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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, 2003
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 March 31, 2003 was approximately
$596,142,873. At December 15, 2003, there were outstanding 52,347,708 Common
Units representing limited partner interests.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2003 are incorporated by
reference in Part II of this Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
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TABLE OF CONTENTS
PAGE
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PART I: BUSINESS.................................................................... 1
Item 1. Business.................................................................... 1
Item 2. Properties.................................................................. 8
Item 3. Legal Proceedings........................................................... 9
Item 4. Submission of Matters to a Vote of Security Holders......................... 10
PART II: SECURITIES AND FINANCIAL INFORMATION........................................ 11
Item 5. Market for Registrant's Common Units and Related Security Holder Matters.... 11
Item 6. Selected Financial Data..................................................... 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................. 14
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
Item 9A. Controls and Procedures..................................................... 27
PART III: MANAGEMENT AND SECURITY HOLDERS............................................. 28
Item 10. Directors and Executive Officers of the General Partner..................... 28
Item 11. Executive Compensation...................................................... 32
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Security Holder Matters..................................................... 43
(i)
Item 13. Certain Relationships and Related Transactions.............................. 45
Item 14. Principal Accountant Fees and Services...................................... 47
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS.................................. 48
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............ 48
Signatures.................................................................. 57
Index to Financial Statements and Financial Statement Schedules............. F-2
(ii)
PART I: BUSINESS
ITEM 1. BUSINESS
GENERAL
AmeriGas Partners, L.P. ("AmeriGas Partners" or the "Partnership") is a
publicly traded limited partnership formed under Delaware law on November 2,
1994. We are the largest retail propane distributor in the United States, based
on retail sales volume. As of September 30, 2003, we served approximately 1.3
million residential, commercial, industrial, agricultural and motor fuel
customers from approximately 650 district locations in 46 states.
We conduct our business principally through our subsidiary, AmeriGas
Propane, L.P. ("AmeriGas OLP") and its subsidiary, AmeriGas Eagle Propane, L.P.
("Eagle OLP" and together with AmeriGas OLP, the "Operating Partnership"), both
Delaware limited partnerships. Eagle OLP has a less-than-one percent minority
limited partner. Our common units ("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.
On October 1, 2003, AmeriGas OLP acquired substantially all of the
retail propane distribution assets and business of Horizon Propane LLC ("Horizon
Propane") for approximately $31 million. During its 2003 fiscal year, Horizon
Propane sold over 30 million gallons of propane from ninety locations in twelve
states.
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 Stock Exchange and the Philadelphia Stock
Exchange. Through various subsidiaries, UGI has been in the propane distribution
business for over 40 years. The General Partner and its subsidiary Petrolane
Incorporated have an effective 48% 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." and
together the "Finance Corp."). Each Finance Corp. was formed to serve 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 any
Finance Corp. The Finance Corp. executive offices are located at 460 North Gulph
Road, King of Prussia, Pennsylvania 19406; telephone number (610) 337-7000.
-1-
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 productivity 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 retail propane industry is mature, with only modest growth
in total demand for the product foreseen. 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 strategic accounts programs. In addition,
we believe opportunities exist to grow our business internally through saleS and
marketing programs designed to attract and retain customers.
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.
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, 2003, the Partnership distributed propane to
approximately 1.3 million customers from approximately 650 district locations in
46 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 84%
of the Partnership's fiscal year 2003 sales (based on gallons sold) were to
retail accounts and
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approximately 16% were to wholesale customers. Sales to residential customers in
fiscal 2003 represented approximately 42% of retail gallons sold;
industrial/commercial customers 34%; motor fuel customers 11%; and agricultural
customers 7%. Transport gallons, which are large-scale deliveries to retail
customers other than residential, accounted for 6% of 2003 retail gallons. No
single customer accounts for 5% 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 Partnership continues to expand its PPX Prefilled
Propane Xchange program ("PPX(R)"). At September 30, 2003, PPX was available at
approximately 20,000 retail locations throughout the United States. Sales of our
PPX grill cylinders to retailers are included in the commercial/industrial
market. The PPX program enables consumers to exchange their empty 20-pound
propane grill cylinders for filled cylinders at various retail locations such as
home centers, mass merchandisers and grocery and convenience stores. During
fiscal year 2002, the Partnership introduced PPX Plus. PPX Plus cylinders are
equipped with a special overfill protection device ("OPD") required by the
National Fire Protection Association ("NFPA").
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
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 120 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.
PROPANE SUPPLY AND STORAGE
The Partnership has over 200 domestic and international sources of
supply, including the spot market. Supplies of propane from the Partnership's
sources historically have been readily available. During the year ended
September 30, 2003, over 90% of the Partnership's propane supply was purchased
under supply agreements with terms of 1 to 3 years. Approximately 79% of the
volumes purchased under those agreements were from 10 suppliers, including BP
Products North America Inc. and its affiliate BP Marketing Inc. (approximately
20%); Dynegy Midstream Services (approximately 18%); and Enterprise Products
Operating LP and its affiliate Canadian
-3-
Enterprises Gas Products Ltd. (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 crude 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 2004. 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 BP, Dynegy and Enterprise Products, no single supplier provided more than
10% of the Partnership's total propane supply in fiscal year 2003. 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.
During fiscal year 2003, 92% of the Partnership's supply contracts
provided for pricing based upon posted prices at the time of delivery or index
formulas based on 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.
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."
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 GRAPH]
Mont Belvieu Conway
Oct-96 51.57 51.53
Nov-96 58.05 63.41
Dec-96 61.04 84.29
Jan-97 47.45 63.39
Feb-97 38.71 39.02
Mar-97 38.50 37.26
Apr-97 34.88 35.26
May-97 35.31 36.48
Jun-97 34.43 35.86
Jul-97 34.91 34.63
Aug-97 37.03 36.53
Sep-97 38.68 37.95
Oct-97 39.83 37.32
Nov-97 35.95 35.00
Dec-97 33.57 31.36
Jan-98 30.07 28.21
Feb-98 29.79 28.32
Mar-98 27.39 27.84
Apr-98 29.06 29.47
May-98 27.42 27.82
Jun-98 24.42 24.84
Jul-98 24.54 24.55
Aug-98 24.12 23.87
Sep-98 24.83 24.04
Oct-98 25.72 24.57
Nov-98 24.79 23.20
Dec-98 20.89 18.72
Jan-99 21.75 19.61
Feb-99 22.43 20.58
Mar-99 24.10 23.40
Apr-99 28.26 27.58
May-99 28.31 26.88
Jun-99 30.95 28.68
Jul-99 37.26 34.62
Aug-99 40.51 37.56
Sep-99 43.18 42.40
Oct-99 45.46 43.39
Nov-99 43.44 38.78
Dec-99 42.83 35.10
Jan-00 56.11 42.32
Feb-00 59.72 47.26
Mar-00 51.13 47.65
Apr-00 46.88 43.64
May-00 51.31 50.81
Jun-00 55.47 56.22
Jul-00 54.88 56.29
Aug-00 58.54 63.52
Sep-00 64.21 70.95
Oct-00 61.82 64.05
Nov-00 60.71 60.45
Dec-00 77.63 79.75
Jan-01 77.27 83.03
Feb-01 59.39 63.03
Mar-01 54.94 57.12
Apr-01 54.37 60.26
May-01 51.20 56.90
Jun-01 43.17 47.70
Jul-01 38.87 43.27
Aug-01 41.54 45.71
Sep-01 41.67 46.53
Oct-01 39.48 44.19
Nov-01 33.04 35.19
Dec-01 30.43 30.34
Jan-02 29.05 26.60
Feb-02 31.20 27.92
Mar-02 37.95 35.93
Apr-02 41.52 40.07
May-02 40.69 38.09
Jun-02 37.51 35.25
Jul-02 37.19 35.47
Aug-02 41.49 41.53
Sep-02 47.17 45.93
Oct-02 47.95 47.12
Nov-02 47.26 48.01
Dec-02 52.40 52.32
Jan-03 60.38 57.70
Feb-03 77.30 73.03
Mar-03 62.77 57.09
Apr-03 50.42 50.28
May-03 54.09 55.41
Jun-03 55.98 59.71
Jul-03 53.01 58.90
Aug-03 54.84 63.63
Sep-03 52.00 59.44
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 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.
In the motor fuel market, propane competes with gasoline and diesel
fuel as well as electric batteries and fuel cells. 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.
The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Therefore, the Partnership's ability to grow
within the industry is dependent on its ability to acquire other retail
distributors and to achieve internal growth, which includes expansion of the
PPX(R)program (through which consumers can exchange an empty propane grill
cylinder for a filled one) and strategic accounts program (formerly called
"national accounts," through which the Partnership encourages large,
multi-location propane users to enter into a supply agreement with it rather
than with many small suppliers), as well as the success of its sales and
marketing programs designed to attract and retain customers. The failure of the
Partnership to retain and grow its customer base would have an adverse effect on
its results.
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 providing high quality customer service,
maintaining competitive retail prices and controlling operating expenses.
Based on the most recent annual survey by the American Petroleum
Institute, the 2002 domestic retail market for propane (annual sales for other
than chemical uses) was approximately 11.9 billion gallons and, based on LP-GAS
magazine rankings, 2002 sales volume of the ten
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largest propane companies (including AmeriGas Partners) represented
approximately 32% of domestic retail sales. Management believes the
Partnership's 2003 retail volume represents 9% of the domestic retail market.
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 2003 retail sales volume 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
Homeland Security Act of 2002, the Emergency 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
-6-
hazardous substances may exist. See Notes 1 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, NFPA 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. Effective April
1, 2002, NFPA Pamphlet No. 58 requires portable propane cylinders to be equipped
with an OPD. Although NFPA Pamphlet No. 58 has not yet been adopted in all
states, the Partnership complies with the OPD requirements throughout the United
States. Effective July 2004, NFPA Pamphlet No. 58 requires stationary cylinders
that are filled in place to be re-qualified periodically. 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
and the Homeland Security Act of 2002. These regulations cover the security of
and 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.
-7-
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, 2003, the General
Partner had approximately 6,200 employees, including approximately 400 temporary
and part-time employees, working on behalf of the Partnership. 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.
ITEM 2. PROPERTIES
As of September 30, 2003, the Partnership owned approximately 87% 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 owns a 600,000 barrel
refrigerated, above-ground storage facility located on leased property 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 leased 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.
-8-
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, 2003,
the Partnership operated a transportation fleet with the following assets:
APPROXIMATE QUANTITY & EQUIPMENT TYPE % OWNED % LEASED
400 Trailers 90 10
200 Tractors 45 55
150 Railroad tank cars 0 100
2,500 Bobtail trucks 20 80
350 Rack trucks 25 75
2,200 Service and delivery trucks 25 75
Other assets owned at September 30, 2003 included approximately 900,000
stationary storage tanks with typical capacities of 121 to 2,000 gallons and
approximately 2.4 million portable propane cylinders with typical capacities of
1 to 120 gallons. The Partnership also owned approximately 6,100 large volume
tanks which are used for its own storage requirements. AmeriGas OLP has debt
secured by liens and mortgages on its real and personal property. AmeriGas OLP
owns approximately 67% of the Partnership's property, plant and equipment.
ITEM 3. LEGAL PROCEEDINGS
With the exception of the matter set forth below, no material legal
proceedings are 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.
Swiger, et al. v. UGI/AmeriGas, Inc. et al. Plaintiffs Samuel and
Brenda Swiger and their son (the "Swigers") sustained personal injuries and
property damage as a result of a fire that occurred when propane that leaked
from an underground line ignited. In July 1998, the Swigers filed a class action
lawsuit against AmeriGas Propane, L.P. (named incorrectly as "UGI/AmeriGas,
Inc."), in the circuit Court of Monongalia County, West Virginia (Civil Action
No. 98-C-298), in which they sought to recover an unspecified amount of
compensatory and punitive damages and attorney's fees, for themselves and on
behalf of persons in West Virginia for whom the defendants had installed propane
gas lines, allegedly resulting from the defendants' failure to install
underground propane lines at depths required by applicable safety standards.
Plaintiffs have filed various motions with the court, which seek to broaden the
scope of their claims and to expand the size of the class to include customers
whose lines were installed by other propane suppliers. These motions are
currently pending before the court and defendants cannot predict the outcome of
those motions. Beginning in 2001, the defendants voluntarily undertook to
inspect and replace underground lines of its current customers that may not be
in compliance with applicable safety standards. The General Partner expects to
complete the line replacement project by late fiscal 2004 or early fiscal 2005.
In 2003, the defendants settled the individual personal injury and property
damage claims of the Swigers. The defendants believe
-9-
they have defenses to the claims of the class members and intend to vigorously
defend against the remaining claims in this lawsuit.
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 2003 fiscal year.
-10-
PART II: SECURITIES AND FINANCIAL INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON UNITS AND RELATED SECURITY HOLDER MATTERS
Each Common Unit represents a limited partner interest in the
Partnership. 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 ("NYSE")
Composite Transactions tape, and the amount of cash distributions paid per
Common Unit.
