and pay the
Minimum Quarterly Distribution.
(d) Deviation from average heating degree days during the 30-year period from
1961 to 1990, based upon national weather statistics provided by the
National Oceanic and Atmospheric Administration (NOAA) for 335 airports in
the Continental U.S.
-14-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ANALYSIS OF RESULTS OF OPERATIONS
The following analysis compares the Partnership's results of operations for (1)
the year ended September 30, 2001 ("Fiscal 2001") with the year ended September
30, 2000 ("Fiscal 2000") and (2) Fiscal 2000 with the year ended September 30,
1999 ("Fiscal 1999").
-15-
The following table provides gallon, weather and certain financial information
for the Partnership:
(Millions, except per gallon and percentages)
Year Ended September 30,
-----------------------------------
2001 2000 1999
-------- -------- --------
Gallons sold:
Retail 820.8 771.2 783.2
Wholesale 292.8 258.0 190.6
-------- -------- --------
1,113.6 1,029.2 973.8
======== ======== ========
Revenues:
Retail propane $1,108.4 $ 870.3 $ 709.8
Wholesale propane 214.6 152.7 75.3
Other 95.4 97.1 87.4
-------- -------- --------
$1,418.4 $1,120.1 $ 872.5
======== ======== ========
Total margin $ 582.4 $ 491.8 $ 481.8
EBITDA (a) $ 208.6 $ 157.6 $ 157.5
Operating income $ 133.8 $ 90.2 $ 92.6
Degree days - % colder (warmer)
than normal (b) 2.6% (13.7)% (9.9)%
(a) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) should not be considered as an alternative to net income (as
an indicator of operating performance) or as an alternative to cash flow
(as a measure of liquidity or ability to service debt obligations) and is
not a measure of performance or financial condition under accounting
principles generally accepted in the United States but provides additional
information for evaluating the Partnership's ability to declare and pay
the Minimum Quarterly Distribution.
(b) Deviation from average heating degree days during the 30-year period from
1961 to 1990, based upon national weather statistics provided by the
National Oceanic and Atmospheric Administration ("NOAA") for 335 airports
in the continental U.S.
-16-
FISCAL 2001 COMPARED WITH FISCAL 2000
Retail propane gallons sold increased 49.6 million gallons (6.4%) primarily due
to the effects of colder weather and the impact of acquisitions, including the
acquisition of Columbia Propane Corporation on August 21, 2001 (see "Acquisition
of Columbia Propane" below). Temperatures based upon heating degree days were
2.6% colder than normal in Fiscal 2001 compared to temperatures that were 13.7%
warmer than normal in Fiscal 2000. The greater acquisition and weather-related
sales were reduced by customer conservation resulting from higher product costs
and a slowing U.S. economy. The wholesale price of propane at Mont Belvieu,
Texas, a major U.S. supply point, reached a high of 95 cents per gallon in
Fiscal 2001 compared to a high of 74 cents per gallon during Fiscal 2000.
Total revenues from retail propane sales increased $238.1 million reflecting (1)
a $182.1 million increase as a result of higher average selling prices and (2) a
$56.0 million increase as a result of the higher retail volumes sold. Wholesale
propane revenues increased $61.9 million reflecting higher average prices and
greater sales associated with product cost management activities. Cost of sales
increased $207.7 million as a result of higher per unit propane product costs
and the greater retail and wholesale volumes sold.
Total margin increased $90.6 million due to the impact of higher-than-normal
average retail unit margins and, to a lesser extent, the greater retail propane
volumes sold. Retail propane unit margins in Fiscal 2001 benefited from gains on
derivative hedge instruments and favorably priced supply arrangements.
The significant increase in EBITDA in Fiscal 2001 resulted from the increase in
margin partially offset by a $37.3 million increase in Partnership operating and
administrative expenses. Operating and administrative expenses of the
Partnership were $380.0 million in Fiscal 2001 compared to $342.7 million in
Fiscal 2000. Adjusting prior-year expenses for the impact of the Partnership's
change in accounting for tank installation costs (see "Changes in Accounting"
below), operating and administrative expenses of the Partnership increased $44.3
million. The higher Fiscal 2001 expenses reflect (1) higher employee-related
costs, including greater overtime and incentive compensation costs; (2)
growth-related expenses, including the impact of Columbia Propane and other
acquisitions, and expenses associated with our PPX(R) grill cylinder exchange
business; and (3) higher distribution costs, including vehicle fuel and lease
expense. Depreciation and amortization expense of the Partnership increased $7.4
million reflecting greater depreciation associated with acquisitions and $4.4
million of depreciation expense resulting from the change in accounting for tank
installation costs.
The Partnership's interest expense increased $5.6 million principally as a
result of greater amounts of long-term debt outstanding.
-17-
FISCAL 2000 COMPARED WITH FISCAL 1999
Based upon national heating degree day information, temperatures in Fiscal 2000
were 13.7% warmer than normal and 3.8% warmer than in Fiscal 1999. Retail
volumes of propane sold were 12 million gallons lower, primarily a result of the
warmer weather's effect on residential heating gallons and a decline in
agricultural gallons as a result of a poor crop drying season. Partially
offsetting these decreases were higher motor fuel sales, reflecting the
continuing effects of our expanding National Accounts program, the volume impact
of PPX(R), and acquisition-related volume increases.
Total revenues from retail propane sales increased $160.5 million in Fiscal 2000
due to higher average selling prices. The higher average selling prices resulted
from significantly higher propane product costs. Wholesale propane revenues
increased $77.4 million reflecting (1) a $50.7 million increase as a result of
higher average wholesale prices and (2) a $26.7 million increase as a result of
higher wholesale volumes sold. Nonpropane revenues increased $9.7 million in
Fiscal 2000 reflecting higher customer fees, hauling, and PPX(R) cylinder sales
revenue. Cost of sales increased $237.5 million primarily as a result of the
higher propane product costs and greater wholesale volumes sold.
Total margin increased $10.0 million in 2000 due to (1) greater volumes sold to
higher margin PPX(R) customers; (2) slightly higher average retail unit margins;
and (3) an increase in total margin from customer fees, and ancillary sales and
services.
EBITDA in Fiscal 2000 was comparable to Fiscal 1999 as the increases in total
margin and higher other income were offset by higher operating expenses. Other
income increased $3.1 million due to, among other things, higher income from
sales of assets and higher finance charge income. Operating expenses of the
Partnership were $342.7 million in Fiscal 2000 compared with $329.6 million in
Fiscal 1999 reflecting incremental expenses from growth and operational
initiatives and higher vehicle fuel costs. Our growth and operational
initiatives in Fiscal 2000 included significantly expanding PPX(R), acquiring
retail propane businesses, and developing and implementing more efficient
methods of operating the business. Although EBITDA in Fiscal 2000 was about
equal to Fiscal 1999, operating income declined $2.4 million reflecting high
PPX(R) and acquisition-related charges for depreciation and amortization.
The Partnership's interest expense increased $8.2 million in Fiscal 2000
primarily as a result of higher levels of long-term debt outstanding and higher
average Bank Credit Agreement borrowings.
FINANCIAL CONDITION AND LIQUIDITY
ACQUISITION OF COLUMBIA PROPANE
On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired the
propane distribution businesses of Columbia Energy Group ("Columbia Propane
Businesses") in a series of
-18-
equity and asset purchases pursuant to the terms of the Purchase Agreement dated
January 30, 2001 and Amended and Restated August 7, 2001 ("Columbia Purchase
Agreement") by and among Columbia Energy Group ("CEG"), Columbia Propane
Corporation ("Columbia Propane"), Columbia Propane, L.P. ("CPLP"), CP Holdings,
Inc., AmeriGas Partners, AmeriGas OLP, and the General Partner. The acquired
businesses comprised the seventh largest retail marketer of propane in the
United States with annual sales of over 300 million gallons from locations in 29
states. The acquired businesses were principally conducted through Columbia
Propane and its approximate 99% owned subsidiary, CPLP (referred to after the
acquisition as "Eagle OLP"). AmeriGas OLP acquired substantially all of the
assets of Columbia Propane, including an indirect 1% general partner interest
and an approximate 99% limited partnership interest in Eagle OLP.
The purchase price of the Columbia Propane Businesses consisted of $201.8
million in cash. In addition, AmeriGas OLP agreed to pay CEG for the amount of
working capital, as defined, in excess of $23 million. The Columbia Purchase
Agreement also provided for the purchase by CEG of limited partnership interests
in AmeriGas OLP valued at $50 million for $50 million in cash, which interests
were exchanged for 2,356,953 Common Units of AmeriGas Partners having an
estimated fair value of $54.4 million. Concurrently with the acquisition,
AmeriGas Partners issued $200 million of 8 7/8% Senior Notes due 2011, the net
proceeds of which were contributed to AmeriGas OLP to finance the acquisition of
the Columbia Propane Businesses, to fund related fees and expenses, and to repay
debt outstanding under AmeriGas OLP's Bank Credit Agreement.
The operating results of the Columbia Propane Businesses are included in our
consolidated results from August 21, 2001. For further information on the
acquisition of the Columbia Propane Businesses, see Note 3 to Consolidated
Financial Statements.
CAPITALIZATION AND LIQUIDITY
The Partnership's debt outstanding at September 30, 2001 totaled $1,005.9
million. Included in this amount is $20 million of debt outstanding under
AmeriGas OLP's Acquisition Facility.
In October 2000, AmeriGas Partners issued 2,300,000 Common Units in a public
offering. The net proceeds from the Common Unit offering and related capital
contributions from the General Partner of $40.6 million were used to reduce
AmeriGas OLP Bank Credit Agreement indebtedness and for working capital
purposes. On October 5, 2001, subsequent to year end, AmeriGas Partners sold
350,000 Common Units to the General Partner. On December 11, 2001, AmeriGas
Partners sold 1,843,047 Common Units in an underwritten public offering. The
proceeds of these sales and related capital contributions from the General
Partner of approximately $45.3 million were contributed to AmeriGas OLP and used
to reduce Bank Credit Agreement borrowings and for working capital purposes. In
November 2001, AmeriGas Partners redeemed $15 million of its 10 1/8 % Senior
Notes at a redemption price of 103.375%.
On April 4, 2001, AmeriGas Partners issued $60 million face value of 10% Senior
Notes due April 2006. The proceeds of these notes were contributed to AmeriGas
OLP and used to (1) repay revolving loans under AmeriGas OLP's Bank Credit
Agreement and (2) fund a portion of
-19-
AmeriGas OLP's scheduled April 2001 $58 million principal repayment of its First
Mortgage Notes. In August 2001, AmeriGas Partners issued $200 million of 8 7/8%
Senior Notes due 2011 to finance the acquisition of the Columbia Propane
Businesses and related fees and expenses, and to repay debt outstanding under
AmeriGas OLP's Bank Credit Agreement.
AmeriGas OLP's Bank Credit Agreement consists of (1) a $100 million Revolving
Credit Facility and (2) a $75 million Acquisition Facility. The Revolving Credit
Facility may be used for working capital and general purposes of AmeriGas OLP.
There were no borrowings outstanding under this facility at September 30, 2001.
AmeriGas OLP's borrowing needs are seasonal, and are typically greatest during
the fall and early winter months due to higher working capital needs entering
the winter heating season. AmeriGas OLP may borrow under its Acquisition
Facility to finance the purchase of propane businesses or propane business
assets. In addition, up to $30 million of the Acquisition Facility may be used
for working capital purposes. The Acquisition Facility operates like a revolving
facility. Loans outstanding under the Acquisition Facility at September 30, 2001
were $20 million. The Acquisition Facility and the Revolving Credit Facility
expire September 15, 2002. The Partnership intends to renew these facilities
prior to their expiration.
AmeriGas OLP also has a credit agreement with the General Partner to borrow up
to $20 million on an unsecured, subordinated basis, for working capital and
general purposes. UGI has agreed to contribute up to $20 million to the General
Partner to fund such borrowings.
The Partnership must maintain certain financial ratios in order to borrow under
the Bank Credit Agreement including a minimum interest coverage ratio and a
maximum debt to EBITDA ratio. The Partnership's ratios calculated as of
September 30, 2001 permit it to borrow up to the maximum amount available. For a
more detailed discussion of the Partnership's credit facilities, see Note 6 to
Consolidated Financial Statements.
The Partnership's management believes that cash flow from operations and Bank
Credit Agreement borrowings will be sufficient to satisfy its liquidity needs in
Fiscal 2002.
PARTNERSHIP DISTRIBUTIONS
Since its formation in 1995, the Partnership has paid the MQD on all limited
partner units outstanding. The amount of Available Cash needed annually to pay
the MQD on all units and the general partner interests in Fiscal 2001, 2000 and
1999 was approximately $99 million, $94 million and $94 million, respectively.
