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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 13, 2005
AmeriGas Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-13692 23-2787918
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
460 No. Gulph Road, King of Prussia, 19406
Pennsylvania
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 610 337-7000
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 13, 2005, AmeriGas Partners, L.P., a Delaware limited partnership (the
"Partnership"), AmeriGas Finance Corp., a Delaware corporation ("Finance Corp.,"
and together with the Partnership, the "Issuers"), AmeriGas Propane, L.P., a
Delaware limited partnership, AmeriGas Propane, Inc., a Pennsylvania
corporation, AmeriGas Eagle Propane, L.P., a Delaware limited partnership, and
AmeriGas Eagle Holdings, Inc., a Delaware corporation, entered into a Purchase
Agreement (the "Purchase Agreement") relating to the offering and sale by the
Issuers of $415.0 million principal amount of 7.25% Senior Notes due 2015 (the
"Notes") in accordance with Rule 144A and Regulation S. The Purchase Agreement
provides for the delivery of the Notes to the initial purchasers on May 3, 2005,
or at such other time as the Issuers and the representative of the initial
purchasers may determine.
The purpose of the offering is to enable the Partnership to purchase outstanding
8.875% Senior Notes due 2011, issued by the Partnership and AP Eagle Finance
Corp. (the "8.875% senior notes"). The Partnership commenced a tender offer on
April 4, 2005, pursuant to which the Partnership has offered to purchase the
entire $388.0 million principal amount of the 8.875% senior notes.
The Notes have not been registered for public sale under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated April 14, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
AmeriGas Partners, L.P.
April 15, 2005 By: /s/ Margaret M. Calabrese
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Name: Margaret M. Calabrese
Title: Assistant Secretary of AmeriGas Propane, Inc.,
the general partner of AmeriGas Partners, L.P.
Exhibit Index
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 14, 2005