PRICE RANGE CASH
2003 FISCAL YEAR HIGH LOW DISTRIBUTION
Fourth Quarter $27.13 $22.50 $0.55
Third Quarter 27.25 24.00 0.55
Second Quarter 25.09 23.30 0.55
First Quarter 24.73 20.25 0.55
PRICE RANGE CASH
2002 FISCAL YEAR HIGH LOW DISTRIBUTION
Fourth Quarter $23.79 $17.11 $0.55
Third Quarter 23.85 21.32 0.55
Second Quarter 22.74 19.36 0.55
First Quarter 25.35 21.40 0.55
As of December 15, 2003, there were 1,588 record holders of the
Partnership's Common Units. Effective November 18, 2002, the Partnership's
subordinated units, representing limited partner interests, were converted to
Common Units.
The Partnership makes quarterly distributions to its partners in an
aggregate amount equal to its Available Cash, as defined in the Second 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 Partnership's Consolidated Financial
Statements which are incorporated herein by reference. Prior to the termination
of the subordination period effective November 18, 2002, Distributions of
Available Cash to the
-11-
General Partner on its subordinated units, representing limited partner
interests ("Subordinated Units") were 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. In December 2002, the General Partner determined that the
cash-based performance and distribution requirements for termination of the
subordination period were achieved in respect of the quarter ended September 30,
2003. As a result, effective November 18, 2002, the subordinated units held by
the General Partner were converted to Common Units.
-12-
ITEM 6. SELECTED FINANCIAL DATA
Year Ended
September 30,
----------------------------------------------------------------------
2003 2002 2001 (a) 2000 (a) 1999 (a)
----------- ----------- ----------- ----------- ------------
(Thousands of dollars, except per unit)
FOR THE PERIOD:
INCOME STATEMENT DATA:
Revenues $ 1,628,424 $ 1,307,880 $ 1,418,364 $ 1,120,056 $ 872,535
Income before accounting changes $ 71,958 $ 55,366 $ 53,015 $ 15,196 $ 25,635
Cumulative effect of accounting changes (b) - - 12,494 - -
----------- ----------- ----------- ----------- -----------
Net income (c) (d) $ 71,958 $ 55,366 $ 65,509 $ 15,196 $ 25,635
=========== =========== =========== =========== ===========
Limited partners' interest
in net income $ 71,238 $ 54,812 $ 64,854 $ 15,044 $ 25,379
Income per limited partner
unit - basic and diluted:
Income before accounting changes $ 1.42 $ 1.12 $ 1.18 $ 0.36 $ 0.61
Cumulative effect of accounting changes - - 0.28 - -
----------- ----------- ----------- ----------- -----------
Net income (c) (d) $ 1.42 $ 1.12 $ 1.46 $ 0.36 $ 0.61
=========== =========== =========== =========== ===========
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 $ 236,332 $ 224,843 $ 230,260 $ 188,845 $ 140,569
Total assets 1,482,176 1,472,618 1,496,422 1,258,220 1,196,461
Current liabilities (excluding debt) 239,343 237,426 238,512 172,501 148,513
Total debt 927,286 955,784 1,005,904 887,234 766,725
Minority interests 7,005 6,232 5,641 2,587 3,380
Partners' capital 253,683 228,366 203,505 155,971 234,041
OTHER DATA:
EBITDA (e) $ 234,364 $ 209,649 $ 220,338 $ 157,326 $ 157,156
Capital expenditures (including
capital leases) $ 53,429 $ 53,472 $ 39,204 $ 30,427 $ 34,577
Retail propane gallons sold (millions) (f) 1,074.9 987.5 866.8 817.7 829.5
Degree days - % (warmer) colder
than normal (g) 0.2 (10.0) 2.6 (13.7) (9.9)
(a) Arthur Andersen LLP audited the Partnership's consolidated financial
statements for 2001, 2000, and 1999. See Item 15 - Notice Regarding
Arthur Andersen LLP.
(b) 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 2 and 18 to Consolidated Financial Statements).
(c) 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, respectively.
(d) SFAS No. 142, "Goodwill and Other Intangible Assets," was adopted
effective October 1, 2001. Net income and net income per limited partner
unit adjusted to reflect the impact of SFAS No. 142 as if it had been
adopted at the beginning of the periods presented are as follows: 2001 -
$89,079 and $1.98; 2000 - $38,313 and $0.90; 1999 - $48,336 and $1.14,
respectively.
(e) 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.
Management believes EBITDA is a meaningful non-GAAP measure used by
investors to compare the Partnership's operating performance with other
companies within the propane industry. Weather significantly impacts
demand for propane and profitability because many customers use propane
for heating purposes.
(f) Retail gallons sold in 2003 include certain bulk gallons previously
considered wholesale gallons. Prior-year gallon amounts have been
adjusted to conform to the current-year classification.
(g) Deviation from average heating degree days based upon national weather
statistics provided by the National Oceanic and Atmospheric
Administration (NOAA) for 335 airports in the United States, excluding
Alaska.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") relates to AmeriGas Partners and the Operating Partnerships.
AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp.
have nominal assets and do not conduct any operations but act as co-obligors of
certain AmeriGas Partners' debt securities. Accordingly, discussions of the
results of operations and financial condition and liquidity of these entities
are not presented. Our MD&A should be read in conjunction with our consolidated
financial statements and related notes thereto included elsewhere in this Annual
Report on Form 10-K.
ANALYSIS OF RESULTS OF OPERATIONS
The following analysis compares the Partnership's results of operations for (1)
the year ended September 30, 2003 ("Fiscal 2003") with the year ended September
30, 2002 ("Fiscal 2002") and (2) Fiscal 2002 with the year ended September 30,
2001 ("Fiscal 2001").
The following table provides gallon, weather and certain financial information
for the Partnership should be read in conjunction with "Fiscal 2003 Compared to
Fiscal 2002" and "Fiscal 2002 Compared to Fiscal 2001":
(Dollars in millions)
Year Ended September 30,
--------------------------------------------
2003 2002 2001
--------- --------- ---------
Gallons sold (millions) (a):
Retail 1,074.9 987.5 866.8
Wholesale 209.8 195.3 246.8
--------- --------- ---------
1,284.7 1,182.8 1,113.6
========= ========= =========
Revenues:
Retail propane $ 1,375.5 $ 1,102.8 $ 1,147.3
Wholesale propane 127.1 88.8 175.6
Other 125.8 116.3 95.5
--------- --------- ---------
$ 1,628.4 $ 1,307.9 $ 1,418.4
========= ========= =========
Total margin (b) $ 718.1 $ 654.8 $ 571.3
EBITDA (c) $ 234.4 $ 209.6 $ 220.3
Operating income (d) $ 164.0 $ 145.3 $ 133.8
Degree days - % colder (warmer)
than normal (e) 0.2% (10.0)% 2.6%
(a) Retail gallons sold in Fiscal 2003 include certain bulk gallons previously
considered wholesale gallons. Prior-year gallon amounts have been adjusted
to conform to the current year classification.
(b) Total margin represents total revenues less total cost of sales.
-14-
(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 or financial condition under accounting
principles generally accepted in the United States of America. Management
believes EBITDA is a meaningful non-GAAP financial measure used by
investors to compare the Partnership's operating performance with other
companies within the propane industry and to evaluate our ability to meet
loan covenants. Weather significantly impacts demand for propane and
profitability because many customers use propane for heating purposes. The
following table includes reconciliations of net income to EBITDA for the
fiscal years presented:
Year Ended September 30,
---------------------------------------
2003 2002 2001
------- ------- -------
Net income $ 72.0 $ 55.4 $ 65.5
Income tax expense (benefit) 0.6 0.3 (0.3)
Interest expense 87.2 87.8 80.4
Depreciation 70.4 62.0 48.1
Amortization 4.2 4.1 26.6
------- ------- -------
EBITDA $ 234.4 $ 209.6 $ 220.3
======= ======= =======
(d) Results for Fiscal 2003 and 2002 reflect the elimination of goodwill
amortization resulting from the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Pro
forma operating income for Fiscal 2001 as if the adoption of SFAS 142 had
occurred as of October 1, 2000 is $157.6 million.
(e) Deviation from average heating degree days based upon national weather
statistics provided by the National Oceanic and Atmospheric Administration
("NOAA") for 335 airports in the United States, excluding Alaska.
FISCAL 2003 COMPARED WITH FISCAL 2002
Weather based upon heating degree days was essentially normal during Fiscal 2003
compared to weather that was 10.0% warmer than normal in Fiscal 2002. Although
temperatures nationwide averaged near normal during Fiscal 2003, our overall
results reflect weather that was significantly warmer in the West and generally
colder than normal in the East. Retail propane volumes sold increased 87.4
million gallons in Fiscal 2003 due principally to the effects of the colder
weather and, to a much lesser extent, volume growth from acquisitions and
customer growth. These increases were achieved notwithstanding the effects of
price-induced customer conservation and, with respect to commercial and
industrial customers, continuing economic weakness.
Retail propane revenues increased $272.7 million reflecting (1) a $175.1 million
increase due to higher average selling prices and (2) a $97.6 million increase
due to the higher retail volumes sold. Wholesale propane revenues increased
$38.3 million reflecting (1) a $31.7 million increase due to higher average
selling prices and (2) a $6.6 million increase due to the higher volumes sold.
The higher retail and wholesale selling prices reflect significantly higher
propane product costs during Fiscal 2003 resulting from, among other things,
higher crude oil and natural gas
-15-
prices and lower propane inventories. Other revenues from ancillary sales and
services were $125.8 million in Fiscal 2003 and $116.3 million in Fiscal 2002.
Total cost of sales increased $257.3 million reflecting the higher propane
product costs and higher volumes sold.
The $63.3 million increase in total margin is principally due to the higher
propane gallons sold and, to a lesser extent, slightly higher average retail
propane unit margins. Notwithstanding the previously mentioned significant
increase in the commodity price of propane, retail propane unit margins were
slightly higher than the prior year reflecting the effects of the higher average
selling prices and the benefits of favorable propane product cost management
activities. Beginning in Fiscal 2002 and continuing in Fiscal 2003, unit margins
associated with the Partnership's Prefilled Propane Xchange program ("PPX(R)")
were higher than historical levels reflecting increases in PPX(R) sales prices
to fund cylinder valve replacement capital expenditures. These capital
expenditures resulted from National Fire Protection Association ("NFPA")
guidelines enacted in Fiscal 2002 requiring propane grill cylinders be fitted
with overfill protection devices ("OPDs"). The extent to which this level of
PPX(R) margin is sustainable in the future will depend upon a number of factors
including the continuing rate of OPD valve replacement and competitive market
conditions.
EBITDA increased $24.8 million in Fiscal 2003 reflecting the previously
mentioned increase in total margin and a $4.6 million increase in other income
partially offset by a $40.6 million increase in operating and administrative
expenses and a $2.3 million increase in losses associated with early
extinguishments of long-term debt. Although EBITDA is not a measure of
performance or financial condition under accounting principles generally
accepted in the United States of America, management believes EBITDA is a
meaningful non-GAAP financial measure used by investors to compare the
Partnership's operating performance with other companies within the propane
industry and to evaluate our ability to meet loan covenants. Operating and
administrative expenses increased principally due to higher medical and general
insurance expenses, higher distribution expenses as a result of the previously
mentioned greater retail volumes, and higher incentive compensation and
uncollectible accounts expenses. In addition, the Partnership incurred $3.8
million of costs during Fiscal 2003 associated with a realignment of the
Partnership's management structure announced in June 2003. Other income in
Fiscal 2003 includes a gain of $1.1 million from the settlement of certain hedge
contracts and greater income from finance charges and asset sales while other
income in the prior year was reduced by a $2.1 million loss from declines in the
value of propane commodity option contracts. Operating income in Fiscal 2003
increased less than the increase in EBITDA due to higher depreciation expense
principally associated with PPX(R) partially offset by the previously mentioned
increase in losses associated with early extinguishments of long-term debt.
FISCAL 2002 COMPARED WITH FISCAL 2001
The Partnership's Fiscal 2002 operating results were negatively impacted by
significantly warmer than normal heating-season weather. Fiscal 2002
temperatures based upon heating degree day data provided by NOAA were
approximately 10.0% warmer than normal and 12.3% warmer than Fiscal 2001.
Notwithstanding the impact of the warmer weather on heating-related sales and
the effects of a sluggish U.S. economy on commercial sales, retail gallons sold
increased 120.7 million gallons principally as a result of the full-year effect
of the Partnership's August 21, 2001 acquisition of Columbia Propane and, to a
much lesser extent, greater volumes from our PPX(R) grill cylinder exchange
business. The increase in PPX(R) sales principally reflects the effect on Fiscal
2002 grill cylinder exchanges resulting from the previously mentioned NFPA
-16-
guidelines requiring grill cylinders be fitted with OPDs and, to a lesser
extent, the full-year effects of Fiscal 2001 increases in the number of PPX(R)
distribution outlets.