Based upon the number of Common and Subordinated units outstanding on September
30, 2001, as adjusted for the 350,000 Common Units issued to the General Partner
on October 5, 2001 and the 1,843,047 Common Units sold to the public on December
11, 2001, the amount of Available Cash needed annually to pay the MQD on all
units and the general partner interests is approximately $110 million. A
reasonable proxy for the amount of cash available for distribution that is
generated by the Partnership can be calculated by subtracting from the
Partnership's EBITDA (1) cash interest expense and (2) capital expenditures
needed to maintain operating capacity. Partnership distributable cash flow as
calculated for Fiscal 2001, 2000 and 1999 is as follows:
-20-
Year Ended September 30, 2001 2000 1999
- --------------------------------------------------------------------------------
(Millions of dollars)
EBITDA $ 208.6 $ 157.6 $ 157.5
Cash interest expense (a) (82.0) (76.7) (68.3)
Maintenance capital expenditures (17.8) (11.6) (11.1)
- --------------------------------------------------------------------------------
Distributable cash flow $ 108.8 $ 69.3 $ 78.1
================================================================================
(a) Interest expense adjusted for noncash items.
Although distributable cash flow is a reasonable estimate of the amount of cash
generated by the Partnership, it does not reflect the impact of changes in
working capital, which can significantly affect cash available for distribution,
and is not a measure of performance or financial condition under accounting
principles generally accepted in the United States but provides additional
information for evaluating the Partnership's ability to declare and pay the MQD.
Although the levels of distributable cash flow in Fiscal 2000 and 1999 were less
than the full MQD, cash from borrowings in each of these years was more than
sufficient to permit the Partnership to pay the full MQD. The ability of the
Partnership to pay the MQD on all units depends upon a number of factors. These
factors include (1) the level of Partnership earnings; (2) the cash needs of the
Partnership's operations (including cash needed for maintaining and increasing
operating capacity); (3) changes in operating working capital; and (4) the
Partnership's ability to borrow under its Bank Credit Agreement, to refinance
maturing debt and to increase its long-term debt. Some of these factors are
affected by conditions beyond our control including weather, competition in
markets we serve, and the cost of propane.
The Partnership's ability to attain the cash-based performance and distribution
requirements necessary to convert to Common Units the remaining 9,891,072
Subordinated Units held by the General Partner depends upon a number of factors,
including highly seasonal operating results, changes in working capital, asset
sales and debt refinancings. Due to the historical quarterly requirements of the
conversion test, the possibility is remote that the Partnership will satisfy the
cash-based performance requirements of conversion any earlier than in respect of
the quarter ending September 30, 2002.
CASH FLOWS
OPERATING ACTIVITIES. Cash flow from operating activities was $153.0 million in
Fiscal 2001 compared to $61.5 million in Fiscal 2000 reflecting the improved
Fiscal 2001 results and increased cash flow from changes in working capital. In
Fiscal 2001, changes in operating working capital provided $22.3 million of
operating cash flow. In Fiscal 2000, changes in operating working capital
required $19.2 million primarily reflecting changes in inventories and accounts
receivable partially offset by changes in accounts payable. Cash flow before
changes in operating working capital increased to $130.7 million in Fiscal 2001
from $80.7 million in Fiscal
-21-
2000 reflecting the improved operating performance.
INVESTING ACTIVITIES. Cash spent for property, plant and equipment totaled $37.9
million in Fiscal 2001 (including maintenance capital expenditures of $17.8
million) compared with $30.4 million in Fiscal 2000 (including maintenance
capital expenditures of $11.6 million). The increase reflects expenditures
relating to tank installation costs resulting from the Partnership's change in
accounting. In Fiscal 2001, we spent $205.6 million in conjunction with
acquisitions, principally the Partnership's acquisition of Columbia Propane,
compared to $55.6 million in Fiscal 2000.
FINANCING ACTIVITIES. We paid the MQD on all Common Units and Subordinated
units, as well as the general partner interests, totaling $99.6 million and
$94.3 million in Fiscal 2001 and Fiscal 2000, respectively. During Fiscal 2001,
AmeriGas Partners received $39.8 million in cash from the sale of 2,300,000
Common Units in October 2000, and $50.0 million from the sale of limited partner
interests to CEG. These interests were exchanged for 2,356,953 AmeriGas Partners
Common Units in accordance with the Columbia Purchase Agreement. Concurrently
with the acquisition of Columbia Propane, AmeriGas Partners issued $200 million
of 8 7/8% Senior Notes due 2011, the net proceeds of which were used to fund the
acquisition of Columbia Propane and related costs and expenses, and to repay
debt under AmeriGas OLP's Bank Credit Agreement. During Fiscal 2001, AmeriGas
Partners issued $60 million face value of Senior Notes and made long-term debt
repayments of $110.8 million.
CHANGES IN ACCOUNTING
Effective October 1, 2000 (1) the Partnership adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivatives and Hedging
Activities" ("SFAS 133"); (2) applied the guidance of SEC Staff Accounting
Bulletin No. 101 entitled "Revenue Recognition" ("SAB 101") with respect to its
nonrefundable tank fees; and (3) changed its method of accounting for costs to
install Partnership-owned tanks at customer locations. The net effect of these
accounting changes on prior periods resulted in a $12.5 million cumulative
effect increase in 2001 net income (equal to $0.28 per limited partner unit)
which is reflected on the 2001 Consolidated Statement of Operations as
"Cumulative effect of accounting changes."
The adoption of SFAS 133 resulted in a cumulative effect decrease to net income
of $0.7 million and a cumulative effect increase to accumulated other
comprehensive income of $8.9 million. The increase to accumulated other
comprehensive income represents the fair value of derivative instruments
qualifying and designated as cash flow hedges on October 1, 2000.
The application of SAB 101 resulted in cumulative effect decrease to net income
of $6.0 million representing the impact on prior periods resulting from the
change in the Partnership's method of recognizing revenue associated with
nonrefundable fees for installed Partnership-owned tanks. Prior to the change in
accounting method, such fees, which are generally billed annually, were recorded
as revenue when billed. The Partnership now records such nonrefundable fees as
revenue on a straight-line basis over one year.
-22-
In order to better match the costs of installing Partnership-owned tanks at
customer locations with their period of benefit, the Partnership changed its
method of accounting for tank installation costs. Previously, costs to install
Partnership-owned tanks were expensed as incurred. Under the new method of
accounting, such costs are capitalized and amortized over the estimated period
of benefit not exceeding ten years. The change in accounting for tank
installation costs resulted in a cumulative effect increase to net income of
$19.2 million representing the impact on prior periods resulting from the
accounting change. Although this change in accounting resulted in a $5.1 million
increase in Partnership EBITDA because costs to install such tanks are now
capitalized and amortized, it did not have a material impact on operating income
in Fiscal 2001. For a detailed discussion of these changes in accounting, see
Note 4 to Consolidated Financial Statements.
MARKET RISK DISCLOSURES
Our primary financial market risks include commodity prices for propane and
interest rates on borrowings.
Price risk associated with fluctuations in the prices the Partnership pays for
propane are principally a result of market forces reflecting changes in supply
and demand. The Partnership's profitability is sensitive to changes in propane
supply costs, and the Partnership generally attempts to pass on increases in
such costs to customers. The Partnership may not, however, always be able to
pass through product cost increases fully, particularly when product costs rise
rapidly. In order to manage a portion of the Partnership's propane market price
risk, we use contracts for the forward purchase or sale of propane, propane
fixed-price supply agreements, and over-the-counter derivative commodity
instruments including price swap and option contracts. Although we use
derivative financial and commodity instruments to reduce market price risk
associated with forecasted transactions, we do not use derivative financial and
commodity instruments for speculative or trading purposes.
Over-the-counter derivative commodity instruments utilized by the Partnership to
hedge forecasted purchases of propane are generally settled at expiration of the
contract. In order to minimize credit risk associated with these contracts, we
carefully monitor established credit limits with the contract counterparties.
The Partnership has both fixed-rate and variable-rate debt. Changes in interest
rates impact the cash flows of variable-rate debt but generally do not impact
its fair value. Conversely, changes in interest rates impact the fair value of
fixed-rate debt but do not impact their cash flows.
Our variable rate debt includes borrowings under AmeriGas OLP's Bank Credit
Agreement. These debt agreements have interest rates that are generally indexed
to short-term market interest rates. At September 30, 2001 and 2000, combined
borrowings outstanding under these agreements totaled $20 million and $100
million, respectively. Based upon weighted average borrowings outstanding under
these agreements during Fiscal 2001 and Fiscal 2000, an increase
-23-
in short-term interest rates of 100 basis points (1%) would have increased our
interest expense in both years by $0.9 million.
The remainder of our debt outstanding is subject to fixed rates of interest. A
100 basis point increase in market interest rates would result in decreases in
the fair value of this fixed rate debt of $47.5 million and $34.7 million at
September 30, 2001 and 2000, respectively. A 100 basis point decrease in market
interest rates would result in increases in the fair market value of this debt
of $51.2 million and $37.2 million at September 30, 2001 and 2000, respectively.
Our long-term debt is typically issued at fixed rates of interest based upon
market rates for debt having similar terms and credit ratings. As these
long-term debt issues mature, we may refinance such debt with new debt having
interest rates reflecting then-current market conditions. This debt may have an
interest rate that is more or less than the refinanced debt. In order to reduce
interest rate risk associated with forecasted issuances of fixed-rate debt, we
generally enter into interest rate protection agreements.
The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at September 30, 2001 and 2000. It also
includes the changes in fair value that would result if there were an adverse
change in (1) the market price of propane of 10 cents per gallon and (2)
interest rates on ten-year U.S. treasury notes of 100 basis points:
- --------------------------------------------------------------------------------
Change in
Fair Value Fair Value
- --------------------------------------------------------------------------------
(Millions of dollars)
September 30, 2001
Propane commodity price risk $ (10.5) $ (19.3)
Interest rate risk (3.0) (2.1)
September 30, 2000
Propane commodity price risk $ 6.5 $ (10.5)
Interest rate risk 2.5 (3.9)
- --------------------------------------------------------------------------------
Because the Partnership's derivative instruments generally qualify as hedges
under SFAS 133, we expect that changes in the fair value of derivative
instruments used to manage propane price or interest rate risk would be
substantially offset by gains on the associated underlying transactions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") recently issued SFAS No. 141,
"Business Combinations" ("SFAS 141"); SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"); SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"); and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144").
-24-
SFAS 141 addresses financial accounting and reporting for business combinations.
Under SFAS 141, all business combinations initiated after June 30, 2001 are
required to be accounted for using the purchase method of accounting. Among
other provisions, SFAS 141 establishes specific criteria for the recognition of
intangible assets separate from goodwill acquired in a purchase business
combination. Although SFAS 141 supersedes Accounting Principles Board ("APB")
Opinion No. 16, "Business Combinations" and SFAS No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises," it does not change many
of their provisions relating to the application of the purchase method. The
Partnership has historically accounted for business combinations using the
purchase method and, therefore, SFAS 141 is not expected to have a material
impact on the Partnership.
SFAS 142 addresses the financial accounting and reporting for acquired goodwill
and other intangible assets and supersedes APB Opinion No. 17, "Intangible
Assets." SFAS 142 addresses the financial accounting and reporting for
intangible assets acquired individually or with a group of other assets
(excluding those acquired in a business combination) at acquisition and also
addresses the financial accounting and reporting for goodwill and other
intangible assets subsequent to their acquisition. Under SFAS 142, an intangible
asset will be amortized over its useful life unless that life is determined to
be indefinite. Goodwill and other intangible assets with indefinite lives will
be tested for impairment at least annually.
The Partnership adopted SFAS 142 effective October 1, 2001. Although there is no
effect on the Partnership's cash flows, the Partnership's amortization expense
in Fiscal 2001 would have been approximately $23.8 million lower, and its net
income approximately $23.6 million higher, if SFAS 142 had been effective
October 1, 2000.
SFAS 142 requires the Partnership to test goodwill for impairment within six
months of adoption. Based upon the fair value of AmeriGas Partners, we do not
believe the Partnership's goodwill is impaired.
SFAS 143 addresses financial accounting and reporting for legal obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred with a corresponding increase in the carrying value of the related
asset. Entities shall subsequently charge the retirement cost to expense using a
systematic and rational method over the related asset's useful life and adjust
the fair value of the liability resulting from the passage of time through
charges to interest expense. The Partnership is required to adopt SFAS 143
effective October 1, 2002. The Partnership is currently in the process of
evaluating the impact SFAS 143 will have on its financial condition and results
of operations.
SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and the
accounting and reporting provisions of APB No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," as
it relates to the disposal of a segment of a business. SFAS 144 establishes a
single accounting model for long-lived assets to be disposed of based upon the
-25-
framework of SFAS 121, and resolves significant implementation issues of SFAS
121. SFAS 144 is effective for the Partnership on October 1, 2002. The
Partnership believes that the adoption of SFAS 144 will not have a material
impact on its financial position or results of operations.
FORWARD-LOOKING STATEMENTS
Information contained above in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Report on
Form 10-K may contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such statements use forward-looking words such as "believe," "plan,"
"anticipate," "continue," "estimate," "expect," "may," "will," or other similar
words. These statements discuss plans, strategies, events or developments that
we expect or anticipate will or may occur in the future.