Retail propane revenues were $1,102.8 million in Fiscal 2002, a decrease of
$44.5 million from Fiscal 2001, reflecting a $204.3 million decrease as a result
of lower average selling prices partially offset by a $159.8 million increase as
a result of the greater retail volumes sold. Wholesale propane revenues were
$88.8 million in Fiscal 2002, a decrease of $86.8 million, reflecting a $50.2
million decrease due to lower average selling prices and a $36.6 million
decrease as a result of lower wholesale volumes sold. The lower Fiscal 2002
retail and wholesale selling prices resulted from lower Fiscal 2002 propane
product costs. Revenues from other sales and services increased $20.8 million
primarily due to the full-year impact of the Columbia Propane acquisition. Total
cost of sales declined $193.9 million in Fiscal 2002 reflecting lower average
propane product costs and the lower wholesale sales partially offset by the
higher retail gallons sold.
Total margin increased $83.5 million reflecting the full-year volume impact of
the Columbia Propane acquisition and a $25.5 million increase in total margin
from PPX(R) reflecting higher volumes and unit margins. PPX(R) propane unit
margins in Fiscal 2002 were higher than in Fiscal 2001 reflecting increases in
sales prices to fund OPD valve replacement capital expenditures on
out-of-compliance grill cylinders.
EBITDA increased $1.8 million (excluding the $12.5 million cumulative effect of
the Partnership's changes in accounting for tank fee revenue and tank
installation costs and the adoption of SFAS 133 in Fiscal 2001) as the
significant increase in total margin was substantially offset by a $78.9 million
increase in Partnership operating and administrative expenses and a decrease in
other income. EBITDA of PPX(R) increased approximately $21 million in Fiscal
2002 partially offsetting the effects of the significantly warmer winter weather
on our heating-related volumes. The greater operating and administrative
expenses in Fiscal 2002 resulted primarily from the full-year impact of the
Columbia Propane acquisition and higher volume-driven PPX(R) expenses. During
Fiscal 2002, the Partnership completed its planned blending of 90 Columbia
Propane distribution locations with existing AmeriGas Propane locations. As a
result of these district consolidations and other cost reduction activities,
management believes that by September 30, 2002 it achieved its anticipated $24
million reduction in annualized operating cost savings subsequent to the
acquisition of Columbia Propane. Operating income increased $11.5 million
principally due to the cessation of goodwill amortization in Fiscal 2002 as a
result of the adoption of SFAS 142 partially offset by higher depreciation and
intangible asset amortization associated with Columbia Propane and higher PPX(R)
depreciation. Fiscal 2001 operating income includes $23.8 million of goodwill
amortization.
FINANCIAL CONDITION AND LIQUIDITY
CAPITALIZATION AND LIQUIDITY
The Partnership's debt outstanding at September 30, 2003 totaled $927.3 million.
There were no amounts outstanding under AmeriGas OLP's Credit Agreement at
September 30, 2003.
AmeriGas OLP's Credit Agreement expires on October 15, 2006 and consists of (1)
a $100 million Revolving Credit Facility and (2) a $75 million Acquisition
Facility. The Revolving
-17-
Credit Facility may be used for working capital and general purposes of AmeriGas
OLP. The Acquisition Facility provides AmeriGas OLP with the ability to borrow
up to $75 million to finance the purchase of propane businesses or propane
business assets or, to the extent it is not so used, may be used for working
capital and general purposes. Issued and outstanding letters of credit under the
Revolving Credit Facility, which reduce the amount available for borrowings,
totaled $33.4 million at September 30, 2003. AmeriGas OLP's short-term borrowing
needs are seasonal and are typically greatest during the fall and winter
heating-season months due to the need to fund higher levels of working capital.
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.
AmeriGas Partners periodically issues debt and equity securities and expects to
continue to do so. It has effective debt and equity shelf registration
statements with the U.S. Securities and Exchange Commission ("SEC") under which
it may issue up to an additional (1) $28 million principal amount of 8.875%
Senior Notes due 2011, (2) 1.4 million AmeriGas Partners Common Units and (3) up
to $500 million of debt or equity pursuant to an unallocated shelf registration
statement.
AmeriGas OLP must maintain certain financial ratios in order to borrow under its
Credit Agreement including a minimum interest coverage ratio and a maximum debt
to EBITDA ratio, as defined. AmeriGas OLP's ratios calculated as of September
30, 2003 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. Based upon existing cash balances, cash
expected to be generated from operations, borrowings available under its Credit
Agreement, and the expected refinancing of its maturing long-term debt, the
Partnership's management believes that the Partnership will be able to meet its
anticipated contractual commitments and projected cash needs in Fiscal 2004.
PARTNERSHIP DISTRIBUTIONS
Since its formation in 1995, the Partnership has paid the Minimum Quarterly
Distribution of $0.55 ("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 2003, 2002 and 2001 was approximately $112
million, $109 million and $99 million, respectively. Based upon the number of
Partnership units outstanding on September 30, 2003, the amount of Available
Cash needed annually to pay the MQD on all units and the general partner
interests is approximately $117 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) interest expense and
(2) capital expenditures needed to maintain operating capacity. Partnership
distributable cash as calculated under this method for Fiscal 2003, 2002 and
2001 is as follows:
-18-
Year Ended September 30, 2003 2002 2001
- -------------------------------- -------- -------- ---------
(Millions of dollars)
Net income $ 72.0 $ 55.4 $ 65.5
Income tax expense (benefit) 0.6 0.3 (0.3)
Interest expense 87.2 87.8 80.4
Depreciation 70.4 62.0 48.1
Amortization 4.2 4.1 26.6
-------- -------- --------
EBITDA 234.4 209.6 220.3
Interest expense (87.2) (87.8) (80.4)
Maintenance capital expenditures (22.0) (20.7) (17.8)
-------- -------- --------
Distributable cash $ 125.2 $ 101.1 $ 122.1
-------- -------- --------
Although distributable cash is a reasonable estimate of the amount of cash
generated by the Partnership, it does not reflect, among other things, the
impact of changes in working capital, which can significantly affect cash
available for distribution. Distributable cash 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 of America.
Management believes distributable cash is a meaningful non-GAAP measure for
evaluating the Partnership's ability to declare and pay the MQD pursuant to the
terms of the Partnership Agreement. The Partnership's definition of
distributable cash may be different from that used by other companies. Although
the level of distributable cash in Fiscal 2002 was less than the full MQD, other
sources of cash, including cash from equity offerings and borrowings and changes
in working capital, 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, the cost of propane and
changes in capital market conditions.
CONVERSION OF SUBORDINATED UNITS
In December 2002, the General Partner determined that the cash-based performance
and distribution requirements for the conversion of the remaining 9,891,072
Subordinated Units, all of which were held by the General Partner, had been met
in respect of the quarter ended September 30, 2002. As a result, these
Subordinated Units were converted to a like number of Common Units effective
November 18, 2002. The conversion of the Subordinated Units did not result in an
increase in the total number of AmeriGas Partners limited partner units
outstanding.
CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS
The Partnership has certain contractual cash obligations that extend beyond
Fiscal 2003 including obligations associated with long-term debt, lease
obligations and propane supply contracts. The
-19-
following table presents significant contractual cash obligations as of
September 30, 2003 (in millions).
Payments Due by Period
--------------------------------------------------------------------
Less than 2 - 3 4 - 5 After
Total 1 year years years 5 years
--------- --------- ------- ------- -------
Long-term debt $ 911.3 $ 55.6 $ 169.9 $ 108.2 $ 577.6
Operating leases 177.5 37.2 59.4 41.3 39.6
Propane supply contracts 16.7 16.7 - - -
--------- ------- ------- ------- -------
Total $ 1,105.5 $ 109.5 $ 229.3 $ 149.5 $ 617.2
--------- ------- ------- ------- -------
CASH FLOWS
OPERATING ACTIVITIES. Due to the seasonal nature of the Partnership's business,
cash flows from operating activities are generally strongest during the second
and third fiscal quarters when customers pay for propane consumed during the
heating season months. Conversely, operating cash flows are generally at their
lowest levels during the first and fourth fiscal quarters when the Partnership's
investment in working capital, principally accounts receivable and inventories,
is generally greatest. The Partnership uses its Revolving Credit Facility to
satisfy its seasonal operating cash flow needs. Cash flow from operating
activities was $139.3 million in Fiscal 2003, $159.5 million in Fiscal 2002, and
$153.0 million in Fiscal 2001. Cash flow from operating activities before
changes in operating working capital was $153.3 million in Fiscal 2003, $122.8
million in Fiscal 2002 and $130.7 million in Fiscal 2001. Changes in operating
working capital used $14.0 million of operating cash flow in Fiscal 2003, and
provided $36.7 million and $22.3 million in Fiscal 2002 and Fiscal 2001,
respectively. The increase in Fiscal 2003 working capital cash needs primarily
reflects the effects of higher propane product costs on customer accounts
receivable and inventories.
INVESTING ACTIVITIES. Cash flow used in investing activities was $72.5 million
in Fiscal 2003, $44.4 million in Fiscal 2002, and $238.1 million in Fiscal 2001
(which included the acquisition of Columbia Propane). We spent $52.9 million for
property, plant and equipment (comprising maintenance capital expenditures of
$22.0 million and growth capital expenditures of $30.9 million) in Fiscal 2003
compared to expenditures of $53.5 million (comprising $20.7 million of
maintenance capital expenditures and $32.8 million of growth capital
expenditures) in Fiscal 2002. During Fiscal 2003, the Partnership acquired
several propane distribution businesses for total cash consideration of $27.0
million.
FINANCING ACTIVITIES. Cash flow used by financing activities was $68.3 million
in Fiscal 2003 and $100.3 million in Fiscal 2002. Cash provided by financing
activities was $106.8 million in Fiscal 2001 which includes debt and equity
issued in conjunction with the acquisition of Columbia Propane. Financing
activity cash flow is primarily the result of repayments and issuances of
long-term debt, borrowings under our Credit Agreement, distributions on limited
partner units and proceeds from issuances of Common Units.
In June 2003, AmeriGas Partners sold 2,900,000 Common Units in an underwritten
public offering at a public offering price of $27.12 per unit. The net proceeds
of the public offering totaling $75.0 million, and associated capital
contributions from the General Partner totaling $1.5 million, were contributed
to AmeriGas OLP and used to reduce indebtedness under its bank
-20-
credit agreement and for general partnership purposes. The underwriters'
overallotment option expired unexercised.
The Partnership also completed a number of debt transactions during Fiscal 2003.
In December 2002, AmeriGas Partners issued $88 million face amount of 8.875%
Senior Notes due 2011 at an effective interest rate of 8.30%. The net proceeds
of $89.1 million were used in January 2003 to redeem prior to maturity AmeriGas
Partners' $85 million face amount of 10.125% Senior Notes due April 2007 at a
redemption price of 102.25%, plus accrued interest. The Partnership recognized a
loss of $3.0 million relating to the redemption premium and other associated
costs and expenses. In April 2003, AmeriGas OLP repaid $53.8 million of maturing
First Mortgage Notes. In conjunction with this repayment, in April 2003 AmeriGas
Partners issued $32 million face amount of 8.875% Senior Notes due 2011 at an
effective interest rate of 7.72% and contributed the net proceeds of $33.7
million, including debt premium, to AmeriGas OLP.
RELATED PARTY TRANSACTIONS
Pursuant to the Partnership Agreement and a Management Services Agreement among
AmeriGas Eagle Holdings, Inc. ("AEH"), the general partner of AmeriGas Eagle
Propane, L.P. ("Eagle OLP"), and AmeriGas Propane, Inc. (the "General Partner"),
the General Partner is entitled to reimbursement for all direct and indirect
expenses incurred or payments it makes on behalf of the Partnership. These
costs, which totaled $284.3 million in 2003, $262.4 million in 2002 and $208.9
million in 2001, include employee compensation and benefit expenses of employees
of the General Partner and general and administrative expenses.
UGI Corporation ("UGI") provides certain financial and administrative services
to the General Partner. UGI bills the General Partner for these direct and
indirect corporate expenses and the General Partner is reimbursed by the
Partnership for these expenses. Such corporate expenses totaled $8.3 million in
2003, $6.3 million in 2002, and $5.3 million in 2001. In addition, UGI and
certain of its subsidiaries provide office space and automobile liability
insurance to the Partnership. These expenses totaled $1.7 million in 2003, $1.5
million in 2002 and $1.3 million in 2001.
Subsequent to the Columbia Propane acquisition, the Partnership purchases
propane on behalf of Atlantic Energy, Inc. ("Atlantic Energy"). Atlantic Energy
reimburses AmeriGas OLP for its purchases plus interest as Atlantic Energy sells
such propane to third parties or to AmeriGas OLP itself. The total dollar value
of propane purchased on behalf of Atlantic Energy was $17.2 million and $11.4
million in 2003 and 2002, respectively. Purchases of propane by AmeriGas OLP
from Atlantic Energy during 2003 and 2002 totaled $23.9 million and $12.1
million, respectively.
The General Partner also provides other services to Atlantic Energy including
accounting, insurance and other administrative services and is reimbursed for
the related costs. Such costs were not material during 2003 or 2002. In
addition, AmeriGas OLP enters into product cost hedging contracts on behalf of
Atlantic Energy. When these contracts are settled, AmeriGas OLP is reimbursed
the cost of any losses, or distributes the proceeds of any gains, to Atlantic
Energy.
Amounts due from Atlantic Energy at September 30, 2003 and 2002 totaled $2.0
million and $5.2 million, respectively, which amounts are included in accounts
receivable - related parties in the Consolidated Balance Sheets.
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OFF-BALANCE SHEET ARRANGEMENTS
We lease various buildings and other facilities, transportation, computer and
office equipment. We account for these arrangements as operating leases. These
off-balance sheet arrangements enable us to lease facilities and equipment from
third parties rather than, among other options, purchasing the equipment and
facilities using on-balance sheet financing. For a summary of scheduled future
payments under these lease arrangements, see "Contractual Cash Obligations and
Commitments."
MARKET RISK DISCLOSURES
Our primary financial market risks include commodity prices for propane and
interest rates on borrowings.
The 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 for propane and other energy commodities. 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
reduce the volatility 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. 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 derivative commodity contracts, we carefully monitor
established credit limits with the contract counterparties. 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.
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 Credit
Agreement. This agreement has interest rates that are generally indexed to
short-term market interest rates. At September 30, 2003, there were no
borrowings outstanding under this agreement. At September 30, 2002, borrowings
outstanding under the prior bank credit agreement totaled $10 million. Based
upon weighted average borrowings outstanding under these agreements during
Fiscal 2003 and Fiscal 2002, an increase in short-term interest rates of 100
basis points (1%) would have increased our interest expense by $0.2 million and
$0.1 million, respectively.
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 $42.6 million and $41.2 million at
September 30, 2003 and 2002, respectively. A 100 basis point decrease in market
interest rates would result in increases in the fair market value of this debt
of $45.5 million and $44.1 million at September 30, 2003 and 2002, respectively.
-22-
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 near-term forecasted issuances of fixed-rate
debt, from time to time we enter into interest rate protection agreements.
The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at September 30, 2003 and 2002. 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 50 basis points:
Change in Fair
Fair Value Value
---------- -------------
(Millions of dollars)
September 30, 2003
Propane commodity price risk $ (0.6) $ (24.3)
Interest rate risk (0.2) (2.1)
September 30, 2002
Propane commodity price risk $ 9.8 $ (10.9)
Interest rate risk (2.8) (4.4)
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 or losses on the associated underlying
transactions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in compliance
with generally accepted accounting principles requires the selection and
application of appropriate accounting principles to the relevant facts and
circumstances of the Partnership's operations and the use of estimates made by
management. The Partnership has identified the following critical accounting
policies that are most important to the portrayal of the Partnership's financial
condition and results of operations. Changes in these policies could have a
material effect on the financial statements. The application of these accounting
policies necessarily requires management's most subjective or complex judgments
regarding estimates and projected outcomes of future events which could have a
material impact on the financial statements. Management has reviewed these
critical accounting policies, and the estimates and assumptions associated with
them, with its Audit Committee. In addition, management has reviewed the
following disclosures regarding the application of these critical accounting
policies with the Audit Committee.
LITIGATION ACCRUALS. The Partnership is involved in litigation regarding pending
claims and legal actions that arise in the normal course of its business. In
accordance with accounting principles generally accepted in the United States of
America, the Partnership establishes reserves for
-23-
pending claims and legal actions when it is probable that a liability exists and
the amount or range of amounts can be reasonably estimated. Reasonable estimates
involve management judgments based on a broad range of information and prior
experience. These judgments are reviewed quarterly as more information is
received and the amounts reserved are updated as necessary. Such estimated
reserves may differ materially from the actual liability, and such reserves may
change materially as more information becomes available and estimated reserves
are adjusted.
DEPRECIATION AND AMORTIZATION OF LONG-LIVED ASSETS. We compute depreciation on
property, plant and equipment on a straight-line basis over estimated useful
lives generally ranging from 2 to 40 years. We also use amortization methods and
determine asset values of intangible assets other than goodwill using reasonable
assumptions and projections. Changes in the estimated useful lives of property,
plant and equipment and changes in intangible asset amortization methods or
values could have a material effect on our results of operations.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"). SFAS 148 provides
alternative methods of transition for an entity that voluntarily changes to a
fair value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") to require more prominent disclosure about the
effects on reported net income of stock-based employee compensation. As
permitted by SFAS 148 and SFAS 123, the Partnership expects to continue to
account for stock-based compensation in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and will
continue to provide the required disclosures in its annual and interim financial
statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. SFAS 149 (i) clarifies
under what circumstances a contract with an initial net investment meets the
characteristic of a derivative, (ii) clarifies when a derivative contains a
financing component, (iii) amends the definition of an underlying- rate, price
or index to conform it to language used in FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," and (iv) amends certain other
existing pronouncements. SFAS 149 did not change the methods the Partnership
uses to account for and report its derivatives and hedging activities.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 is effective at the beginning of the first interim period beginning
after June 15, 2003. SFAS 150 establishes guidelines on how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 further defines and requires that certain
instruments within its scope be classified as liabilities on the financial
statements. The adoption of SFAS 150 did not affect the Partnership's financial
position or results of operations.
-24-
In January 2003, the FASB issued Financial Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"), which clarifies Accounting Research
Bulletin No. 51, "Consolidated Financial Statements." FIN 46 is effective
immediately for variable interest entities created or obtained after January 31,
2003. For variable interests created or acquired before February 1, 2003, FIN 46
is effective for the first fiscal or interim period beginning after December 15,
2003. If certain conditions are met, FIN 46 requires the primary beneficiary to
consolidate certain variable interest entities in which the other equity
investors lack the essential characteristics of a controlling financial interest
or their investment at risk is not sufficient to permit the variable interest
entity to finance its activities without additional subordinated financial
support from other parties. The Partnership has not created or obtained any
variable interest entities after January 31, 2003, and is currently in the
process of evaluating the impact of FIN 46, which is not expected to have a
material effect on its financial position or results of operations.
-25-
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 it to our market areas; (3) changes in
laws and regulations, including safety, tax and accounting matters; (4) large
supplier, counterparty or customer defaults; (5) competitive pressures from the
same and alternative energy sources; (6) failure to acquire new customers
thereby reducing or limiting any increase in revenues; (7) liability for
environmental claims; (8) customer conservation measures and improvements in
energy efficiency and technology resulting in reduced demand; (9) adverse labor
relations; (10) inability to make business acquisitions on economically
acceptable terms resulting in failure to acquire new customers thereby limiting
any increase in revenues; (11) liability for personal injury and property damage
arising from explosions and other catastrophic events, including acts of
terrorism, resulting from operating hazards and risks incidental to
transporting, storing and distributing propane, butane and ammonia, including
liability in excess of insurance coverage; (12) political, regulatory and
economic conditions in the United States and in foreign countries; and (13)
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 except as required by federal securities laws.
-26-
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
During fiscal year 2002, the registrants engaged a new independent
auditor, PricewaterhouseCoopers LLP. The information required by Item 9 is
incorporated in this Report by reference to the registrants' Current Report on
Form 8-K dated May 21, 2002, which report was amended on July 2, 2002.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The General Partner's management, with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Partnership's disclosure controls
and procedures as of the end of the period covered by this report were designed
and functioning effectively to provide reasonable assurance that the information
required to be disclosed by the Partnership in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. The
General Partner believes that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
(b) Change in Internal Control over Financial Reporting
No change in the Partnership's internal control over financial reporting
occurred during the Partnership's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
-27-
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 Board of Directors
of the General Partner has determined that all members of the audit committee
qualify as "audit committee financial experts" within the meaning of the
Securities and Exchange Commission regulations. The Board of Directors
considered Mr. Vincent's professional experience to be "other relevant
experience" within the meaning of the applicable regulations. See "Directors and
Executive Officers of the General Partner" below, for a description of Mr.
Vincent's professional experience. Each member of the Audit Committee is
"independent" as defined by the New York Stock Exchange listing standards
currently in effect and those approved by the SEC on November 4, 2003. The Audit
Committee has the authority to (i) make determinations or review determinations
made by management in transactions that require special approval by the
Committee under the terms of the Partnership Agreement and (ii) at the request
of the General Partner, review 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
accountants and the performance of the independent accountants
and internal audit staff; and
- provide a means for open communication among the independent
accountants, management, internal audit staff and the Board of
Directors.
The Audit Committee has sole authority to appoint, retain, fix the compensation
of and oversee the work of the independent auditors. A copy of the current
charter of the Audit Committee is posted on the Partnership's website,
www.amerigas.com; see "Investor Relations - Corporate Governance."
The General Partner has adopted a Code of Ethics for the Chief
Executive Officer and Senior Financial Officers that applies to the General
Partner's Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer. The Code of Ethics is included as an exhibit to this Report and is
posted on the Partnership's website, www.amerigas.com; see "Investor Relations -
Corporate Governance."
-28-
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 53 Chairman, Director
Eugene V. N. Bissell 50 President, Chief Executive Officer
and Director
Thomas F. Donovan 70 Director
Richard C. Gozon 65 Director
William J. Marrazzo 54 Director
James W. Stratton 67 Director
Stephen A. Van Dyck 60 Director
Roger B. Vincent 58 Director
Richard R. Eynon 56 Controller and Chief Accounting Officer
William D. Katz 50 Vice President - Human Resources
Robert H. Knauss 50 Vice President and
General Counsel and
Corporate Secretary
Martha B. Lindsay 51 Vice President - Finance and
Chief Financial Officer
David L. Lugar 46 Vice President - Supply and Logistics
Carey M. Monaghan 52 Vice President - Sales 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 from 1996 until July 2000. He is also a director (since 1994)
and Chairman (since 1996), Chief Executive Officer (since 1995), and President
(since 1994) of UGI Corporation, having previously been Senior Vice President -
Legal and Corporate Development of UGI (1989 to 1994). Mr.
-29-
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 (October 1999 to July 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
Corporation and its subsidiaries, including Director, Corporate Development. He
is immediate past president and a member of the Board of Directors of the
National Propane Gas Association.
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 continues to serve 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 retired as Executive Vice President of Weyerhaeuser Company in 2002 (an
integrated forest products company) and Chairman of Norpac (North Pacific Paper
Company, a joint venture with Nippon Paper Industries), positions he had held
since 1994. Mr. Gozon was formerly a 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 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 (1983-1984). He
also serves as a director of Tenet Health Corp. - Hahnemann University Hospital
and American Water Corporation.
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. 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 of Maritrans Inc. (since 1987) having served
as Chief Executive Officer (1987-2003). Maritrans is one of the nation's largest
independent marine transporters of petroleum. He also serves as a director of
the Board of West of England Mutual Insurance Association, the American
Petroleum Institute, the Chamber of Shipping of America and Seamans' Church
Institute.
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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 located in New York (since 1989). Mr. Vincent served in various capacities
at Bankers Trust Company (1971 to 1989), including positions with direct and
oversight responsibilities for credit management. Mr. Vincent is also a director
of the ING Funds.
Mr. Eynon is Controller and Chief Accounting Officer of the General
Partner (since 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.
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
Corporation (1995 to 1996). Prior to joining UGI Corporation, 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 and General Counsel of the General Partner
(since October 2003) and UGI Corporation (since September 2003). He is also
Corporate Secretary of the General Partner (since 1994). Prior to October 2003,
Mr. Knauss served as Vice President - Law and Associate General Counsel of the
General Partner (1996 -2003). Previously he was Group Counsel - Propane (1989 to
1996) of UGI Corporation. He joined UGI Corporation as Associate Counsel in
1985. Before joining UGI Corporation, Mr. Knauss was an associate at the firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia, Pennsylvania.
Ms. Lindsay is Vice President - Finance and Chief Financial Officer of
the General Partner (since 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. 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 - Sales 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 the 10 prior years.
SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
directors and certain officers of the General Partner and any 10% beneficial
owners of the Partnership to send reports of their beneficial ownership of
Common Units and changes in beneficial ownership to the Securities and Exchange
Commission. Based on our records, we believe that during Fiscal 2003
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all of such reporting persons complied with all Section 16(a) filing
requirements applicable to them.
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 six other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.