A forward-looking statement may include a statement of the assumptions or bases
underlying the forward-looking statement. We believe that we have chosen these
assumptions or bases in good faith and that they are reasonable. However, we
caution you that actual results almost always vary from assumed facts or bases,
and the differences between actual results and assumed facts or bases can be
material, depending on the circumstances. When considering forward-looking
statements, you should keep in mind the following important factors which could
affect our future results and could cause those results to differ materially
from those expressed in our forward-looking statements: (1) adverse weather
conditions resulting in reduced demand; (2) price volatility and availability of
propane, and the capacity to transport to market areas; (3) changes in laws and
regulations, including safety, tax and accounting matters; (4) large supplier or
customer defaults, (5) competitive pressures from the same and alternative
energy sources; (6) liability for environmental claims; (7) customer
conservation measures and improvements in energy efficiency and technology
resulting in reduced demand; (8) adverse labor relations; (9) inability to make
business acquisitions on economically acceptable terms; (10) liability for
personal injury and property damage arising from explosions and other
catastrophic events resulting from operating hazards and risks incidental to
transporting, storing and distributing propane, butane and ammonia, including
liability in excess of insurance coverage; (11) political, regulatory and
economic conditions in the United States and in foreign countries; and (12)
interest rate fluctuations and other capital market conditions.
These factors are not necessarily all of the important factors that could cause
actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. We undertake no obligation to
update publicly any forward-looking statement whether as a result of new
information or future events.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
"Quantitative and Qualitative Disclosures About Market Risk" are contained
in Management's Discussion and Analysis of Financial Condition and Results of
Operations under the caption "Market Risk Disclosures" and are incorporated here
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and financial statement schedules referred to in
the index contained on pages F-2 and F-3 of this report are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III: MANAGEMENT AND SECURITY HOLDERS
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
We do not directly employ any persons responsible for managing or
operating the Partnership. The General Partner and UGI provide such services and
are reimbursed for direct and indirect costs and expenses including all
compensation and benefit costs. See "Certain Relationships and Related
Transactions" and Note 12 to the Partnership's Consolidated Financial
Statements.
The Board of Directors of the General Partner established a committee (the
"Audit Committee") consisting of three individuals, currently, Messrs. Marrazzo,
Van Dyck and Vincent, who are neither officers nor employees of the General
Partner or any affiliate of the General Partner. The Audit Committee has the
authority to review, at the request of the General Partner, specific matters as
to which the General Partner believes there may be a conflict of interest, in
order to determine if the resolution of such conflict is fair and reasonable to
the Partnership. In addition, the Audit Committee acts on behalf of the Board of
Directors in fulfilling its responsibility to:
- oversee the financial reporting process and the adequacy of controls
relative to financial and business risk;
- monitor the independence of the Partnership's independent public
accountants and the performance of the independent public
accountants and internal audit staff;
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- provide a means for open communication among the independent public
accountants, management, internal audit staff and the Board of
Directors; and
- recommend to the Board of Directors the engagement of the
independent public accountants to conduct the annual audit of the
Partnership's consolidated financial statements.
DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The following table sets forth certain information with respect to the
directors and executive officers of the General Partner. Directors are elected
annually by AmeriGas, Inc. as the sole shareholder of the General Partner.
AmeriGas, Inc. is a wholly owned subsidiary of UGI. Executive officers are
elected for one-year terms. There are no family relationships between any of the
directors or any of the executive officers or between any of the executive
officers and any of the directors.
NAME AGE POSITION WITH THE GENERAL PARTNER
Lon R. Greenberg 51 Chairman, Director
Eugene V. N. Bissell 48 President, Chief Executive Officer
and Director
Thomas F. Donovan 68 Director
Richard C. Gozon 63 Director
William J. Marrazzo 52 Director
James W. Stratton 65 Director
Stephen A. Van Dyck 58 Director
Roger B. Vincent 56 Director
Martha B. Lindsay 49 Vice President - Finance and Chief
Financial Officer
Brendan P. Bovaird 53 Vice President and General Counsel
Richard R. Eynon 54 Controller and Chief Accounting Officer
-28-
R. Paul Grady 48 Senior Vice President - Operations and
Chief Operating Officer
William D. Katz 48 Vice President - Human Resources
Robert H. Knauss 48 Vice President - Law, Associate General
Counsel and Corporate Secretary
David L. Lugar 44 Vice President - Supply and Logistics
Carey M. Monaghan 50 Vice President - Business
Transformation and Marketing
Mr. Greenberg is a director (since 1994) and Chairman of the General
Partner. He previously served as President and Chief Executive Officer of the
General Partner (1996 to 2000). He is also a director (since 1994) and Chairman
(since 1996), Chief Executive Officer (since 1995), and President (since 1994)
of UGI, having been Senior Vice President - Legal and Corporate Development of
UGI (1989 to 1994). Mr. Greenberg previously served as Vice President and
General Counsel of AmeriGas, Inc. (1984 to 1994). He also serves as a director
of UGI Utilities, Inc.
Mr. Bissell is President, Chief Executive Officer and a director of the
General Partner (since July 2000). He previously served as Senior Vice President
- - Sales and Marketing of the General Partner (1999 to 2000), having served as
Vice President - Sales and Operations (1995 to 1999). Previously, he was Vice
President - Distributors and Fabrication, BOC Gases (1995), having been Vice
President - National Sales (1993 to 1995) and Regional Vice President Southern
Region for Distributor and Cylinder Gases Division, BOC Gases (1989 to 1993).
From 1981 to 1987, Mr. Bissell held various positions with UGI and its
subsidiaries, including Director, Corporate Development. Mr. Bissell is
currently President-Elect and a member of the Board of Directors of the National
Propane Gas Association, the national trade association of the propane industry.
Mr. Donovan was elected a director of the General Partner on April 25,
1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position
he had held since 1988. He also serves as a director of UGI Corporation, UGI
Utilities, Inc., and Nuclear Electric Insurance Ltd.
Mr. Gozon was elected a director of the General Partner on February 24,
1998. He is Executive Vice President of Weyerhaeuser Company (an integrated
forest products company), a position he has held since 1994. Mr. Gozon was
formerly Director (1984 to 1993), President and Chief Operating Officer of Alco
Standard Corporation (a provider of paper and office products) (1988 to 1993);
Executive Vice President and Chief Operating Officer (1987); Vice President
(1982 to 1988); and President (1979 to 1987) of Paper Corporation of America. He
also serves as
-29-
a director of UGI Corporation, UGI Utilities, Inc., AmeriSource Bergen Corp.,
and Triumph Group, Inc.
Mr. Marrazzo was elected a director of the General Partner on April 23,
2001. He is Chief Executive Officer and President of WHYY, Inc., a public
television and radio company in the nation's fourth largest market (since 1997).
Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc.
(1988-1997); Water Commissioner for the Philadelphia Water Department
(1971-1988) and Managing Director for the City of Philadelphia (1983). He also
serves as a director of Tenet Health Corp.-Hahnemann University Hospital.
Mr. Stratton was elected a director of the General Partner on April 25,
1995. He has been the Chairman, Chief Executive Officer and a director of
Stratton Management Company (investment advisory and financial consulting firm)
since 1972. He has also been Chairman and a director of EFI, a financial
services firm (since 1979). In addition, Mr. Stratton is a director of UGI
Corporation, UGI Utilities, Inc., Stratton Growth Fund, Inc., Stratton Monthly
Dividend REIT Shares, Inc., Stratton Small-Cap Value Fund, Teleflex, Inc. and
BE&K, Inc.
Mr. Van Dyck was elected a director of the General Partner on June 15,
1995. He is Chairman of the Board and Chief Executive Officer of Maritrans Inc.
(since 1987), the nation's largest independent marine transporter of petroleum.
He also serves as Chairman of the Board of West of England Mutual Insurance
Association.
Mr. Vincent was elected a director of the General Partner on January 8,
1998. He is President of Springwell Corporation, a corporate finance advisory
firm (since 1989). Mr. Vincent served in various capacities at Bankers Trust
Company (1971 to 1989), including managing director (1984 to 1989). He is also a
trustee of the GCG Trust of the Golden American Life Insurance Company,
management investment company and a subsidiary of the ING Group.
Ms. Lindsay was elected Vice President - Finance and Chief Financial
Officer of the General Partner on January 5, 1998. She previously served as Vice
President and Treasurer (1994 to 1997) and as Treasurer (1994) of Tambrands
Inc., a manufacturer of personal products. Prior to 1994, Ms. Lindsay held the
positions of Director of Business Development (1987 to 1989) and Assistant
Treasurer (1990 to 1993) at Tambrands Inc.
Mr. Bovaird is Vice President and General Counsel of the General Partner
(since 1995). He is also Vice President and General Counsel of UGI Corporation,
UGI Utilities, Inc. and AmeriGas, Inc. (since 1995). Mr. Bovaird previously
served as Division Counsel and Member of the Executive and Operations Committees
of Wyeth-Ayerst International Inc. (1992 to 1995) and Senior Vice President,
General Counsel and Secretary of Orion Pictures Corporation (1990 to 1991).
Mr. Eynon was elected Controller and Chief Accounting Officer of the
General Partner on January 5, 1998. Prior to his election, Mr. Eynon was
Controller of the General Partner (March 1997 to January 1998) and Assistant
Controller of UGI Corporation (1985 to 1997). Previously, he was a Senior
Manager with Price Waterhouse (now known as PriceWaterhouseCoopers).
-30-
Mr. Grady is Senior Vice President - Operations of the General Partner
(since October 1999) and Chief Operating Officer (since July 2000), having
served as Vice President - Sales and Operations (1995 to 1999). Previously, he
was Vice President - Corporate Development of UGI (1994 to 1995), and Director,
Corporate Development (1990 to 1994). Mr. Grady was Director, Corporate
Development Services of Campbell Soup Company (1985 to 1990). Mr. Grady is
currently Vice Chairman - Marketers of the Propane Education Research Council,
which promotes propane as a preferred energy source.
Mr. Katz is Vice President - Human Resources of the General Partner (since
December 1999), having served as Vice President - Corporate Development (1996 to
1999). Previously, he was Vice President - Corporate Development of UGI (1995 to
1996). Prior to joining UGI, Mr. Katz was Director of Corporate Development with
Campbell Soup Company for over five years. He also practiced law for
approximately 10 years, first with the firm of Jones, Day Reavis & Pogue, and
later in the Legal Department at Campbell Soup Company.
Mr. Knauss is Vice President - Law and Associate General Counsel of the
General Partner (since 1996), having served as Corporate Secretary (since 1994)
and Group Counsel - Propane (1989 to 1996) of UGI. He joined UGI as Associate
Counsel in 1985. Before joining UGI, Mr. Knauss was an associate at the firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia.
Mr. Lugar is Vice President - Supply and Logistics of the General Partner
(since September 2000). Previously, he served as Director - NGL Marketing for
Conoco, Inc., where he spent 20 years in increasingly responsible positions in
propane marketing, operations, and supply.
Mr. Monaghan is Vice President - Business Transformation and Marketing of
the General Partner (since May 2000). Prior to joining AmeriGas Partners, he was
Vice President-General Manager, Dry Soup for Campbell Soup Company (since 1997),
where he also served as a Business Director and General Manager of a number of
Campbell Soup Divisions for almost 10 years.
-31-
ITEM 11. EXECUTIVE COMPENSATION
The following table shows cash and other compensation paid or accrued to
the General Partner's Chief Executive Officer and each of its four other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.
- -------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
- -------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
- ------------------------------------------------------------------------------------------------------
OTHER
ANNUAL SECURITIES
COMPEN- RESTRICTED UNDERLYING
NAME AND PRINCIPAL FISCAL SATION STOCK OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY BONUS (1) (2) AWARDS (3) SARS (5) PAYOUTS (6) COMPENSATION (4)
- -------------------------------------------------------------------------------------------------------------------------
Eugene V.N. Bissell, 2001 $329,415 $236,313 $300 $28,263 0 $0 $48,072
President and Chief $99,725
Executive Officer 2000 $245,366 $59,253 $3,142 $0 40,750 $0 $31,886
1999 $194,335 $54,668 $1,706 $142,625 0 $386,250 $21,900
- -------------------------------------------------------------------------------------------------------------------------
Lon R. Greenberg, 2001 $667,799 $595,010 $14,849 $323,438 0 $0 $20,939
Chairman (7) $1,000,875
2000 $640,662 $262,836 $13,092 $0 225,000 $0 $20,147
1999 $587,139 $266,766 $11,359 $611,250 225,000 $0 $18,273
- -------------------------------------------------------------------------------------------------------------------------
R. Paul Grady, 2001 $223,850 $120,313 $3,845 $21,196 $0 $0 $25,916
Senior Vice $77,315
President -
Operations and Chief 2000 $222,480 $50,404 $4,491 $0 28,000 $0 $30,149
Operating Officer 1999 $192,178 $54,108 $5,534 $142,625 0 $386,250 $26,277
- -------------------------------------------------------------------------------------------------------------------------
Brendan P. Bovaird, 2001 $222,283 $96,708 $4,860 $38,813 0 $0 $6,112
Vice President and $120,105
General Counsel (7) 2000 $210,392 $49,349 $6,332 $0 28,000 $0 $5,927
1999 $189,600 $53,048 $14,399 $142,625 0 $0 $5,215
- -------------------------------------------------------------------------------------------------------------------------
Robert H. Knauss, 2001 $186,819 $78,115 $1,793 $14,131 $0 $0 $17,993
Vice President - Law $123,255
Associate General
Counsel and 2000 $184,314 $39,896 $0 $0 15,000 $0 $23,190
Corporate Secretary 1999 $167,191 $70,232 $2,286 $0 0 $270,375 $23,782
- -------------------------------------------------------------------------------------------------------------------------
(1) Messrs. Greenberg and Bovaird participate in the UGI Annual Bonus Plan.