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SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
- -------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
- -----------------------------------------------------------------------------------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- UNIT/STOCK OPTIONS / LTIP COMPENSATION
POSITION YEAR SALARY BONUS (1) SATION (2) AWARDS (3) SARs PAYOUTS (4)
- -------------------------------------------------------------------------------------------------------------------
Eugene V. N. 2003 $372,080 $ 245,281 $ 2,520 $ 238,500 52,500 $ 0 $ 60,277
Bissell, President $ 238,500
and Chief Executive $ 238,500
Officer --------------------------------------------------------------------------------------------
2002 $352,656 $ 109,941 $ 585 $ 190,145 35,000 $ 0 $ 42,717
--------------------------------------------------------------------------------------------
2001 $329,415 $ 236,313 $ 300 $ 28,263 0 $ 0 $ 55,648
$ 99,725
- -------------------------------------------------------------------------------------------------------------------
Lon R. Greenberg, 2003 $757,008 $1,075,981 $12,824 $ 972,140 180,000 $ 0 $ 28,757
Chairman (5) --------------------------------------------------------------------------------------------
2002 $705,015 $ 521,092 $15,342 $ 785,200 120,000 $ 0 $ 28,033
$ 785,200
$ 785,200
--------------------------------------------------------------------------------------------
2001 $667,799 $ 595,010 $14,849 $ 323,438 0 $ 0 $ 20,939
$1,000,875
- -------------------------------------------------------------------------------------------------------------------
R. Paul Grady, 2003 $256,133 $ 112,529 $ 4,283 $ 131,175 27,000 $ 0 $ 37,857
Senior Vice $ 131,175
President - $ 131,175
Operations and Chief --------------------------------------------------------------------------------------------
Operating Officer 2002 $246,088 $ 54,825 $ 4,041 $ 104,580 18,000 $ 0 $ 25,544
--------------------------------------------------------------------------------------------
2001 $223,850 $ 120,313 $ 3,845 $ 21,196 0 $ 0 $ 34,426
$ 77,315
- -------------------------------------------------------------------------------------------------------------------
Brendan P. Bovaird, 2003 $241,949 $ 181,986 $ 7,313 $ 112,170 21,750 $ 0 $284,678
Vice President and --------------------------------------------------------------------------------------------
General Counsel (5) 2002 $232,683 $ 95,459 $ 5,449 $ 90,600 14,500 $ 0 $ 7,411
$ 90,600
$ 90,600
--------------------------------------------------------------------------------------------
2001 $222,283 $ 96,708 $ 5,012 $ 38,813 0 $ 0 $ 6,112
$ 120,105
- -------------------------------------------------------------------------------------------------------------------
Robert H. Knauss, 2003 $202,143 $ 71,032 $ 1,838 $ 47,700 12,000 $ 0 $ 27,346
Vice President and $ 47,700
General Counsel $ 47,700
--------------------------------------------------------------------------------------------
2002 $196,172 $ 34,935 $ 1,612 $ 38,029 8,000 $ 0 $ 19,117
--------------------------------------------------------------------------------------------
2001 $186,819 $ 78,115 $ 1,793 $ 14,131 0 $ 0 $ 26,659
$ 123,255
- -------------------------------------------------------------------------------------------------------------------
Martha B. Lindsay, 2003 $196,698 $ 69,129 $ 1,200 $ 47,700 12,000 $ 0 $ 26,774
Vice President - $ 47,700
Finance and Chief $ 47,700
Financial Officer --------------------------------------------------------------------------------------------
2002 $190,060 $ 33,840 $ 1,908 $ 38,029 8,000 $ 0 $ 18,577
--------------------------------------------------------------------------------------------
2001 $183,087 $ 87,460 $ 664 $ 14,131 0 $ 0 $ 26,958
$ 67,230
- -------------------------------------------------------------------------------------------------------------------
William D. Katz, 2003 $194,038 $ 68,211 $ 1,350 $ 47,700 12,000 $ 0 $ 26,288
Vice President - $ 47,700
Human Resources $ 47,700
--------------------------------------------------------------------------------------------
2002 $184,860 $ 32,915 $ 1,237 $ 38,029 8,000 $ 0 $ 18,008
--------------------------------------------------------------------------------------------
2001 $177,843 $ 74,355 $ 577 $ 14,131 0 $ 0 $ 25,203
$ 62,748
- -------------------------------------------------------------------------------------------------------------------
(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 business and/or financial performance objectives which
support business plans and goals. Bonus opportunities vary by position
and for the Fiscal Year 2003 ranged from 0 to 225% of base salary for
Mr. Bissell, 0 to 196% of base salary for Mr. Greenberg, 0 to 150% of
base salary for Mr. Grady, 0 to 104% of base salary for Mr. Bovaird,
and 0 to 120% of base salary for Mr. Knauss, Mr. Katz and Ms. Lindsay.
-33-
(2) Amounts represent tax payment reimbursements for certain benefits and,
for Mr. Bovaird, above-market interest on deferred compensation during
Fiscal 2002 and 2003.
(3) Effective January 1, 2003, the Board of Directors of AmeriGas Propane,
Inc. approved three phantom performance-contingent restricted Common
Unit awards ("Restricted Units") to the Named Executives, other than
Messrs. Greenberg and Bovaird, under the 2000 AmeriGas Propane, Inc.
Long-Term Incentive Plan. Distribution equivalents will accumulate on
the Restricted Units awarded. These distribution equivalents may be
leveraged based on performance described below. Each award has a
separate performance measurement period as follows: January 1, 2003
through December 31, 2003; January 1, 2003 through December 31, 2004;
and January 1, 2003 through December 31, 2005. The performance period
for all three awards will end on December 31, 2005. If the recipient
ceases to be employed by the General Partner before December 31, 2005,
other than by reason of retirement, disability or death, all awards of
Restricted Units and distribution equivalents will be forfeited. The
performance requirement is that the Partnership's total unitholder
return ("TR") during the relevant measurement period equals the median
TR of a peer group of publicly traded limited partnerships. The actual
amount of the award may be higher or lower than the original grant, or
even zero, based on the Partnership's TR percentile rank relative to
that of the partnerships in the peer group. The maximum payout
potential is 200% of the original award. At the discretion of the
General Partner, Restricted Unit awards may be paid out in Common
Units, in cash, or in a combination of Units and cash.
Effective January 1, 2002, the Board of Directors of AmeriGas Propane,
Inc. approved Restricted Unit awards to the Named Executives, other
than Messrs. Greenberg and Bovaird, under the 2000 AmeriGas Propane,
Inc. Long-Term Incentive Plan. Distribution equivalents will accumulate
on the Restricted Units awarded. The performance requirement was
evidence of AmeriGas' meaningful progress toward the achievement of its
strategic objectives during 2002 including the Partnership's
acquisition integration, productivity improvement, internal growth, and
cash generation goals. The Restricted Units reported for fiscal year
2002 are equal to 85% of the original award based on achievement of
goals at that level.
Effective January 1, 2003, the Board of Directors of UGI approved
phantom performance-contingent restricted stock awards ("Restricted
Shares") to Messrs. Greenberg and Bovaird under the UGI Corporation
2000 Stock Incentive Plan. Dividend equivalents will accumulate on the
Restricted Shares. These dividend equivalents will also be leveraged
based on UGI's total shareholder return ("TSR") performance as
described below and distributed when the performance period on the
Restricted Shares ends on December 31, 2005. If the recipient ceases to
be employed by the Company before December 31, 2005, other than by
reason of retirement, death or disability, awards of Restricted Shares
and dividend equivalents will be forfeited. The performance requirement
is that UGI's TSR during the performance period equals the median of a
peer group. The peer group is the group of companies that comprises the
S&P Utilities Index. The share priced used for determining the TSR at
the beginning and the end of the performance period is the average for
the 90-day period preceding each December 31st. The actual amount of
the award may be higher or lower than the original grant, or even zero,
based on UGI's TSR percentile rank relative to the companies in the S&P
Utilities Index. The maximum payout potential is 200% of the original
award. The maximum number of shares to be issued in respect of awards
of Restricted Shares will be the target number of shares originally
awarded. All leverage on Restricted Share awards will be paid in cash.
Effective January 1, 2002, the Board of Directors of UGI approved three
Restricted Share awards to Messrs. Greenberg and Bovaird under the UGI
Corporation 2000 Stock Incentive Plan. Dividend equivalents will
accumulate on the Restricted Shares awarded. These dividend equivalents
will also be leveraged based on UGI's TSR performance and distributed
when the performance period on the Restricted Shares ends on December
31, 2004. Each award has a separate performance measurement period as
follows: January 1, 2002 through December 31, 2002; January 1, 2002
through December 31, 2003; and January 1, 2002 through December 31,
2004. The performance period for all three awards will end on December
31, 2004. If the recipient ceases to be employed by the Company before
December 31, 2004, other than by reason of retirement, disability or
death, awards of Restricted Shares and dividend equivalents will be
forfeited. The performance requirement is that UGI's TSR during the
relevant performance measurement period equals the median of a peer
group. The peer group is the group of companies that comprises the S&P
Utilities Index. The share price used for determining the TSR at the
beginning and the end of each performance measurement period is the
average price for the 90-day period preceding each December 31st. The
actual amount of the award may be higher or lower than the original
grant, or even zero, based on UGI's TSR percentile rank relative to the
companies in the S&P Utilities Index. The maximum payout potential is
200% of the original
-34-
award. The maximum number of shares to be issued in respect of awards
of Restricted Shares will be the target number of shares originally
awarded. All leverage on Restricted Share awards will be paid in cash.
Awards of dividend equivalents will be paid in cash.
The dollar values shown in the restricted stock awards column of the
table above for all years represent the aggregate value of each award
on the date of grant, determined by multiplying the number of
Restricted Units awarded by the closing price of a Common Unit of
AmeriGas Partners, or in the case of Messrs. Greenberg and Bovaird, the
number of Restricted Shares awarded by 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, L.P. Common Units
on the New York Stock Exchange on September 30, 2003, Mr. Bissell's
44,650 Restricted Units had a market value of $1,120,715; Mr. Grady's
25,900 Restricted Units had a market value of $650,090; Mr. Knauss'
14,050 Restricted Units had a market value of $352,655; Ms. Lindsay's
11,550 Restricted Units had a market value of $289,905; and Mr. Katz's
11,350 Restricted Units had a market value of $284,885. Based on the
closing stock price of UGI Common Stock on the New York Stock Exchange
on September 30, 2003, Mr. Greenberg's 231,000 Restricted Shares had a
market value of $6,682,830. Mr. Bovaird's Restricted Shares were
forfeited on September 30, 2003.
(4) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
401(k) Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI
Utilities, Inc. Employee 401(k) 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 2003, 2002 and 2001, the following contributions were made
to the Named Executives: (i) under the AmeriGas Employee Savings Plan:
Mr. Bissell, $8,541, $4,957, and $7,576; Mr. Grady, $10,991, $3,953 and
$8,509; Mr. Knauss, $10,029, $4,506 and $8,666; Ms. Lindsay, $10,192,
$4,687 and $8,403; Mr. Katz, $10,064, $4,730 and $8,484; (ii) under the
UGI Employee Savings Plan: Mr. Greenberg, $4,500, $3,825 and $3,825;
and Mr. Bovaird, $4,500, $3,825, and $3,825; (iii) under the UGI
Executive Retirement Plan: Mr. Greenberg, $24,257, $24,208 and $17,114;
and Mr. Bovaird, $3,092, $3,586 and $2,287; (iv) as a result of his
resignation effective September 30, 2003, Mr. Bovaird received $277,086
under the UGI Severance Pay Plan for Senior Executives; (v) under the
AmeriGas Executive Retirement Plan: Mr. Bissell, $51,736, $37,760 and
$48,072; Mr. Grady, $26,866, $21,591 and $25,916; Mr. Knauss, $17,317,
$14,611 and $17,993; Ms. Lindsay, $16,582, $13,890 and $18,555; and Mr.
Katz, $16,224, $13,278, and $16,719.
(5) 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. Mr. Bovaird resigned on September 30, 2003. Compensation
for these individuals is also reported in the UGI Proxy Statement for
the 2004 Annual Meeting of Shareholders and is not additive. The
General Partner does not compensate Mr. Greenberg or Mr. Bovaird.
-35-
OPTION EXERCISES IN LAST FISCAL YEAR
The following table shows information on UGI stock option exercises in the last
fiscal year for each of the Named Executives.
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 (2)
- ------------------------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED
ON
EXERCISE VALUE
NAME (#) REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
Eugene V. N. Bissell 43,500 $ 755,168 23,876 87,500 $ 241,270 $ 498,046
- ----------------------------------------------------------------------------------------------------------------------
Lon R. Greenberg 300,000 $4,748,335 660,000 300,000 $9,664,425 $1,707,600
- ----------------------------------------------------------------------------------------------------------------------
R. Paul Grady 51,000 $ 818,112 0 45,000 $ 0 $ 256,140
- ----------------------------------------------------------------------------------------------------------------------
Brendan P. Bovaird 25,000 $ 445,528 55,251 36,250 $ 763,891 $ 206,335
- ----------------------------------------------------------------------------------------------------------------------
Robert H. Knauss 22,500 $ 306,728 4,001 20,000 $ 34,124 $ 113,836
- ----------------------------------------------------------------------------------------------------------------------
Martha B. Lindsay 0 $ 0 26,501 20,000 $ 375,674 $ 113,836
- ----------------------------------------------------------------------------------------------------------------------
William D. Katz 6,000 $ 81,500 13,001 20,000 $ 170,744 $ 113,836
- ----------------------------------------------------------------------------------------------------------------------
(1) Value realized is calculated on the difference between the option
exercise price and the closing market price of UGI's Common Stock on
the date of exercise multiplied by the number of shares to which the
exercise relates.