All other Named Executives participate in the AmeriGas Propane, Inc.
Annual Bonus Plan. Awards under both Plans are for the year reported,
regardless of the year paid. Awards under both Plans are based on the
achievement of pre-determined business and/or financial performance
objectives which support business plans and goals. Bonus opportunities
vary by position and currently range from 0 to 114% of base salary for Mr.
Bissell, 0 to 173% of base salary for Mr. Greenberg, 0 to 92% of base
salary for Mr. Bovaird, 0 to 67% of base salary for Mr. Knauss, and 0 to
86% of base salary for Mr. Grady.
(2) Amounts represent tax payment reimbursements for certain benefits.
(3) Effective January 1, 2001 and September 24, 2001, the Board of Directors
of AmeriGas Propane, Inc. approved performance-contingent restricted
Common Unit awards to the Named Executives, other than Messrs. Greenberg
and Bovaird, under the 2000 AmeriGas Propane, Inc. Long Term Incentive
Plan. Effective January 1, 2001 and September 25, 2001, the Board of
Directors of UGI Corporation approved performance contingent restricted
Stock awards to Messrs. Greenberg and Bovaird under the 2000 UGI
Corporation Stock Incentive Plan. Under these plans, Common Units of
AmeriGas Partners, or in the case of Messrs. Greenberg and Bovaird, shares
of UGI Common Stock, were awarded based on the progress of the Partnership
and UGI Corporation, respectively, in achieving strategic initiatives and
goals contained in their respective 2000 Budget and Plan.
The performance contingency for the January 2001 restricted Common Unit
award has been met. Accordingly, the restriction
-32-
period will end on December 31, 2003. The performance requirement was an
average closing price per Common Unit on the New York Stock Exchange equal
to $19.00 for a period of five consecutive trading days. The performance
contingency for the September 2001 restricted Common Unit awards has also
been met and the restriction period will end on December 31, 2003. That
performance requirement was an average closing price per Common Unit on
the New York Stock Exchange equal to $23.75 for a period of five
consecutive trading days. When the restriction period ends, the executive
will also receive an amount of cash equal to the per unit distributions
paid on the Common Units during the restriction period multiplied by the
number of restricted Common Units awarded.
The performance contingency for the January 2001 restricted UGI common
stock awards has been met. Accordingly, the restriction period will end on
December 31, 2003. The performance requirement was an average closing
price per share on the New York Stock Exchange equal to $26.00 for a
period of five consecutive trading days. The performance contingency for
the September 2001 restricted stock awards has also been met and the
restriction period will end on December 31, 2003. That performance
requirement was an average closing price per share on the New York Stock
Exchange equal to $29.00 for a period of five consecutive trading days.
When the restriction period ends, the executive will also receive an
amount of cash equal to the per share dividends paid on the Company's
shares during the restriction period multiplied by the number of
restricted shares awarded.
The dollar values shown in the table above represent the aggregate value
of each award on the date of grant, determined by multiplying the number
of Common Units awarded by the closing price of AmeriGas Partners Common
Units, or in the case of Messrs. Greenberg and Bovaird, the closing price
of UGI Common Stock on the New York Stock Exchange on the effective dates
of the respective grants.
Based on the closing unit price of AmeriGas Partners Common Units on the
New York Stock Exchange on September 28, 2001, Mr. Bissell's 6,150
restricted units had a market value of $141,204, Mr. Grady's 4,725
restricted units had a market value of $105,887, and Mr. Knauss' 6,350
restricted units had a market value of $142,303. Based on the closing
stock price of UGI Common Stock on the New York Stock Exchange on
September 28, 2001, Mr. Greenberg's 50,000 restricted shares had a market
value of $1,355,000; and Mr. Bovaird's 6,000 restricted shares had a
market value of $162,600.
On June 4, 1999, the Board of Directors of UGI Corporation approved
restricted UGI Common Stock awards to certain executives of UGI and
AmeriGas Propane, Inc. The dollar values shown above represent the
aggregate value of each award on the date of grant, determined by
multiplying the number of shares awarded by the closing stock price of UGI
Common Stock on the New York Stock Exchange on June 4, 1999. Holders of
restricted shares have the right to vote and to receive dividends during
the restriction period.
(4) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI Utilities,
Inc. Employee Savings Plan (the "UGI Employee Savings Plan"), allocations
under the UGI Corporation Senior Executive Retirement Plan (the "UGI
Executive Retirement Plan"), and/or allocations under the AmeriGas
Propane, Inc. Supplemental Executive Retirement Plan (the "AmeriGas
Executive Retirement Plan"). During fiscal years 2001, 2000 and 1999, the
following contributions were made to the Named Executives: (i) under the
AmeriGas Employee Savings Plan: Mr. Bissell $7,576, $9,424, and $5,000;
Mr. Grady, $8,509, $10,861, and $9,648; Mr. Knauss, $8,666, $8,769, and
$8,040; (ii) under the UGI Employee Savings Plan: Mr. Greenberg, $3,825,
$3,600, and $3,600; and Mr. Bovaird, $3,825, $3,509, and $3,600; (iii)
under the UGI Executive Retirement Plan: Mr. Greenberg, $17,114, $14,673,
and $18,554; and Mr. Bovaird, $2,287, $1,706, and $1,852; (iv) under the
AmeriGas Executive Retirement Plan: Mr. Bissell, $48,072, $22,462, and
$16,900; Mr. Grady, $25,916, $19,288, and $16,629; and Mr. Knauss,
$17,993, $14,421, and $15,742.
(5) Non-qualified UGI stock options granted under the UGI Corporation 1997
Stock Option and Dividend Equivalent Plan ("1997 Plan").
(6) Payout under the performance-based AmeriGas Propane, Inc. Long-Term
Incentive Plan ("LTIP"). The performance contingency was satisfied May 18,
1999 when fifty percent of the Partnership's Subordinated Units converted
to Common Units in accordance with the Partnership Agreement, based on
Partnership financial and operating performance. The awards were made
partially in Common Units (approximately 60%) and partially in cash
(approximately 40%). Messrs. Bissell and Grady each received 11,250 Common
Units; Mr. Knauss received 7,875 Common Units.
(7) Mr. Greenberg was President and Chief Executive Officer of AmeriGas
Propane, Inc. from July 1996 to July 2000. Compensation reported for
Messrs. Greenberg and Bovaird is attributable to their respective
positions of Chairman, President and Chief Executive Officer, and Vice
President and General Counsel of UGI Corporation. Compensation for these
individuals is also reported in the UGI Proxy Statement for the 2002
Annual Meeting of Shareholders and is not additive. The General Partner
does not compensate Mr. Greenberg or Mr. Bovaird.
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The following table shows information on Option Exercises in the last fiscal
year for each of the named officers.
- -------------------------------------------------------------------------------------------------------------
UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- -------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END (#) AT FISCAL YEAR END
- -------------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------
Eugene V.N. Bissell 0 0 9,333 18,667 $60,431 (1) $120,869 (1)
4,246 8,504 $22,176 (2) $45,496 (2)
5,000 $32,375 (3)
- -------------------------------------------------------------------------------------------------------------
Lon R. Greenberg 20,000 $155,694 73,959 112,500 $515,864 (4) $756,563 (6)
200,000 150,000 $895,000 (5) $971,250 (1)
112,500 $756,000 (6)
75,000 $485,625 (1)
- -------------------------------------------------------------------------------------------------------------
R. Paul Grady 2,000 $14,810 17,000 18,667 $118,575 (4) $120,869 (1)
9,333 $60,431 (1)
- -------------------------------------------------------------------------------------------------------------
Brendan P. Bovaird 5,007 $44,234 30,000 18,667 $134,250 (5) $120,869 (1)
9,333 $76,196
- -------------------------------------------------------------------------------------------------------------
Robert H. Knauss 1,000 $6,435 5,000 10,000 $32,375 (1) $64,750 (1)
- -------------------------------------------------------------------------------------------------------------
The fiscal 2001 year end closing UGI stock price was $27.10
(1) Value is calculated using the difference between $20.625 (1997 SODEP
option price at January 1, 2000) and $27.10 multiplied by the number
of Shares underlying the option.
(2) Value is calculated using the difference between $21.750 (1997 SODEP
grant price at July 25, 2000) and $27.10 multiplied by the number of
Shares underlying the option.
(3) Value is calculated using the difference between $20.625 (1992
Non-Qualified Stock Option grant price at December 18, 1995) and
$27.10 multiplied by the number of Shares underlying the option.
(4) Value is calculated using the difference between $20.125 (1992 SODEP
option price at January 2, 1992) and $27.10 multiplied by the number
of Shares underlying the option.
(5) Value is calculated using the difference between $22.625 (1997 SODEP
option grant price at December 10, 1996) and $27.10 multiplied by
the number of Shares underlying the option.
(6) Value is calculated using the difference between $20.375 (1997 SODEP
option grant price at June 4, 1999) and $27.10 multiplied by the
number of Shares underlying the option.
-34-
RETIREMENT BENEFITS
The following Pension Plan Benefits Table shows the annual benefits
payable upon retirement to Messrs. Greenberg and Bovaird under the
Retirement Income Plan for Employees of UGI Utilities, Inc. (the
"Retirement Plan") and the UGI Corporation Supplemental Executive
Retirement Plan. The amounts shown assume the executive retires in 2001 at
age 65, and that the aggregate benefits are not subject to statutory
maximums. Messrs. Greenberg and Bovaird had, respectively, 21 years and 6
years of credited service under these Plans at September 30, 2001. Messrs
Bissell, Knauss and Grady previously accumulated more than 5, 11 and 4
years of credited service with UGI and its subsidiaries before joining
AmeriGas Propane, Inc. They do not currently participate in the Retirement
Plan.
- ----------------------------------------------------------------------------------------------------------------------
PENSION PLAN BENEFITS TABLE
- ----------------------------------------------------------------------------------------------------------------------
ANNUAL PLAN BENEFIT FOR YEARS CREDITED SERVICE SHOWN (2)
- ----------------------------------------------------------------------------------------------------------------------
FINAL 5-YEAR
AVERAGE ANNUAL 5 10 15 20 25 30 35 40
EARNINGS (1) YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
- ----------------------------------------------------------------------------------------------------------------------
$ 100,000 $ 9,500 $ 19,000 $ 28,500 $ 38,000 $ 47,500 $ 57,000 $ 66,500 $ 68,400 (3)
$ 200,000 $ 19,000 $ 38,000 $ 57,000 $ 76,000 $ 95,000 $114,000 $ 133,000 $ 136,800 (3)
$ 300,000 $ 28,500 $ 57,000 $ 85,500 $114,000 $142,500 $171,000 $ 199,500 $ 205,200 (3)
$ 400,000 $ 38,000 $ 76,000 $114,000 $152,000 $190,000 $228,000 $ 226,000 $ 273,600 (3)
$ 500,000 $ 47,500 $ 95,000 $142,500 $190,000 $237,500 $285,000 $ 332,500 $ 342,000 (3)
$ 600,000 $ 57,000 $114,000 $171,000 $228,000 $285,000 $342,000 $ 399,000 $ 410,400 (3)
$ 700,000 $ 66,500 $133,000 $199,500 $266,000 $332,500 $399,000 $ 465,500 $ 478,800 (3)
$ 800,000 $ 76,000 $152,000 $228,000 $304,000 $380,000 $456,000 $ 532,000 $ 547,200 (3)
$ 900,000 $ 85,500 $171,000 $256,500 $342,000 $427,500 $513,000 $ 598,500 $ 615,600 (3)
$1,000,000 $ 95,000 $190,000 $285,000 $380,000 $475,000 $570,000 $ 665,000 $ 684,000 (3)
$1,100,000 $104,500 $209,000 $313,500 $418,000 $522,500 $627,000 $ 731,500 $ 752,400 (3)
$1,200,000 $114,000 $228,000 $342,000 $456,000 $570,000 $684,000 $ 798,000 $ 820,800 (3)
$1,300,000 $123,500 $247,000 $370,500 $494,000 $617,500 $741,000 $ 864,500 $ 889,200 (3)
$1,400,000 $133,000 $266,000 $399,000 $532,000 $665,000 $798,000 $ 931,000 $ 957,600 (3)
$1,500,000 $142,500 $285,000 $427,500 $570,000 $712,500 $855,000 $ 997,500 $1,026,000 (3)
$1,600,000 $152,000 $304,000 $456,000 $608,000 $760,000 $912,000 $1,064,000 $1,094,400 (3)
$1,600,000 $152,000 $304,000 $456,000 $608,000 $760,000 $912,000 $1,064,000 $1,094,400 (3)
-35-
(1) Consists of (i) base salary, commissions and cash payments under the
Annual Bonus Plan, and (ii) deferrals thereof permitted under the Internal
Revenue Code.
(2) Annual benefits are computed on the basis of straight life annuity
amounts. These amounts include pension benefits, if any, to which a
participant may be entitled as a result of participation in a pension plan
of a subsidiary during previous periods of employment. The amounts shown
do not take into account exclusion of up to 35% of the estimated primary
Social Security benefit. The Retirement Plan provides a minimum benefit
equal to 25% of a participant's final 12-months' earnings, reduced
proportionately for less than 15 years of credited service at retirement.
The minimum Retirement Plan benefit is not subject to Social Security
offset.
(3) The maximum benefit under the Retirement Plan and the UGI Supplemental
Executive Retirement Plan is equal to 60% of a participant's highest
consecutive 12 months' earnings during the last 120 months.
-36-
SEVERANCE PAY PLAN FOR SENIOR EXECUTIVE EMPLOYEES
Named Executives Employed by UGI Corporation. The UGI Corporation Senior
Executive Employee Severance Pay Plan (the "UGI Severance Plan") assists certain
senior level employees of UGI, including Messrs. Greenberg and Bovaird, in the
event their employment is terminated without fault on their part. Benefits are
payable to a senior executive covered by the UGI Severance Plan if the senior
executive's employment is involuntarily terminated for any reason other than for
cause or as a result of the senior executive's death or disability.
The UGI Severance Plan provides for cash payments equal to a participant's
compensation for a period of time ranging from 3 months to 15 months (30 months
in the case of Mr. Greenberg), depending on length of service. In addition, a
participant receives the cash equivalent of his or her target bonus under the
Annual Bonus Plan, pro-rated for the number of months served in the fiscal year.
However, if the termination occurs in the last two months of the fiscal year,
the Chief Executive Officer has the discretion to determine whether the
participant will receive a pro-rated target bonus, or the actual annual bonus
which would have been paid after the end of the fiscal year, assuming that the
participant's entire bonus was contingent on meeting the applicable financial
performance goal. The Plan also provides for separation pay equal to one day's
pay per month of service, not to exceed 12 months' compensation. Certain
employee benefits are continued under the Plan for a period of up to 15 months
(30 months in the case of Mr. Greenberg). UGI has the option to pay a
participant the cash equivalent of those employee benefits.
In order to receive benefits under the UGI Severance Plan, a senior
executive is required to execute a release which discharges UGI and its
subsidiaries from liability for any claims the senior executive may have against
any of them, other than claims for amounts or benefits due to the executive
under any plan, program or contract provided by or entered into with UGI or its
subsidiaries. The senior executive is also required to cooperate in attending to
matters pending at the time of his or her termination of employment.
Named Executives Employed by AmeriGas Propane. The AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan (the "AmeriGas Severance Plan") assists
certain senior level employees of the General Partner including Messrs. Bissell,
Grady and Knauss in the event their employment is terminated without fault on
their part. Specified benefits are payable to a senior executive covered by the
AmeriGas Severance Plan if the senior executive's employment is involuntarily
terminated for any reason other than for cause or as a result of the senior
executive's death or disability.
The AmeriGas Severance Plan provides for cash payments equal to a
participant's compensation for three months (6 months in the case of the Chief
Executive Officer). In addition, a participant receives the cash equivalent of
his or her target bonus under the Annual Bonus Plan, pro-rated for the number of
months served in the fiscal year. However, if the termination occurs in the last
two months of the fiscal year, the Chief Executive Officer has the discretion to
determine whether the participant will receive a pro-rated target bonus, or the
actual annual bonus which would have been paid after the end of the fiscal year,
assuming that the participant's entire bonus
-37-
was contingent on meeting the applicable financial performance goal. The Plan
also provides for separation pay equal to one day's pay per month of service,
not to exceed 12 months' compensation. Minimum separation pay ranges from six to
twelve months' base salary, depending on the executive's employment grade.
Certain employee benefits are continued under the Plan for a period not
exceeding 15 months (30 months in the case of the Chief Executive Officer). This
period is called the "Employee Benefit Period." The General Partner has the
option to pay a participant the cash equivalent of those employee benefits.
In order to receive benefits under the AmeriGas Severance Plan, a senior
executive is required to execute a release which discharges the General Partner
and its affiliates from liability for any claims the senior executive may have
against any of them, other than claims for amounts or benefits due to the
executive under any plan, program or contract provided by or entered into with
the General Partner or its affiliates. The senior executive is also required to
cooperate in attending to matters pending at the time of his or her termination
of employment.
CHANGE OF CONTROL ARRANGEMENTS
Named Executives Employed By UGI Corporation. Messrs. Greenberg and
Bovaird each have an agreement with UGI Corporation (the "Agreement") which
provides certain benefits in the event of a change of control. The Agreements
operate independently of the UGI Severance Plan, continue through July 2004, and
are automatically extended in one-year increments thereafter unless, prior to a
change of control, UGI terminates an Agreement. In the absence of a change of
control, each Agreement will terminate when, for any reason, the executive
terminates his or her employment with UGI or its subsidiaries.
A change of control is generally deemed to occur if: (i) any person (other
than the executive, his or her affiliates and associates, UGI or any of its
subsidiaries, any employee benefit plan of UGI or any of its subsidiaries, or
any person or entity organized, appointed, or established by UGI or its
subsidiaries for or pursuant to the terms of any such employee benefit plan),
together with all affiliates and associates of such person, acquires securities
representing 20% or more of either (x) the then outstanding shares of common
stock of UGI or (y) the combined voting power of UGI's then outstanding voting
securities; (ii) individuals who at the beginning of any 24-month period
constitute the Board of Directors (the "Incumbent Board") and any new director
whose election by the Board, or nomination for election by UGI's shareholders,
was approved by a vote of at least a majority of the Incumbent Board, cease for
any reason to constitute a majority thereof; (iii) UGI is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to,
another corporation in a transaction in which former shareholders of UGI do not
own more than 50% of the outstanding common stock and the combined voting power,
respectively, of the then outstanding voting securities of the surviving or
acquiring corporation after the transaction; or (iv) UGI is liquidated or
dissolved.
Severance benefits are payable under the Agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her
-38-
employment without loss of severance benefits in certain specified
contingencies, including termination of officer status; a significant adverse
change in authority, duties, responsibilities or compensation; the failure of
UGI to comply with and satisfy any of the terms of the Agreement; or a
substantial relocation or excessive travel requirements.
An executive who is terminated with rights to severance compensation under
an Agreement will be entitled to receive an amount equal to 1.0 or 1.5 (2.5 in
the case of Mr. Greenberg) times his or her average total cash remuneration for
the preceding five calendar years. If the severance compensation payable under
the Agreement, either alone or together with other payments to an executive,
would constitute "excess parachute payments," as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), the executive will also
receive an amount to satisfy the executive's additional tax burden.
Named Executives Employed by the General Partner. Messrs. Bissell, Grady
and Knauss each have an agreement with the General Partner (the "Agreement")
which provides certain benefits in the event of a change of control. The
Agreements operate independently of the AmeriGas Severance Plan, continue
through July 2004, and are automatically extended in one-year increments
thereafter unless, prior to a change of control, the General Partner terminates
an Agreement. In the absence of a change of control, each Agreement will
terminate when, for any reason, the executive terminates his or her employment
with the General Partner or any of its subsidiaries.
A change of control is generally deemed to occur if: (i) a change of
control of UGI, as defined above, occurs, (ii) the General Partner, AmeriGas
Partners or the Operating Partnership is reorganized, merged or consolidated
with or into, or sells all or substantially all of its assets to, another
corporation or partnership in a transaction in which the former shareholders of
the General Partner, or former limited partners, as the case may be, do not own
more than 50% of the outstanding common stock and combined voting power, or the
outstanding common units of such partnership, after the transaction, (iii) the
General Partner, AmeriGas Partners or the Operating Partnership is liquidated or
dissolved, (iv) UGI and its subsidiaries fail to own more than fifty percent of
the general partnership interests of AmeriGas Partners or the Operating
Partnership, (v) UGI and its subsidiaries fail to own more than fifty percent of
the combined voting power of the General Partner's then outstanding voting
securities, or (vi) AmeriGas Propane, Inc. is removed as the general partner of
AmeriGas Partners by vote of the limited partners, or AmeriGas Propane, Inc. is
removed as the general partner of AmeriGas Partners or the Operating Partnership
as a result of judicial or administrative proceedings.
Severance benefits are payable under the Agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including termination of officer
status; a significant adverse change in authority, duties, responsibilities or
compensation; the failure of the General Partner to comply with and satisfy any
of the terms of the Agreement; or a substantial relocation or excessive travel
requirements.
-39-
An executive who is terminated with rights to severance compensation under
an Agreement will be entitled to receive an amount equal to 1.0 (1.5 in the case
of Mr. Bissell) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable under the
Agreement, either alone or together with other payments to an executive, would
constitute "excess parachute payments," as defined in Section 280G of the Code,
the executive will also receive an amount to satisfy the executive's additional
tax burden.
BOARD OF DIRECTORS
Officers of the General Partner receive no additional compensation for
service on the Board of Directors or on any Committee of the Board. The General
Partner pays an annual retainer of $22,000 to all other directors and an
attendance fee of $1,000 for each Board meeting. For service on Committees, the
General Partner pays an annual retainer of (1) $5,000 to members of the Audit
Committee and (2) $2,000 to each Committee Chairman. Directors are paid an
attendance fee of $1,000 for each Committee meeting. In addition, a fee of
$1,000 is paid to non-employee directors for special service related to Board
business rendered at the request of the Chairman of the Board. The General
Partner reimburses directors for expenses incurred by them (such as travel
expenses) in serving on the Board and Committees. The General Partner determines
all expenses allocable to the Partnership, including expenses allocable to the
services of directors.
COMPENSATION/PENSION COMMITTEE
The members of the General Partner's Compensation/Pension Committee are
Richard C. Gozon (Chairman) and Thomas F. Donovan.
-40-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF LIMITED PARTNERSHIP UNITS BY CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding each person
known by the Partnership to have been the beneficial owner of more than 5% of
the Partnership's voting securities representing limited partner interests as of
December 11, 2001. AmeriGas Propane, Inc. is the sole general partner of the
Partnership.
- --------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS (1) OWNERSHIP OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER PARTNERSHIP UNITS OF CLASS
- --------------------------------------------------------------------------------
Common Units UGI Corporation 14,633,932 (2) 38.0%
AmeriGas, Inc. 14,633,932 (3) 38.0%
AmeriGas Propane, Inc. 14,633,932 (4) 38.0%
Petrolane Incorporated 7,839,911 (5) 20.0%
- --------------------------------------------------------------------------------
Subordinated Units UGI Corporation 9,891,072 (6) 100.0%
AmeriGas, Inc. 9,891,072 (7) 100.0%
AmeriGas Propane, Inc. 9,891,072 (8) 100.0%
- --------------------------------------------------------------------------------
(1) The address of each of UGI, AmeriGas, Inc., AmeriGas Propane, Inc. and
Petrolane Incorporated is 460 North Gulph Road, King of Prussia, PA 19406.
(2) Based on the number of units held by its indirect, wholly owned
subsidiaries, Petrolane Incorporated ("Petrolane") and AmeriGas Propane,
Inc.
(3) Based on the number of units held by its direct and indirect, wholly-owned
subsidiaries, AmeriGas Propane, Inc. and Petrolane.
(4) AmeriGas Propane, Inc's ownership includes 6,794,021 Common Units for
which it has sole voting and investment power, and 7,839,911 Common Units
held by its subsidiary, Petrolane.
(5) Petrolane has sole voting and investment power.
(6) Based on the number of units held by its indirect, wholly-owned
subsidiary, AmeriGas Propane, Inc.
(7) Based on the number of units held by its wholly-owned subsidiary, AmeriGas
Propane, Inc.
(8) AmeriGas Propane, Inc. has sole voting and investment power.
-41-
OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER
The table below sets forth as of October 31, 2001 the beneficial ownership
of Partnership Common Units by each director and each of the Named Executives
currently serving the General Partner, as well as by the directors and all of
the executive officers of the General Partner as a group. No director, Named
Executive or executive officer beneficially owns (i) any Subordinated Units, or
(ii) more than 1% of the Partnership's Common Units. The total number of Common
Units beneficially owned by the directors and executive officers of the General
Partner as a group represents less than 1% of the Partnership's outstanding
Common Units.