(2) The closing price of UGI's Common Stock as reported on the New York
Stock Exchange Composite tape on September 30, 2003 was $28.93 and is
used in calculating the value of unexercised options.
-36-
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information on grants of UGI stock options
during fiscal year 2003 to each of the Named Executives.
OPTION GRANTS IN LAST FISCAL YEAR (1)
GRANT DATE
INDIVIDUAL GRANTS VALUE
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED GRANT DATE
OPTIONS TO EMPLOYEES IN EXERCISE PRESENT
NAME GRANTED FISCAL YEAR (2) OR BASE PRICE EXPIRATION DATE VALUE (3)
- -------------------------------------------------------------------------------------------------------------------
Eugene V. N. Bissell 52,500 8.05% $25.13 12/31/2012 $141,750
- -------------------------------------------------------------------------------------------------------------------
Lon R. Greenberg 180,000 27.59% $25.13 12/31/2012 $486,000
- -------------------------------------------------------------------------------------------------------------------
R. Paul Grady 27,000 4.14% $25.13 12/31/2012 $ 72,900
- -------------------------------------------------------------------------------------------------------------------
Brendan P. Bovaird 21,750 3.33% $25.13 12/31/2012 $ 58,725
- -------------------------------------------------------------------------------------------------------------------
Robert H. Knauss 12,000 1.84% $25.13 12/31/2012 $ 32,400
- -------------------------------------------------------------------------------------------------------------------
Martha B. Lindsay 12,000 1.84% $25.13 12/31/2012 $ 32,400
- -------------------------------------------------------------------------------------------------------------------
William D. Katz 12,000 1.84% $25.13 12/31/2012 $ 32,400
- -------------------------------------------------------------------------------------------------------------------
(1) Option grants reflect 3-for-2 stock split effective April 1, 2003.
(2) A total of 652,500 options were granted to employees and executive
officers of UGI and its subsidiaries, including the General Partner,
during fiscal year 2003 under the UGI 1997 Stock Option and Dividend
Equivalent Plan, the UGI 2000 Stock Incentive Plan and the UGI 2002
Non-Qualified Stock Option Plan. Under each Plan, the option exercise
price is not less than 100% of the fair market value of UGI's Common
Stock on the effective date of the grant. These options become
exercisable in three equal annual installments beginning on the first
anniversary of the grant date. All options are nontransferable and
generally exercisable only while the optionee is employed by UGI or an
affiliate, with exceptions for exercise following retirement,
disability and death. Options are subject to adjustment in the event of
recapitalizations, stock splits, mergers, and other similar corporate
transactions affecting UGI's Common Stock.
(3) Based on the Black-Scholes options pricing model. The assumptions used
in calculating the grant date present value are as follows:
- Three years of closing monthly stock price and dividend
observations were used to calculate the stock volatility and
dividend yield assumptions.
- Stock volatility 21.56%
- Stock's dividend yield 6.08%
- Length of option term 10 years
- Annualized risk-free interest rate 4.23%
- Discount of risk of forfeiture 3% per year
All options were granted at fair market value. The actual value, if
any, the executive may realize will depend on the excess of the stock price on
the date the option is exercised over the exercise price. There is no assurance
that the value realized by the executive will be at or near the value estimated
by the Black-Scholes model.
-37-
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of the end of the
Partnership's 2003 fiscal year with respect to compensation plans under which
equity securities of the Partnership are authorized for issuance.
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO WEIGHTED AVERAGE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
PLAN CATEGORY (a) (b) (c)
- --------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security 171,086 0 328,914
holders (1)
- --------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security 0 0 0
holders
- --------------------------------------------------------------------------------------------------------------
TOTAL 171,086 0 328,914
- --------------------------------------------------------------------------------------------------------------
(1) These plans include the AmeriGas Propane, Inc. 2000 Long-Term Incentive
Plan and the AmeriGas Propane, Inc. Discretionary Long-Term Incentive
Plan for Non-Executive Key Employees.
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 2003 at age 65, and that the aggregate benefits are not
subject to statutory maximums. Messrs. Greenberg and Bovaird had, respectively,
23 years and 8 years of credited service under these Plans at September 30,
2003. Messrs Bissell, Knauss and Grady previously accumulated more than 6, 12
and 5 years of credited service with UGI and its subsidiaries before joining
AmeriGas Propane, Inc. Messrs. Bissell and Grady do not currently participate in
the Retirement Plan.
-38-
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
- ---------------------------------------------------------------------------------------------------------------------------------
$ 200,000 $ 19,000 $ 38,000 $ 57,000 $ 76,000 $ 95,000 $ 114,000 $ 133,000 $ 136,800(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$ 400,000 $ 38,000 $ 76,000 $ 114,000 $ 152,000 $ 190,000 $ 228,000 $ 266,000 $ 273,600(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$ 600,000 $ 57,000 $ 114,000 $ 171,000 $ 228,000 $ 285,000 $ 342,000 $ 399,000 $ 410,400(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$ 800,000 $ 76,000 $ 152,000 $ 228,000 $ 304,000 $ 380,000 $ 456,000 $ 532,000 $ 547,200(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$1,000,000 $ 95,000 $ 190,000 $ 285,000 $ 380,000 $ 475,000 $ 570,000 $ 665,000 $ 684,000(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$1,200,000 $ 114,000 $ 228,000 $ 342,000 $ 456,000 $ 570,000 $ 684,000 $ 798,000 $ 820,800(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$1,400,000 $ 133,000 $ 266,000 $ 399,000 $ 532,000 $ 665,000 $ 798,000 $ 931,000 $ 957,600(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$1,600,000 $ 152,000 $ 304,000 $ 456,000 $ 608,000 $ 760,000 $ 912,000 $1,064,000 $1,094,400(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$1,800,000 $ 171,000 $ 342,000 $ 513,000 $ 684,000 $ 855,000 $1,026,000 $1,197,000 $1,231,200(3)
- ---------------------------------------------------------------------------------------------------------------------------------
$2,000,000 $ 190,000 $ 380,000 $ 570,000 $ 760,000 $ 950,000 $1,140,000 $1,330,000 $1,368,000(3)
- ---------------------------------------------------------------------------------------------------------------------------------
(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.
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
-39-
after the end of the fiscal year, assuming that the participant's entire bonus
was contingent on meeting the applicable financial performance goal. 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, Katz, Knauss and Ms. Lindsay 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 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 (18 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. Mr. Greenberg has 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
-40-
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 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, Katz, Knauss and Ms. Lindsay 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,
-41-
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.
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. For fiscal
year 2003, the General Partner paid 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 paid an annual retainer of (1) $5,000 to members
of the Audit Committee and (2) $2,000 to each Committee Chairman. Directors were
paid an attendance fee of $1,000 for each Committee meeting. The Directors are
also offered employee rates on propane purchases. 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), Thomas F. Donovan and William J. Marrazzo.
-42-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SECURITY HOLDER MATTERS
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 1, 2003. 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 24,525,004 (2) 47.0%
AmeriGas, Inc. 24,525,004 (3) 47.0%
AmeriGas Propane, Inc. 24,525,004 (4) 47.0%
Petrolane Incorporated 7,839,911 (4) 15.0%
- ----------------------------------------------------------------------------------------
(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 beneficial ownership includes 7,839,911 Common
Units held by its subsidiary, Petrolane. Beneficial ownership of those
Common Units is shared with UGI Corporation and AmeriGas, Inc.
OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER
The table below sets forth as of October 31, 2003 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 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.
-43-
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 6,000
- ---------------------------------------------------------------------------------------------
William J. Marrazzo 500(4)
- ---------------------------------------------------------------------------------------------
Eugene V. N. Bissell 12,750(5)
- ---------------------------------------------------------------------------------------------
Robert H. Knauss 7,875
- ---------------------------------------------------------------------------------------------
Martha B. Lindsay 5,488(6)
- ---------------------------------------------------------------------------------------------
William D. Katz 7,875
- ---------------------------------------------------------------------------------------------
Directors and executive officers as a group (14 62,113
persons)
- ---------------------------------------------------------------------------------------------
(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. Marrazzo's Units are held jointly with his spouse.
(5) Mr. Bissell's Units are held jointly with his spouse.
(6) Of the Units shown for Ms. Lindsay, 400 are held jointly with her
children.
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, 2003, 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% 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 840,032 shares subject to exercisable options), represents
approximately 3% of UGI's outstanding shares.
-44-
NUMBER OF UGI SHARES
AND NATURE OF
BENEFICIAL OWNERSHIP NUMBER OF
NAME OF EXCLUDING EXERCISABLE UGI
BENEFICIAL OWNER UGI STOCK OPTIONS (1)(2) STOCK OPTIONS TOTAL
- --------------------------------------------------------------------------------------------------------------
Lon R. Greenberg 158,902 (3) 660,000 828,407
- --------------------------------------------------------------------------------------------------------------
Thomas F. Donovan 13,474 (2) 12,000 25,474
- --------------------------------------------------------------------------------------------------------------
Richard C. Gozon 41,256 (2) 29,700 70,956
- --------------------------------------------------------------------------------------------------------------
James W. Stratton 28,090 (2)(4) 29,700 57,790
- --------------------------------------------------------------------------------------------------------------
Stephen A. Van Dyck 0 0 0
- --------------------------------------------------------------------------------------------------------------
Roger B. Vincent 0 0 0
- --------------------------------------------------------------------------------------------------------------
William J. Marrazzo 0 0 0
- --------------------------------------------------------------------------------------------------------------
Eugene V.N. Bissell 56,190 (5) 23,876 80,066
- --------------------------------------------------------------------------------------------------------------
Robert H. Knauss 6,756 4,001 10,757
- --------------------------------------------------------------------------------------------------------------
Martha B. Lindsay 8,917 (6) 26,501 35,418
- --------------------------------------------------------------------------------------------------------------
William D. Katz 13,755 (7) 13,001 26,756
- --------------------------------------------------------------------------------------------------------------
Directors and executive officers as a
group (14 persons) 351,834 840,032 1,191,866
- --------------------------------------------------------------------------------------------------------------
(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, Amended and Restated as of April 29, 2003. 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 (6,494),
Gozon (30,452) and Stratton (21,786).
(3) Mr. Greenberg holds 132,330 shares jointly with his spouse and 9,505
shares are represented by units held in the UGI Stock Fund of the
401(k) Employee Savings Plan.
(4) Mr. Stratton holds 6,304 shares jointly with his spouse.
(5) Mr. Bissell holds these shares jointly with his spouse.
(6) Of the shares shown for Ms. Lindsay, 750 are held jointly with her
children.
(7) Mr. Katz holds 1,990 shares jointly with his spouse and 3,589 shares
are represented by units held in the UGI Stock Fund of the 401(k)
Employee Savings Plan.
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. For fiscal year 2003, these costs totaled
approximately $284.0 million.
-45-
The Operating Partnership has a revolving line of credit up to a
maximum of $20 million from the General Partner available until October 15,
2006, 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 2003. Interest rates are based on one-month
offshore interbank borrowing rates. The interest rate for a recent Credit
Facility borrowing from October 24, 2002 to October 25, 2002 was 4.75%. 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 excess automobile liability insurance with limits
of $500,000 per occurrence and in the aggregate excess of $500,000 per
occurrence. 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 2003, the Partnership paid UGI and its affiliates,
including the General Partner, approximately $10 million for the services and
expense reimbursements referred to in this paragraph.
The Partnership purchases propane on behalf of Atlantic Energy, Inc.
("Atlantic Energy"), a 50% owned joint venture with Conoco, Inc. Atlantic Energy
reimburses AmeriGas OLP for its purchases plus interest at the rate of 8% as
Atlantic Energy sells such propane to third parties or to the Partnership
itself. The total dollar value of propane purchased on behalf of Atlantic Energy
was $17.2 million and $11.4 million in fiscal years 2003 and 2002, respectively.
Purchases of propane by AmeriGas OLP from Atlantic Energy during fiscal years
2003 and 2002 totaled $23.9 million and $12.1 million, respectively.