- --------------------------------------------------------------------------------
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP OF
BENEFICIAL OWNER PARTNERSHIP COMMON UNITS (1)
- --------------------------------------------------------------------------------
Lon R. Greenberg 6,500 (2)
Thomas F. Donovan 1,000
Richard C. Gozon 5,000
James W. Stratton 1,000 (3)
Stephen A. Van Dyck 1,000
Roger B. Vincent 4,000
William J. Marrazzo 0
Eugene V.N. Bissell 12,750 (4)
Brendan P. Bovaird 1,000 (5)
R. Paul Grady 15,500
Robert H. Knauss 7,875
Directors and executive officers as a
group (16 persons) 72,813
(1) Sole voting and investment power unless otherwise specified.
(2) Of the Units shown, 4,500 are held by Mr. Greenberg's adult children.
(3) Mr. Stratton's Units are held jointly with his spouse.
(4) Mr. Bissell's Units are held jointly with his spouse.
(5) Mr. Bovaird's Units are held jointly with his spouse.
-42-
The General Partner is a wholly owned subsidiary of AmeriGas, Inc. which
is a wholly owned subsidiary of UGI. The table below sets forth, as of October
31, 2001, the beneficial ownership of UGI Common Stock by each director and each
of the Named Executives, as well as by the directors and the executive officers
of the General Partner as a group. Including the number of shares of stock
underlying exercisable options, Mr. Greenberg is the beneficial owner of
approximately 2.1% of UGI's Common Stock. All other directors, Named Executives
and executive officers own less than 1% of UGI's outstanding shares. The total
number of shares beneficially owned by the directors and executive officers as a
group (including 617,714 shares subject to exercisable options), represents
approximately 3% of UGI's outstanding shares.
- --------------------------------------------------------------------------------------------
NUMBER OF UGI SHARES
AND NATURE OF
BENEFICIAL OWNERSHIP NUMBER OF
NAME OF EXCLUDING EXERCISABLE UGI
BENEFICIAL OWNER UGI STOCK OPTIONS (1) STOCK OPTIONS TOTAL
- --------------------------------------------------------------------------------------------
Lon R. Greenberg 111,867 (3) 461,459 573,326
Thomas F. Donovan 4,741 (2) 8,800 13,541
Richard C. Gozon 24,048 (2) 13,800 37,848
James W. Stratton 14,057 (2) (4) 13,800 27,857
Stephen A. Van Dyck 0 0 0
Roger B. Vincent 0 0 0
William J. Marrazzo 0 0 0
Eugene V.N. Bissell 37,047 (5) 18,579 55,626
Brendan P. Bovaird 22,690 (6) 30,000 52,690
R. Paul Grady 24,395 (7) 26,333 50,728
Robert H. Knauss 4,504 5,000 9,504
Directors and executive officers
as a group (16 persons) 272,641 617,714 890,355
(1) Sole voting and investment power unless otherwise specified.
(2) Included in the number of shares shown are Deferred Units ("Units")
acquired through the UGI Corporation 1997 Directors' Equity Compensation
Plan. Units are neither actual shares nor other securities, but each Unit
will be converted to one share of UGI common stock and paid out to
directors upon their retirement or termination of service. The number of
Units included for the directors is as follows: Messrs. Donovan (2,772),
Gozon (17,051), and Stratton (12,060).
(3) Mr. Greenberg holds 88,220 shares jointly with his spouse and 5,832 shares
represented by units held in the UGI Stock Fund of the 401(k) Employee
Savings Plan.
(4) Mr. Stratton holds 1,997 shares jointly with his spouse.
(5) Mr. Bissell holds these shares jointly with his spouse.
-43-
(6) Mr. Bovaird holds 19,993 shares jointly with his spouse and 2,697 shares
represented by units held in the UGI Stock Fund of the 401(k) Employee
Savings Plan.
(7) Mr. Grady's ownership includes 7,583 shares represented by units held in
the UGI Stock Fund of the 401(k) Employee Savings Plan.
SECTION 16 (a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires directors
and certain officers of the General Partner to send reports of their ownership
of Common Units and changes in ownership to the Securities and Exchange
Commission. Based on our records, we believe that during Fiscal 2001 the General
Partner's directors and officers complied with all SEC filing requirements
applicable to them.
-44-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner employs persons responsible for managing and operating
the Partnership. The Partnership reimburses the General Partner for the direct
and indirect costs of providing these services, including all compensation and
benefit costs.
The Operating Partnership has a revolving line of credit up to a maximum
of $20 million from the General Partner available until September 15, 2002, the
termination date of the Revolving Credit Facility. Any loans under this
agreement will be unsecured and subordinated to all senior debt of the Operating
Partnership. The commitment fees for this line of credit are computed on the
same basis as the facility fees under the Revolving Credit Facility, and totaled
$70,972 in fiscal year 2001. Interest rates are based on one-month offshore
interbank borrowing rates. The interest rate for a recent Credit Facility
borrowing from October 23, 2001 to October 24, 2001 was 5.50%, representing a
4.25% one-month Offshore Rate, plus an Applicable Margin of 1.25%. See Note 6 to
the Partnership's Consolidated Financial Statements, which are filed as an
exhibit to this report.
The Partnership and the General Partner also have extensive, ongoing
relationships with UGI and its affiliates. UGI performs certain financial and
administrative services for the General Partner on behalf of the Partnership.
UGI does not receive a fee for such services, but is reimbursed for all direct
and indirect expenses incurred in connection with providing these services,
including all compensation and benefit costs. A wholly owned subsidiary of UGI
provides the Partnership with general liability, automobile and workers'
compensation insurance for up to $500,000 over the Partnership's self-insured
retention. Another wholly owned subsidiary of UGI leases office space to the
General Partner for its headquarters staff. In addition, a UGI master policy
provides accidental death and business travel and accident insurance coverage
for employees of the General Partner. The General Partner is billed directly by
the insurer for this coverage. As discussed under "Business -- Trade Names;
Trade and Service Marks," UGI and the General Partner have licensed the trade
names "AmeriGas" and "America's Propane Company" and the related service marks
and trademark to the Partnership on a royalty-free basis. Finally, the
Partnership obtains management information services from the General Partner,
and reimburses the General Partner for its direct and indirect expenses related
to those services. The rental payments and insurance premiums charged to the
Partnership by UGI and its affiliates are comparable to amounts charged by
unaffiliated parties. In fiscal year 2001, the Partnership paid UGI and its
affiliates $5,620,941 for the services and expense reimbursements referred to in
this paragraph.
-45-
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) and (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules
incorporated by reference or included in this report are listed in
the accompanying Index to Financial Statements and Financial
Statement Schedules set forth on pages F-2 and F-3 of this report,
which is incorporated herein by reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this report are as follows (exhibits
incorporated by reference are set forth with the name of the
registrant, the type of report and registration number or last date
of the period for which it was filed, and the exhibit number in such
filing):
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
2.1 Merger and Contribution Agreement among AmeriGas Registration 10.21
AmeriGas Partners, L.P., AmeriGas Propane, Partners, L.P. Statement on
L.P., New AmeriGas Propane, Inc., AmeriGas Form S-4 (No.
Propane, Inc., AmeriGas Propane-2, Inc., Cal 33-92734)
Gas Corporation of America, Propane
Transport, Inc. and NORCO Transportation
Company
2.2 Conveyance and Contribution Agreement among AmeriGas Registration 10.22
AmeriGas Partners, L.P., AmeriGas Propane, Partners, L.P. Statement on
L.P. and Petrolane Incorporated Form S-4 (No.
33-92734)
3.1 Second Amended and Restated Agreement of AmeriGas Form 8-K 1
Limited Partnership of AmeriGas Partners, Partners, L.P. (9/30/00)
L.P. dated as of September 30, 2000
3.2 Certificate of Incorporation of AmeriGas AmeriGas Registration 3.3
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
33-92734)
3.3 Certificate of Incorporation of AmeriGas AmeriGas Registration 3.2
Eagle Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
333-72986)
-46-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
3.4 Certificate of Incorporation of AP Eagle AmeriGas Registration 3.3
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
333-72986)
3.5 Bylaws of AmeriGas Finance Corp. AmeriGas Registration 3.4
Partners, L.P. Statement on
Form S-4 (No.
33-92734)
3.6 By-Laws of AmeriGas Eagle Finance Corp. AmeriGas Registration 3.4
Partners, L.P. Statement on
Form S-3 (No.
333-72986)
3.7 By-Laws of AP Eagle Finance Corp. AmeriGas Registration 3.5
Partners, L.P. Statement on
Form S-3 (No.
333-72986)
*3.8 Amended and Restated Agreement of Limited
Partnership of AmeriGas Eagle Propane, L.P.
dated July 19, 1999
*3.9 Amended and Restated Agreement of Limited
Partnership of AmeriGas Propane, L.P. dated as
of April 12, 1995
4 Instruments defining the rights of security
holders, including indentures. (The
Partnership agrees to furnish to the
Commission upon request a copy of any
instrument defining the rights of holders of
long-term debt not required to be filed
pursuant to Item 601(b)(4) of Regulation S-K)
4.1 Indenture dated as of April 19, 1995 among AmeriGas Form 10-Q 4.1
AmeriGas Partners, L.P., AmeriGas Finance Partners, L.P. 3/31/95
Corp., and First Union National Bank
(formerly, First Fidelity Bank, National
Association) as Trustee
4.2 Registration Rights Agreement dated as of AmeriGas Form 10-Q 4.3
April 19, 1995 among Donaldson, Lufkin & Partners, L.P. (3/31/95)
Jenrette Securities Corporation, Smith Barney,
Inc., AmeriGas Partners, L.P. and AmeriGas
Finance Corp.
4.3 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P. (3/31/95)
America, Metropolitan Life Insurance Company,
and certain other institutional investors and
AmeriGas Propane, L.P., New AmeriGas Propane,
Inc. and Petrolane Incorporated
-47-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
4.4 First Amendment dated as of September 12, 1997 AmeriGas Form 10-Q 4.5
to Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/97)
4.5 Second Amendment dated as of September 15, AmeriGas Form 10-K 4.6
1998 to Note Agreement dated as of April 12, Partners, L.P. (9/30/98)
1995
4.6 Third Amendment dated as of March 23, 1999 to AmeriGas Form 10-Q 10.2
Note Agreement dated as of April 12, 1995 Partners, L.P. (3/31/99)
4.7 Fourth Amendment dated as of March 16, 2000 to AmeriGas Form 10-Q 10.2
Note Agreement dated as of April 12, 1995 Partners, L.P. (6/30/00)
*4.8 Fifth Amendment dated as of August 1, 2001 to
Note Agreement dated as of April 12, 1995
4.9 Indenture dated April 4, 2001 among AmeriGas AmeriGas Form 10-Q 4
Partners, L.P., AmeriGas Eagle Finance Corp., Partners, L.P. (6/30/01)
and First Union National Bank, as Trustee
4.10 Indenture dated August 21, 2001 among AmeriGas AmeriGas Registration 4.2
Partners, L.P., AP Eagle Finance Corp. and Partners, L.P. Statement on
First Union National Bank as trustee Form S-4 (No.
333-72986)
4.11 Registration Rights Agreement dated as of AmeriGas Registration 4.5
April 4, 2001 among AmeriGas Partners, L.P., Partners, L.P. Statement on
AmeriGas Eagle Finance Corp., AmeriGas Form S-4 (No.
Propane, L.P., AmeriGas Propane, Inc., Credit 333-72986)
Suisse First Boston Corporation and Banc of
America Securities, LLC
4.12 Registration Rights Agreement dated as of AmeriGas Registration 4.6
August 21, 2001 among AmeriGas Partners, L.P. Partners, L.P. Statement on
AP Eagle Finance Corp., AmeriGas Propane, Form S-4 (No.
L.P., AmeriGas Propane, Inc., Credit Suisse 333-72986)
First Boston Corporation and Salomon Smith
Barney, Inc.
10.1 Amended and Restated Credit Agreement dated as AmeriGas Form 10-K 10.1
of September 15, 1997 among AmeriGas Propane, Partners, L.P. (9/30/97)
L.P., AmeriGas Propane, Inc., Petrolane
Incorporated, Bank of America National Trust
and Savings Association, as Agent, First Union
National Bank, as Syndication Agent and
certain banks
10.2 First Amendment dated as of September 15, 1998 AmeriGas Form 10-K 10.2
to Amended and Restated Credit Agreement Partners, L.P. (9/30/98)
10.3 Second Amendment dated as of March 25, 1999 to AmeriGas Form 10-Q 10.1
Amended and Restated Credit Agreement Partners, L.P. (3/31/99)
-48-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
10.4 Third Amendment dated March 22, 2000 to AmeriGas Form 10-Q 10.3
Amended and Restated Credit Agreement Partners, L.P. (6/30/00)
10.5 Fourth Amendment dated June 6, 2000 to Amended AmeriGas Form 10-Q 10.4
and Restated Credit Agreement Partners, L.P. (6/30/00)
*10.6 Fifth Amendment dated as of July 31, 2001 to
Amended and Restated Credit Agreement
10.7 Intercreditor and Agency Agreement dated as of AmeriGas Form 10-Q 10.2
April 19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
Petrolane Incorporated, AmeriGas Propane,
L.P., Bank of America National Trust and
Savings Association ("Bank of America") as
Agent, Mellon Bank, N.A. as Cash Collateral
Sub-Agent, Bank of America as Collateral Agent
and certain creditors of AmeriGas Propane, L.P.