AmeriGas OLP also provides other services to Atlantic Energy including
marketing, billing, accounting, insurance and other administrative services and
is reimbursed for the related costs. In addition, AmeriGas OLP enters into
product cost hedging contracts on behalf of Atlantic Energy. When these
contracts are settled, AmeriGas OLP is reimbursed the cost of any losses by, or
distributes the proceeds of any gains to, Atlantic Energy. Conoco Inc. has
agreed to indemnify AmeriGas OLP for one-half of any losses arising from its
hedging activities on behalf of Atlantic Energy to the extent that AmeriGas OLP
is not indemnified for such losses by Atlantic Energy.
-46-
The highest amounts due from Atlantic Energy during fiscal year 2003
and at November 30, 2003 were $12.3 million and $1.2 million, respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by PricewaterhouseCoopers LLP, the
Partnership's independent public accountants, in fiscal 2003 were as follows:
AUDIT FEES
For professional services rendered for (1)
the audit of the annual consolidated financial
statements of the Partnership and its subsidiaries,
and (2) the reviews of the interim financial
statements included in the Quarterly Reports on
Form 10-Q of the Partnership ............................... $310,000
AUDIT RELATED FEES
For professional services rendered for (1)
the audit of employee benefit plans of the
Partnership, and (2) in connection with securities
offerings by the Partnership ............................... $134,446
TAX FEES
For professional services rendered for
preparation of Substitute Schedule K-l forms for
unitholders of AmeriGas Partners, L.P. ..................... $332,000
TOTAL FEES ................................................. $776,446
In the course of its meetings, the Audit Committee considered whether
the provision by PricewaterhouseCoopers LLP of the professional services
described under "All Other Fees" is compatible with PricewaterhouseCoopers LLP's
independence.
-47-
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 15. 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.
NOTICE REGARDING ARTHUR ANDERSEN LLP
Arthur Andersen LLP audited our consolidated financial statements
for the three years in the period ended September 30, 2001, and
issued a report thereon dated November 16, 2001. Arthur Andersen
LLP has not reissued its report or consented to the incorporation
by reference of such report into the Partnership's prospectuses for
the offer and sale of Common Units and debt securities. On June 15,
2002, Arthur Andersen LLP was convicted of obstruction of justice
by a federal jury in Houston, Texas in connection with Arthur
Andersen LLP's work for Enron Corp. On September 15, 2002, a
federal judge upheld this conviction. Arthur Andersen LLP ceased
its audit practice before the SEC on August 31, 2002. Effective May
21, 2002, we terminated the engagement of Arthur Andersen LLP as
our independent accountants and engaged PricewaterhouseCoopers LLP
to serve as our independent accountants for the fiscal year ending
September 30, 2002. Because of the circumstances currently
affecting Arthur Andersen LLP, as a practical matter it may not be
able to satisfy any claims arising from the provision of auditing
services to us, including claims available to security holders
under federal and state securities laws.
(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
- ----------------------------------------------------------------------------------------------------------------
-48-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
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, L.P. Partners, L.P. (9/30/00)
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 Eagle AmeriGas Registration 3.2
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
333-72986)
- ----------------------------------------------------------------------------------------------------------------
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 AmeriGas Form 10-K 3.8
Partnership of AmeriGas Eagle Propane, L.P. Partner, L.P. (9/30/01)
dated July 19, 1999
- ----------------------------------------------------------------------------------------------------------------
-49-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
3.9 Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.9
Partnership of AmeriGas Propane, L.P. dated as Partners, L.P. (9/30/01)
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 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
4.2 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------
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 AmeriGas Form 10-K 4.8
Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/01)
- ----------------------------------------------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------------------------------------------
-50-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
*10.1 Credit Agreement dated as of August 28, 2003
among AmeriGas Propane, L.P., AmeriGas
Propane, Inc., Petrolane Incorporated,
Citicorp USA, Inc., Credit Suisse First
Boston, Wachovia Bank, National Association,
as Issuing Bank and certain financial
institutions
- ----------------------------------------------------------------------------------------------------------------
10.2** AmeriGas Propane, Inc. Discretionary AmeriGas Form 10-K 10.2
Long-Term Incentive Plan for Non-Executive Partners, L.P. (9/30/02)
Key Employees
- ----------------------------------------------------------------------------------------------------------------
10.3 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
10.4 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
10.5 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
*10.6 Notice of appointment of Wachovia Bank
National Association as Collateral Agent
effective as of August 28, 2003, pursuant to
Intercreditor and Agency Agreement dated as
of April 19, 1995
- ----------------------------------------------------------------------------------------------------------------
10.7 Intercreditor and Agency Agreement dated as AmeriGas Form 10-Q 10.2
of April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
Inc., 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 AmeriGas Form 10-K 10.8
Intercreditor and Agency Agreement dated as Partners, L.P. (9/30/01)
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 Partners, L.P. (3/31/95)
of America National Trust and Savings
Association and Mellon Bank, N.A.
- ----------------------------------------------------------------------------------------------------------------
10.10 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.10
General Security Agreement dated as of April Partners, L.P. (9/30/01)
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
- ----------------------------------------------------------------------------------------------------------------
-51-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
10.12 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.12
Subsidiary Security Agreement dated as of Partners, L.P. (9/30/01)
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.
- ----------------------------------------------------------------------------------------------------------------
10.16 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration 10.16(a)
as amended and restated July 31, 1989, between Incorporated/ on Form S-1
Texas Eastern Corporation and QFB Partners AmeriGas, Inc. (No. 33-69450)
- ----------------------------------------------------------------------------------------------------------------
10.17 Amended and Restated Sublease Agreement dated UGI Corporation Form 10-K 10.35
April 1, 1988, between Southwest Salt Co. and (9/30/94)
AP Propane, Inc. (the "Southwest Salt Co.
Agreement")
- ----------------------------------------------------------------------------------------------------------------
10.18 Letter dated July 8, 1998 pursuant to Article UGI Corporation Form 10-K 10.5
1, Section 1.2 of the Southwest Salt Co. (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 August 28,
2003 between AmeriGas Propane, Inc. and
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 [Intentionally omitted]
- ----------------------------------------------------------------------------------------------------------------
10.22** UGI Corporation Annual Bonus Plan dated March UGI Corporation Form 10-Q 10.4
8, 1996 (6/30/96)
- ----------------------------------------------------------------------------------------------------------------
-52-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
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 Corporation Form 10-K 10.16
(9/30/97)
- ----------------------------------------------------------------------------------------------------------------
10.25** UGI Corporation Senior Executive Employee UGI Corporation Form 10-K 10.12
Severance Pay Plan effective January 1, 1997 (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 Corporation Form 10-Q 10.6
Option Plan, Amended and Restated as of April (3/31/03)
29, 2003
- ----------------------------------------------------------------------------------------------------------------
10.29** Form of AmeriGas Propane, Inc. 2000 Long-Term AmeriGas Form 10-K 10.29
Incentive Plan Partners, L.P. (9/30/01)
- ----------------------------------------------------------------------------------------------------------------
10.30** UGI Corporation 2000 Stock Incentive Plan UGI Corporation Form 10-Q 10.5
Amended and Restated as of April 29, 2003 (3/31/03)
- ----------------------------------------------------------------------------------------------------------------
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 Corporation Form 10-Q 10.4
Equivalent Plan Amended and Restated as of (3/31/03)
April 29, 2003
- ----------------------------------------------------------------------------------------------------------------
10.33** UGI Corporation Supplemental Executive UGI Corporation Form 10-Q 10
Retirement Plan Amended and Restated effective (6/30/98)
October 1, 1996
- ----------------------------------------------------------------------------------------------------------------
10.34** Description of Change of Control arrangements UGI Corporation Form 10-K 10.33
for Mr. Greenberg (9/30/99)
- ----------------------------------------------------------------------------------------------------------------
10.35** Description of Change of Control arrangements AmeriGas Form 10-K 10.31
for Messrs. Bissell, Grady, Katz and Knauss Partners, L. P. (9/30/99)
and Ms. Lindsay
- ----------------------------------------------------------------------------------------------------------------
10.36 Purchase Agreement by and among Columbia AmeriGas Form 8-K 10.1
Energy Group, Columbia Propane Corporation, CP Partners, L.P. (8/8/01)
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
- ----------------------------------------------------------------------------------------------------------------
-53-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
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 AmeriGas Form 10-K 10.39
Delaware limited partnership in favor of Partners, L.P. (9/30/01)
Columbia Propane Corporation dated July 19,
1999
- ----------------------------------------------------------------------------------------------------------------
10.40 Loan Agreement dated July 19, 1999, between AmeriGas Form 10-K 10.40
National Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation
- ----------------------------------------------------------------------------------------------------------------
10.41 First Amendment dated August 21, 2001 to Loan AmeriGas Form 10-K 10.41
Agreement dated July 19, 1999 between National Partners, L.P. (9/30/01)
Propane, L.P. and Columbia Propane Corporation
- ----------------------------------------------------------------------------------------------------------------
10.42 Columbia Energy Group Payment Guaranty dated AmeriGas Form 10-K 10.42
April 5, 1999 Partners, L.P. (9/30/01)
- ----------------------------------------------------------------------------------------------------------------
10.43 Ground Lease dated August 13, 2001 by and AmeriGas Form 10-K 10.43
between Reading Terminals Corporation and Partners, L.P. (9/30/01)
Columbia Propane Corporation
- ----------------------------------------------------------------------------------------------------------------
10.44 Master Lease dated August 20, 2001 between AmeriGas Form 10-K 10.44
AmeriGas Propane, L.P. and Columbia Propane, Partners, L.P. (9/30/01)
L.P.
- ----------------------------------------------------------------------------------------------------------------
10.45 Master Sublease dated August 20, 2001 between AmeriGas Form 10-K 10.45
AmeriGas Propane, L.P. and Columbia Propane, Partners, L.P. (9/30/01)
L.P.
- ----------------------------------------------------------------------------------------------------------------
10.46 Keep Well Agreement by and between AmeriGas AmeriGas Form 10-K 10.46
Propane, L.P. and Columbia Propane Corporation Partners, L.P. (9/30/01)
dated August 21, 2001
- ----------------------------------------------------------------------------------------------------------------
10.47 Management Services Agreement effective as of AmeriGas Form 10-K 10.47
August 21, 2001 between AmeriGas Propane, Inc. Partners, L.P. (9/30/01)
and AmeriGas Eagle Holdings, Inc., the general
partner of AmeriGas Eagle Propane, L.P.
- ----------------------------------------------------------------------------------------------------------------
-54-
INCORPORATION BY REFERENCE
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------------------------------------------------------------------------------------------------------------
*13 Pages 10 through 27 of the AmeriGas Partners,
L.P. Annual Report for the year ended
September 30, 2003
- ----------------------------------------------------------------------------------------------------------------
*14 Code of Ethics for principal executive,
financial and accounting officers
- ----------------------------------------------------------------------------------------------------------------
18 Letter of Arthur Andersen LLP regarding change AmeriGas Form 10-Q 18
in accounting principles Partners, L.P. (12/31/00)
- ----------------------------------------------------------------------------------------------------------------
*21 Subsidiaries of AmeriGas Partners, L.P.
- ----------------------------------------------------------------------------------------------------------------
*23 Consent of PricewaterhouseCoopers LLP
- ----------------------------------------------------------------------------------------------------------------
*31.1 Certification by the Chief Executive Officer
relating to the Registrants' Report on Form 10-K
for the year ended September 30, 2003 pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
- ----------------------------------------------------------------------------------------------------------------
*31.2 Certification by the Chief Financial Officer
relating to the Registrants' Report on Form 10-K
for the year ended September 30, 2003 pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
- ----------------------------------------------------------------------------------------------------------------
*32 Certification by the Chief Executive Officer
and the Chief Financial Officer relating to
the Registrants' Report on Form 10-K for the
fiscal year ended September 30, 2003, pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002
- ----------------------------------------------------------------------------------------------------------------
* 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 furnished information in a Current Report on Form 8-K
during the fourth quarter of fiscal year 2003 as follows:
Date of Report Item Number(s) Content
------------- ------------- -------
7/30/03 7, 12 Press Release reporting financial results for the third
fiscal quarter ended June 30, 2003
-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 PARTNERS, L.P.
Date: December 15, 2003 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 15, 2003 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)
-56-
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on December 15, 2003 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
-57-
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 15, 2003 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 16, 2003 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
Richard R. Eynon (Principal Accounting Officer)
Robert H. Knauss
- ------------------------------------ Director
Robert H. Knauss
-58-
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 15, 2003 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 15, 2003 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
Richard R. Eynon (Principal Accounting Officer)
Robert H. Knauss
- ------------------------------------ Director
Robert H. Knauss
-59-
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 15, 2003 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 15, 2003 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
Richard R. Eynon (Principal Accounting Officer)
Robert H. Knauss
- ------------------------------------ Director
Robert H. Knauss
-60-
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, 2003
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 reports thereon of PricewaterhouseCoopers LLP
dated November 17, 2003 and Arthur Andersen LLP dated November 16, 2001, listed
in the following index, are included in AmeriGas Partners' 2003 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
2003 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:
Reports of Independent Auditors Exhibit 13 26
Consolidated Balance Sheets as of September 30,
2003 and 2002 Exhibit 13 10
Consolidated Statements of Operations for the years
ended September 30, 2003, 2002 and 2001 Exhibit 13 11
Consolidated Statements of Cash Flows for the years
ended September 30, 2003, 2002 and 2001 Exhibit 13 12
Consolidated Statements of Partners' Capital for the
years ended September 30, 2003, 2002 and 2001 Exhibit 13 13
Notes to Consolidated Financial Statements 14-25
Supplementary Data (unaudited):
Quarterly Data for the years ended
September 30, 2003 and 2002 Exhibit 13 25
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
Reports of Independent Accountants
on Financial Statement Schedules S-6 to S-7
F-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
Form 10-K
(page)
------
AmeriGas Finance Corp.