*10.8 First Amendment dated as of July 31, 2001 to
Intercreditor and Agency Agreement dated as of
April 19, 1995
10.9 General Security Agreement dated as of April AmeriGas Form 10-Q 10.3
19, 1995 among AmeriGas Propane, L.P., Bank of Partners, L.P. (3/31/95)
America National Trust and Savings Association
and Mellon Bank, N.A.
*10.10 First Amendment dated as of July 31, 2001 to
General Security Agreement dated as of April
19, 1995
10.11 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4
April 19, 1995 among AmeriGas Propane, L.P., Partners, L.P. (3/31/95)
Bank of America National Trust and Savings
Association as Collateral Agent and Mellon
Bank, N.A. as Cash Collateral Agent
*10.12 First Amendment dated as of July 31, 2001 to
Subsidiary Security Agreement dated as of
April 19, 1995
10.13 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. for Partners, L.P. (3/31/95)
the benefit of Bank of America National Trust
and Savings Association, as Collateral Agent
10.14 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.15 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.7
1995 among AmeriGas Propane, Inc., AmeriGas Partners, L.P. (3/31/95)
Partners, L.P. and AmeriGas Propane, L.P.
-49-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
10.16 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration on 10.16(a)
as amended and restated July 31, 1989, between Incorporated/ Form S-1 (No.
Texas Eastern Corporation and QFB Partners AmeriGas, Inc. 33-69450)
10.17 Amended and Restated Sublease Agreement dated UGI Form 10-K 10.35
April 1, 1988, between Southwest Salt Co. and Corporation (9/30/94)
AP Propane, Inc. (the "Southwest Salt Co.
Agreement")
10.18 Letter dated July 8, 1998 pursuant to Article UGI Form 10-K 10.5
1, Section 1.2 of the Southwest Salt Co. Corporation (9/30/99)
Agreement re: option to renew for period of
June 1, 2000 to May 31, 2005
10.19 Financing Agreement dated as of November 5, AmeriGas Form 10-K 10.12
1997 between AmeriGas Propane, Inc. and Partners, L.P. (9/30/97)
AmeriGas Propane, L.P.
10.20 Agreement by Petrolane Incorporated and Petrolane Form 10-K 10.13
certain of its subsidiaries parties thereto Incorporated (9/23/94)
("Subsidiaries") for the Sale of the
Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H.,
Inc., as Purchaser, dated as of December 18,
1985
10.21** UGI Corporation 1992 Stock Option and Dividend UGI Form 10-Q 10(ee.)
Equivalent Plan, as amended May 19, 1992 Corporation (6/30/92)
10.22** UGI Corporation Annual Bonus Plan dated March UGI Form 10-Q 10.4
8, 1996 Corporation (6/30/96)
10.23** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.24** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16
Corporation (9/30/97)
10.25** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan effective January 1, 1997 Corporation (9/30/97)
10.26** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-Q 10.1
Severance Pay Plan effective January 1, 1997 Partners, L.P. (12/31/96)
10.27** Amendment No. 1 to AmeriGas Propane, Inc. AmeriGas Form 10-Q 10
Executive Employee Severance Pay Plan Partners, L.P. (6/30/98)
10.28** UGI Corporation 1992 Non-Qualified Stock UGI Form 10-K 10.39
Option Plan, as Amended Corporation (9/30/00)
*10.29** Form of AmeriGas Propane, Inc. 2000 Long-Term
Incentive Plan
10.30** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q 10.1
Corporation (6/30/99)
-50-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
10.31** AmeriGas Propane, Inc. Supplemental Executive AmeriGas Form 10-K 10.27
Retirement Plan effective October 1, 1996 Partners, L.P. (9/30/97)
10.32** UGI Corporation 1997 Stock Option and Dividend UGI Form 10-Q 10.2
Equivalent Plan Corporation (3/31/97)
10.33** UGI Corporation Supplemental Executive UGI Form 10-Q 10
Retirement Plan Amended and Restated effective Corporation (6/30/98)
October 1, 1996
10.34** Description of Change of Control arrangements UGI Form 10-K 10.33
for Messrs. Greenberg and Bovaird Corporation (9/30/99)
10.35** Description of Change of Control arrangements AmeriGas Form 10-K 10.31
for Messrs. Bissell, Grady and Knauss Partners, L.P. (9/30/99)
10.36 Purchase Agreement by and among Columbia AmeriGas Form 8-K 10.1
Energy Group, Columbia Propane Corporation, Partners, L.P. (8/8/01)
CP Holdings, Inc., Columbia Propane, L.P.,
AmeriGas Propane, L.P., AmeriGas Partners, L.P.
and AmeriGas Propane, Inc. dated as of
January 30, 2001 and amended and restated
August 7, 2001
10.37 Purchase Agreement by and among Columbia National Form 8-K 10.5
Propane, L.P., CP Holdings, Inc., Columbia Propane (4/19/99)
Propane Corporation, National Propane Partners, L.P.
Partners, L.P., National Propane Corporation,
National Propane SPG, Inc., and Triarc
Companies, Inc. dated as of April 5, 1999
10.38 Capital Contribution Agreement dated as of AmeriGas Form 8-K 10.2
August 21, 2001 by and between Columbia Partners, L.P. (8/21/01)
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings, Inc.
*10.39 Promissory Note by National Propane L.P., a
Delaware limited partnership in favor of
Columbia Propane Corporation dated July 19,
1999
*10.40 Loan Agreement dated July 19, 1999, between
National Propane, L.P. and Columbia Propane
Corporation
*10.41 First Amendment dated August 21, 2001 to Loan
Agreement dated July 19, 1999 between National
Propane, L.P. and Columbia Propane Corporation
*10.42 Columbia Energy Group Payment Guaranty dated
April 5, 1999
*10.43 Ground Lease dated August 13, 2001 by and
between Reading Terminals Corporation and
Columbia Propane Corporation
-51-
- ---------------------------------------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
- ---------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ---------------------------------------------------------------------------------------------------------------
*10.44 Master Lease dated August 20, 2001 between
AmeriGas Propane, L.P. and Columbia Propane,
L.P.
*10.45 Master Sublease dated August 20, 2001 between
AmeriGas Propane, L.P. and Columbia Propane,
L.P.
*10.46 Keep Well Agreement by and between AmeriGas
Propane, L.P. and Columbia Propane Corporation
dated August 21, 2001
*10.47 Management Services Agreement effective as of
August 21, 2001 between AmeriGas Propane, Inc.
and AmeriGas Eagle Holdings, Inc., the general
partner of AmeriGas Eagle Propane, L.P.
*13 Pages 10 through 23 of the AmeriGas Partners,
L.P. Annual Report for the year ended
September 30, 2001
*21 Subsidiaries of AmeriGas Partners, L.P.
*23 Consent of Arthur Andersen LLP
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
(b) Reports on Form 8-K.
The Company filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal year 2001:
DATE ITEM NUMBER(S) CONTENT
7/23/01 5 Advance Notice of Webcast of regular earnings conference call
8/8/01 5,7,9 Amended and Restated Purchase Agreement dated as of 8/7/01 by
and among Columbia Energy Group, Columbia Propane
Corporation, CP Holdings, Inc., Columbia Propane, L.P., AmeriGas
Propane, L.P., AmeriGas Partners, L.P., and AmeriGas Propane, Inc.
8/9/01 9 Amendment to Item 9 on Report on Form 8-K dated 8/8/01
8/21/01 2,7 Completion of Acquisition; Registration Rights Agreement dated
August 21, 2001 and Capital Contribution Agreement dated
August 21, 2001
8/21/01 7 Financial Statements of Columbia Propane Corporation and
Subsidiaries and Pro Forma information
-52-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS PARTNERS, L.P.
Date: December 10, 2001 By: AmeriGas Propane, Inc.
its General Partner
By: Martha B. Lindsay
-------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 10, 2001 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President, and Chief
- --------------------------------- Executive Officer
Eugene V.N. Bissell (Principal Executive Officer)
and Director
Lon R. Greenberg Chairman and Director
- ---------------------------------
Lon R. Greenberg
Martha B. Lindsay Vice President - Finance
- --------------------------------- and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
Richard R. Eynon Controller and
- --------------------------------- Chief Accounting Officer
Richard R. Eynon (Principal Accounting Officer)
-53-
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 10, 2001 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.
SIGNATURE TITLE
--------- -----
Thomas F. Donovan Director
- ----------------------------
Thomas F. Donovan
Richard C. Gozon Director
- ----------------------------
Richard C. Gozon
William J. Marrazzo Director
- ----------------------------
William J. Marrazzo
James W. Stratton Director
- ----------------------------
James W. Stratton
Stephen A. Van Dyck Director
- ----------------------------
Stephen A. Van Dyck
Roger B. Vincent Director
- ----------------------------
Roger B. Vincent
-54-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS FINANCE CORP.
Date: December 10, 2001 By: Martha B. Lindsay
-------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 10, 2001 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- ------------------------------ Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- ------------------------------ and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
and Director
Richard R. Eynon Controller and Chief Accounting
- ------------------------------ Officer (Principal Accounting
Richard R. Eynon Officer)
Brendan P. Bovaird Director
- -----------------------------
Brendan P. Bovaird
-55-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS EAGLE FINANCE CORP.
Date: December 10, 2001 By: Martha B. Lindsay
-------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 10, 2001 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- ------------------------------ Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- ------------------------------ and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
and Director
Richard R. Eynon Controller and Chief Accounting
- ------------------------------ Officer (Principal Accounting
Richard R. Eynon Officer)
Brendan P. Bovaird Director
- -----------------------------
Brendan P. Bovaird
-56-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AP EAGLE FINANCE CORP.
Date: December 10, 2001 By: Martha B. Lindsay
-------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 10, 2001 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- ------------------------------ Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- ------------------------------ and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
and Director
Richard R. Eynon Controller and Chief Accounting
- ------------------------------ Officer (Principal Accounting
Richard R. Eynon Officer)
Brendan P. Bovaird Director
- -----------------------------
Brendan P. Bovaird
-57-
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2001
F-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements of AmeriGas Partners, L.P. and
subsidiaries, together with the report thereon of Arthur Andersen LLP dated
November 16, 2001, listed in the following index, are included in AmeriGas
Partners' 2001 Annual Report to Unitholders and are incorporated herein by
reference. With the exception of the pages listed in this index and information
incorporated in Items 5 and 8, the 2001 Annual Report to Unitholders is not to
be deemed filed as part of this Report.
Annual Report
Form 10-K to Unitholders
(page) (page)
------ ------
AmeriGas Partners, L.P. and Subsidiaries
Financial Statements:
Report of Independent Public Accountants Exhibit 13 23
Consolidated Balance Sheets as of September 30,
2001 and 2000 Exhibit 13 10
Consolidated Statements of Operations for the years
ended September 30, 2001, 2000 and 1999 Exhibit 13 11
Consolidated Statements of Cash Flows for the years
ended September 30, 2001, 2000 and 1999 Exhibit 13 12
Consolidated Statements of Partners' Capital for the
years ended September 30, 2001, 2000 and 1999 Exhibit 13 13
Notes to Consolidated Financial Statements Exhibit 13 14-22
Financial Statements Schedules:
I- Condensed Financial Information of Registrant
(Parent Company) S-1 to S-3
II- Valuation and Qualifying Accounts S-4 to S-5
Report of Independent Public Accountants
on Financial Statement Schedules S-6
F-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
Form 10-K
(page)
AmeriGas Finance Corp.
Report of Independent Public Accountants F-5
Balance Sheets as of September 30, 2001 and 2000 F-6
Statements of Stockholder's Equity for the years ended
September 30, 2001, 2000 and 1999 F-7
Note to Financial Statements F-8
AmeriGas Eagle Finance Corp.
Report of Independent Public Accountants F-10
Balance Sheet as of September 30, 2001 F-11
Statements of Stockholder's Equity for the period
from February 22, 2001 (inception) through
September 30, 2001 F-12
Note to Financial Statements F-13
AP Eagle Finance Corp.
Report of Independent Public Accountants F-15
Balance Sheet as of September 30, 2001 F-16
Statements of Stockholder's Equity for the period
from April 12, 2001 (inception) through
September 30, 2001 F-17
Note to Financial Statements F-18
We have omitted all other financial statement schedules because the required
information is either (1) not present; (2) not present in amounts sufficient to
require submission of the schedule; or (3) the information required is included
elsewhere in the financial statements or related notes.
F-3
AMERIGAS FINANCE CORP.
FINANCIAL STATEMENTS
for the years ended September 30, 2001, 2000 and 1999
F-4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AmeriGas Finance Corp.:
We have audited the accompanying balance sheets of AmeriGas Finance Corp. (a
Delaware corporation and a wholly owned subsidiary of AmeriGas Partners, L.P.)
as of September 30, 2001 and 2000, and the related statements of stockholder's
equity for each of the three years in the period ended September 30, 2001. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based upon our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmeriGas Finance Corp. as of
September 30, 2001 and 2000, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 16, 2001
F-5
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
-------------
ASSETS 2001 2000
- ------ ---- ----
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
- ---------------------
Common stock, $.01 par value; 100 shares authorized;
100 shares issued and outstanding $ 1 $ 1
Additional paid-in capital 999 999
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-6
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
BALANCE SEPTEMBER 30, 1999 $1 $999 $-
-- ---- --
BALANCE SEPTEMBER 30, 2000 1 999 -
-- ---- --
BALANCE SEPTEMBER 30, 2001 $1 $999 $-
== ==== ==
See accompanying note to financial statements.
F-7
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001 AND 2000
AmeriGas Finance Corp. (AmeriGas Finance), a Delaware corporation, was formed on
March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On April 19, 1995, AmeriGas Partners issued $100,000,000 face value of 10.125%
Senior Notes due April 2007. AmeriGas Finance serves as a co-obligor of these
notes.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
F-8
AMERIGAS EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the period from February 22, 2001 (inception)
through September 30, 2001
F-9
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AmeriGas Eagle Finance Corp.:
We have audited the accompanying balance sheet of AmeriGas Eagle Finance Corp.
(a Delaware corporation and a wholly owned subsidiary of AmeriGas Partners,
L.P.) as of September 30, 2001, and the related statements of stockholder's
equity for the period from February 22, 2001 (inception) through September 30,
2001. These financial statements are the responsibility of the management of
AmeriGas Propane, Inc. Our responsibility is to express an opinion on these
financial statements based upon our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmeriGas Eagle Finance Corp. as
of September 30, 2001, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 16, 2001
F-10
AMERIGAS EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEET
September 30,
2001
----
ASSETS
Cash $1,000
------
Total assets $1,000
======
STOCKHOLDER'S EQUITY
Common stock, $.01 par value; 100 shares authorized;
100 shares issued and outstanding $ 1
Additional paid-in capital 999
------
Total stockholder's equity $1,000
======
See accompanying note to financial statements.
F-11
AMERIGAS EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
BALANCE FEBRUARY 22, 2001 $- $ - $-
Issuance of AmeriGas Eagle Finance Corp.
Common Stock 1 999 -
-- ---- --
BALANCE SEPTEMBER 30, 2001 $1 $999 $-
== ==== ==
See accompanying note to financial statements.
F-12
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
AmeriGas Eagle Finance Corp. (Eagle Finance), a Delaware corporation, was formed
on February 22, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On April 4, 2001, AmeriGas Partners issued $60,000,000 face value of 10% Senior
Notes due April 2006. Eagle Finance serves as a co-obligor of these notes.
AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.
F-13
AP EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the period from April 12, 2001 (inception)
through September 30, 2001
F-14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AP Eagle Finance Corp.:
We have audited the accompanying balance sheet of AP Eagle Finance Corp. (a
Delaware corporation and a wholly owned subsidiary of AmeriGas Partners, L.P.)
as of September 30, 2001, and the related statements of stockholder's equity for
the period from April 12, 2001 (inception) through September 30, 2001. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based upon our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AP Eagle Finance Corp. as of
September 30, 2001, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 16, 2001
F-15
AP EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEET
September 30,
2001
----
ASSETS
Cash $1,000
------
Total assets $1,000
======
STOCKHOLDER'S EQUITY
Common stock, $.01 par value; 100 shares authorized;
100 shares issued and outstanding $ 1
Additional paid-in capital 999
------
Total stockholder's equity $1,000
======
See accompanying note to financial statements.
F-16
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
BALANCE APRIL 12, 2001 $- $ - $-
Issuance of AP Eagle Finance Corp.
Common Stock 1 999 -
-- ---- --
BALANCE SEPTEMBER 30, 2001 $1 $999 $-
== ==== ==
See accompanying note to financial statements.
F-17
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
AP Eagle Finance Corp. (AP Eagle Finance), a Delaware corporation, was formed on
April 12, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On August 21, 2001, AmeriGas Partners issued $200,000,000 face value of 8.875%
Senior Notes due May 2011. AP Eagle Finance serves as a co-obligor of these
notes.
AmeriGas Partners owns all 100 shares of AP Eagle Finance common stock
outstanding.
F-18
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
September 30,
-------------
2001 2000
---- ----
ASSETS
Cash $ 2 $ --
Accounts receivable 8,246 5,063
Investment in AmeriGas Propane, L.P. 557,122 253,606
Deferred charges 11,511 1,998
--------- ---------
Total assets $ 576,881 $ 260,667
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 3,985 $ 55
Accrued interest 9,662 4,641
--------- ---------
Total current liabilities 13,647 4,696
Long-term debt 359,729 100,000
Partners' capital:
Common unitholders 187,001 118,872
Subordinated unitholders 28,513 35,542
General partner 2,174 1,557
Accumulated other comprehensive income (14,183) --
--------- ---------
Total partners' capital 203,505 155,971
--------- ---------
Total liabilities and partners' capital $ 576,881 $ 260,667
========= =========
S-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars)
Year
Ended
September 30,
-------------------------------------------
2001 2000 1999
---- ---- ----
Operating expenses $ (4) $ (53) $ (2)
Interest expense (15,722) (10,430) (10,430)
-------- -------- --------
Loss before equity in income of AmeriGas Propane, L.P. (15,726) (10,483) (10,432)
Equity in income before accounting changes
of AmeriGas Propane, L.P. 68,741 25,679 36,067
-------- -------- --------
Income before equity in accounting changes
of unconsolidated subsidiaries 53,015 15,196 25,635
Equity in accounting changes of AmeriGas Propane, L.P. 12,494 -- --
-------- -------- --------
Net income $ 65,509 $ 15,196 $ 25,635
======== ======== ========
General partner's interest in net income $ 655 $ 152 $ 256
======== ======== ========
Limited partners' interest in net income $ 64,854 $ 15,044 $ 25,379
======== ======== ========
Income per limited partner unit - basis and diluted:
Income before accounting changes $ 1.18 $ 0.36 $ 0.61
Cumulative effect of accounting changes, net 0.28 -- --
-------- -------- --------
Net income $ 1.46 $ 0.36 $ 0.61
======== ======== ========
Average limited partner units outstanding - basic
and diluted (thousands) 44,453 41,969 41,918
======== ======== ========
S-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)
Year
Ended
September 30,
---------------------------------------------
2001 2000 1999
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 65,509 $ 15,196 $ 25,635
Reconciliation of net income to net cash from
operating activities:
Equity in income of AmeriGas Propane, L.P. (81,235) (25,679) (36,067)
Other, net (2,617) 306 305
Increase (decrease) in accounts receivable (3,183) -- 30
Increase (decrease) in current liabilities 8,951 53 (28)
--------- --------- ---------
Net cash used by operating activities (12,575) (10,124) (10,125)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to AmeriGas Propane, L.P. (294,357) -- (16)
Distributions from AmeriGas Propane, L.P. 111,744 103,390 103,255
--------- --------- ---------
Net cash provided by investing activities (182,613) 103,390 103,239
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (98,435) (93,266) (93,130)
Issuance of long-term debt 252,833 -- --
Proceeds from issuance of Common Units 39,836 -- --
Capital contribution from General Partner 956 -- 16
--------- --------- ---------
Net cash provided (used) by
financing activities 195,190 (93,266) (93,114)
--------- --------- ---------
Change in cash and cash equivalents $ 2 $ -- $ --
========= ========= =========
CASH AND CASH EQUIVALENTS:
End of period $ 2 $ -- $ --
Beginning of period -- -- --
--------- --------- ---------
Change $ 2 $ -- $ --
========= ========= =========
S-3
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
------- -------- ----- ----
YEAR ENDED SEPTEMBER 30, 2001
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 6,529 $7,497 $ (3,234)(1) $10,792
======= =======
Allowance for amortization of deferred
financing costs $ 8,835 $2,024 $ -- $10,859
======= =======
Other reserves:
Self-insured property and casualty liability $32,840 $14,281 $(14,055)(2) $33,066
======= =======
Insured property and casualty liability $ 2,068 $ (602) $ -- $ 1,466
======= =======
Environmental and other $10,562 $ (55) $ (1,276)(2) $ 9,231
======= =======
YEAR ENDED SEPTEMBER 30, 2000
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 5,998 $ 5,476 $ (4,945)(1) $ 6,529
======= =======
Allowance for amortization of other
deferred costs $ 1,371 $ 99 $ (1,470)(3) $ -
======= =======
Allowance for amortization of deferred
financing costs $ 7,063 $ 1,772 $ - $ 8,835
======= =======
Other reserves:
Self-insured property and casualty liability $34,607 $12,138 $(13,905)(2) $32,840
======= =======
Insured property and casualty liability $ 5,068 $(3,000) $ - $ 2,068
======= =======
Environmental and other $12,165 $ (500) $ (1,143)(2) $10,562
======= =======
40 (3)
S-4
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
------- -------- ----- ----
YEAR ENDED SEPTEMBER 30, 1999
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 6,432 $ 3,528 $ (3,962)(1) $ 5,998
======= =======
Allowance for amortization of other
deferred costs $ 584 $ 787 $ -- $ 1,371
======= =======
Allowance for amortization of deferred
financing costs $ 5,407 $ 1,656 $ -- $ 7,063
======= =======
Other reserves:
Self-insured property and casualty liability $41,842 $10,952 $(18,187)(2) $34,607
======= =======
Insured property and casualty liability $ 4,300 $ 768 $ -- $ 5,068
======= =======
Environmental and other $13,167 $ -- $ (1,161)(2) $12,165
======= =======
159(3)
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments, net of any refunds
(3) Other adjustments.
S-5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the AmeriGas
Partners, L.P. annual report to unitholders for the year ended September 30,
2001, incorporated by reference in this Form 10-K, and have issued our report
thereon dated November 16, 2001. Our report on the financial statements includes
an explanatory paragraph with respect to the changes in the method of accounting
for tank installation costs and nonrefundable tank fees and the adoption of SFAS
No. 133 as discussed in notes 2 and 4 to the financial statements. Our audits
were made for the purpose of forming an opinion on those basic consolidated
financial statements taken as a whole. The schedules listed in the index on
pages F-2 and F-3 are the responsibility of the management of AmeriGas Propane,
Inc. and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 16, 2001
S-6
EXHIBIT INDEX
- --------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- --------------------------------------------------------------------------------
3.8 Amended and Restated Agreement of Limited Partnership of
AmeriGas Eagle Propane, L.P. dated July 19, 1999
3.9 Amended and Restated Agreement of Limited Partnership of
AmeriGas Propane, L.P. dated as of April 12, 1995
4.8 Fifth Amendment dated as of August 1, 2001 to Note Agreement
dated as of April 12, 1995
10.6 Fifth Amendment dated as of July 31, 2001 to Amended and
Restated Credit Agreement
10.8 First Amendment dated as of July 31, 2001 to Intercreditor and
Agency Agreement dated as of April 19, 1995
10.10 First Amendment dated as of July 31, 2001 to General Security
Agreement dated as of April 19, 1995
10.12 First Amendment dated as of July 31, 2001 to Subsidiary
Security Agreement dated as of April 19, 1995
10.29 Form of AmeriGas Propane, Inc. 2000 Long Term Incentive Plan
10.39 Promissory Note by National Propane, L.P. a Delaware limited
partnership in favor of Columbia Propane Corporation dated
July 19, 1999
10.40 Loan Agreement dated July 19, 1999 between National Propane,
L.P. and Columbia Propane Corporation
10.41 First Amendment dated August 21, 2001 to Loan Agreement dated
July 19, 1999 between National Propane, L.P. and Columbia
Propane Corporation
10.42 Columbia Energy Group Payment Guaranty dated April 5, 1999
10.43 Ground Lease dated August 13, 2001 by and between Reading
Terminals Corporation and Columbia Propane Corporation
10.44 Master Lease dated August 20, 2001 between AmeriGas Propane,
L.P. and Columbia Propane, L.P.
10.45 Master Sublease dated August 20, 2001 between AmeriGas
Propane, L.P. and Columbia Propane, L.P.
10.46 Keep Well Agreement by and between AmeriGas Propane, L.P. and
Columbia Propane Corporation dated August 21, 2001
10.47 Management Services Agreement effective as of August 21, 2001
between AmeriGas Propane, Inc. and AmeriGas Eagle Holdings,
Inc., the general partner of AmeriGas Eagle Propane, L.P.
13 Pages 10 to 23 of the AmeriGas Partners, L.P. 2001 Annual
Report for year ended September 30, 2001
21 Subsidiaries of AmeriGas Partners, L.P.
23 Consent of Arthur Andersen LLP