Reports of Independent Auditors F-5 to F-6
Balance Sheets as of September 30, 2003 and 2002 F-7
Statements of Stockholder's Equity for the years ended
September 30, 2003, 2002 and 2001 F-8
Note to Financial Statements F-9
AmeriGas Eagle Finance Corp.
Reports of Independent Auditors F-11 to F-12
Balance Sheets as of September 30, 2003 and 2002 F-13
Statements of Stockholder's Equity for the years ended
September 30, 2003 and 2002 and for the period from
February 22, 2001 (inception) through September 30, 2001 F-14
Note to Financial Statements F-15
AP Eagle Finance Corp.
Reports of Independent Auditors F-17 to F-18
Balance Sheets as of September 30, 2003 and 2002 F-19
Statements of Stockholder's Equity for the years ended
September 30, 2003 and 2002 and for the period from
April 12, 2001 (inception) through September 30, 2001 F-20
Note to Financial Statements F-21
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, 2003, 2002 and 2001
F-4
Report of Independent Auditors
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity, present fairly, in all material respects, the financial
position of AmeriGas Finance Corp. at September 30, 2003 and 2002, in conformity
with accounting principles generally accepted in the United States of America.
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 on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. The financial statements of
AmeriGas Finance Corp. as of and for the year ended September 30, 2001 were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated November 16, 2001.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 17, 2003
F-5
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
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-6
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
---------------
2003 2002
------ ------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial Statements.
F-7
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, 2001 $ - $1,000 $ -
------ ------ --------
BALANCE SEPTEMBER 30, 2002 - 1,000 -
------ ------ --------
BALANCE SEPTEMBER 30, 2003 $ - $1,000 $ -
====== ====== ========
See accompanying note to financial statements.
F-8
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
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 and AmeriGas Finance jointly and severally
issued $100,000,000 face value of 10.125% Senior Notes due April 2007 (Notes).
In November 2001, AmeriGas Partners redeemed prior to maturity $15,000,000 face
value of the Notes at a redemption price of 103.375% and redeemed the remaining
$85,000,000 face value of the Notes in January 2003 at a redemption premium of
102.25%.
As of November 21, 2003, AmeriGas Partners and AmeriGas Finance have an
effective unallocated shelf registration statement with the Securities and
Exchange Commission under the Securities Act of 1933 under which AmeriGas
Partners may issue up to $500,000,000 of debt or equity. AmeriGas Finance will
be the co-obligor of the debt securities, if any, issued pursuant to the
registration statement.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
F-9
AMERIGAS EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the year ended September 30, 2003 and 2002 and
for the period from February 22, 2001 (inception)
through September 30, 2001
F-10
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity, present fairly, in all material respects, the financial
position of AmeriGas Eagle Finance Corp. at September 30, 2003 and 2002, in
conformity with accounting principles generally accepted in the United States of
America. 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 on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. The financial statements of
AmeriGas Eagle Finance Corp. as of September 30, 2001 and for the period from
February 22, 2001 (inception) through September 30, 2001 were audited by other
independent accountants who have ceased operations. Those independent
accountants expressed an unqualified opinion on those financial statements in
their report dated November 16, 2001.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 17, 2003
F-11
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY
ARTHUR ANDERSEN LLP.
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-12
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
--------------------
2003 2002
------ ------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-13
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 - 1,000 -
--------- ------ ----------
BALANCE SEPTEMBER 30, 2001 - 1,000 -
--------- ------ ----------
BALANCE SEPTEMBER 30, 2002 - 1,000 -
--------- ------ ----------
BALANCE SEPTEMBER 30, 2003 $ - $1,000 $ -
========= ====== ==========
See accompanying note to financial statements.
F-14
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
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 and Eagle Finance jointly and severally
issued $60,000,000 face amount of 10% Senior Notes due April 2006.
AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.
F-15
AP EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the year ended September 30, 2003 and 2002 and
for the period from April 12, 2001 (inception)
through September 30, 2001
F-16
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity, present fairly, in all material respects, the financial
position of AP Eagle Finance Corp. at September 30, 2003 and 2002, in conformity
with accounting principles generally accepted in the United States of America.
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 on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. The financial statements of
AP Eagle Finance Corp. as of September 30, 2001 and for the period from April
12, 2001 (inception) through September 30, 2001 were audited by other
independent accountants who have ceased operations. Those independent
accountants expressed an unqualified opinion on those financial statements in
their report dated November 16, 2001.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 17, 2003
F-17
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY
ARTHUR ANDERSEN LLP.
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-18
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
--------------------
2003 2002
------ ------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-19
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 - 1,000 -
------ ------ ------
BALANCE SEPTEMBER 30, 2001 - 1,000 -
------ ------ ------
BALANCE SEPTEMBER 30, 2002 - 1,000 -
------ ------ ------
BALANCE SEPTEMBER 30, 2003 $ - $1,000 $ -
====== ====== ======
See accompanying note to financial statements.
F-20
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
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 and AP Eagle Finance jointly and severally
issued $200,000,000 face amount of 8.875% Series A Senior Notes due May 2011. On
December 20, 2001, AmeriGas Partners and AP Eagle Finance exchanged $199,985,000
face amount of 8.875% Series A Senior Notes due May 2011 for a like amount of
AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior Notes due May 2011
pursuant to a registered exchange offer. On May 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $40,000,000 face amount of 8.875%
Series B Senior Notes due May 2011. On December 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $88,000,000 face amount of 8.875%
Senior Notes due May 2011. On April 4, 2003, AmeriGas Partners and AP Eagle
Finance exchanged (1) $15,000 face amount of 8.875% Series A Senior Notes due
May 2011 and (2) $88,000,000 face amount of 8.875% Senior Notes due May 2011 for
like amounts of AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior
Notes due May 2011 pursuant to a registered exchange offer.
In April 2003, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $32,000,000 face amount of 8.875% Series B Senior Notes due May 2011.
AmeriGas Partners owns all 100 shares of AP Finance common stock outstanding
F-21
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
September 30,
-------------------------
2003 2002
---------- ----------
ASSETS
Current assets:
Cash $ 4,258 $ 593
Accounts receivable - 7,303
---------- ----------
Total current assets 4,258 7,896
Investment in AmeriGas Propane, L.P. 683,251 615,067
Deferred charges 8,131 7,792
---------- ----------
Total assets $ 695,640 $ 630,755
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable $ 1,192 $ 1,534
Accrued interest 14,506 14,528
---------- ----------
Total current liabilities 15,698 16,062
Long-term debt 426,259 386,327
Commitments and contingencies
Partners' capital:
Common unitholders 255,423 201,656
Subordinated unitholders - 17,846
General partner 2,577 2,218
Accumulated other comprehensive income (loss) (4,317) 6,646
---------- ----------
Total partners' capital 253,683 228,366
---------- ----------
Total liabilities and partners' capital $ 695,640 $ 630,755
========== ==========
Commitments and Contingencies:
Scheduled principal repayments of long-term debt for each of the next five
fiscal years ending September 30 are as follows:
2004 - $0; 2005 - $0; 2006 - $60,000; 2007 - $0; 2008 - $0.
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,
--------------------------------------
2003 2002 2001
---------- ---------- ----------
Operating expenses $ (151) $ (49) $ (4)
Loss on extinguishments of debt (3,023) (752) -
Interest expense (38,384) (35,171) (15,722)
--------- --------- ---------
Loss before income taxes (41,558) (35,972) (15,726)
Income tax expense 61 88 -
--------- --------- ---------
Loss before equity in income of AmeriGas Propane, L.P. (41,619) (36,060) (15,726)
Equity in income before accounting changes
of AmeriGas Propane, L.P. 113,577 91,426 68,741
--------- --------- ---------
Income before equity in accounting changes
of unconsolidated subsidiaries 71,958 55,366 53,015
Equity in accounting changes of AmeriGas Propane, L.P. - - 12,494
--------- --------- ---------
Net income $ 71,958 $ 55,366 $ 65,509
========= ========= =========
General partner's interest in net income $ 720 $ 554 $ 655
========= ========= =========
Limited partners' interest in net income $ 71,238 $ 54,812 $ 64,854
========= ========= =========
Income per limited partner unit - basic and diluted:
Income before accounting changes $ 1.42 $ 1.12 $ 1.18
Cumulative effect of accounting changes, net - - 0.28
--------- --------- ---------
Net income $ 1.42 $ 1.12 $ 1.46
========= ========= =========
Average limited partner units outstanding - basic (thousands) 50,267 48,909 44,453
========= ========= =========
Average limited partner units outstanding - diluted (thousands) 50,337 48,932 44,453
========= ========= =========
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,
-------------------------------------
2003 2002 2001
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES (a) $ 112,010 $ 123,761 $ 99,169
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to AmeriGas Propane, L.P. (108,513) (97,693) (294,357)
--------- --------- ---------
Net cash used by investing activities (108,513) (97,693) (294,357)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (111,462) (108,504) (98,435)
Issuance of long-term debt 122,780 40,900 252,833
Repayments of long-term debt (86,913) (15,000) -
Proceeds from issuance of Common Units 75,005 56,556 39,836
Capital contribution from General Partner 758 571 956
--------- --------- ---------
Net cash provided (used) by financing activities 168 (25,477) 195,190
--------- --------- ---------
Increase in cash and cash equivalents $ 3,665 $ 591 $ 2
========= ========= =========
CASH AND CASH EQUIVALENTS:
End of year $ 4,258 $ 593 $ 2
Beginning of year 593 2 -
--------- --------- ---------
Increase $ 3,665 $ 591 $ 2
========= ========= =========
(a) Includes distributions received from AmeriGas Propane, L.P. of $142,935,
$152,004, and $111,744, for the years ended September 30, 2003, 2002, and
2001, respectively.
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, 2003
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 7,588 $ 9,046 $ (7,442)(1) $ 9,192
======== ========
Other reserves:
Self-insured property and casualty liability $ 37,395 $ 20,488 $(12,027)(2) $ 45,856
======== ========
Insured property and casualty liability $ 3,500 $ (2,805) $ (68)(3) $ 627
======== ========
Environmental, litigation and other $ 12,999 $ 2,525 $ (3,610)(2) $ 12,358
======== ========
444 (3)
YEAR ENDED SEPTEMBER 30, 2002
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 10,792 $ 7,171 $(10,375)(1) $ 7,588
======== ========
Other reserves:
Self-insured property and casualty liability $ 31,668 $ 16,739 $(11,012)(2) $ 37,395
======== ========
Insured property and casualty liability $ 1,466 $ - $ 2,034 (3) $ 3,500
======== ========
Environmental, litigation and other $ 10,629 $ 3,468 $ (2,387)(2) $ 12,999
======== ========
1,289 (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, 2001
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 6,529 $ 7,497 $ (3,234) (1) $ 10,792
======== ========
Other reserves:
Self-insured property and casualty liability $ 32,036 $ 12,837 $(13,205) (2) $ 31,668
======== ========
Insured property and casualty liability $ 2,068 $ (602) $ - $ 1,466
======== ========
Environmental, litigation and other $ 11,366 $ 1,389 $ (2,126) (2) $ 10,629
======== ========
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments, net of any refunds
(3) Other adjustments, primarily reclasses
S-5
REPORT OF INDEPENDENT AUDITORS
To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 15a (1) and (2) present fairly, in all material respects,
the financial position of AmeriGas Partners, L.P. and its subsidiaries at
September 30, 2003 and 2002, and the results of their operations and their cash
flows for each of the two years in the period ended September 30, 2003 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the index appearing under Item 15a (1) and (2) present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedules are the responsibility of the management of
AmeriGas Propane, Inc.; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audits 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion. The consolidated financial statements of AmeriGas Partners,
L.P. and its subsidiaries as of and for the year ended September 30, 2001 were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated November 16, 2001.
As discussed in Note 2 to the consolidated financial statements, the Partnership
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" in fiscal 2002.
As discussed above, the consolidated financial statements of AmeriGas Partners,
L.P. and its subsidiaries for the year ended September 30, 2001, were audited by
other independent auditors who have ceased operations. As described in Note 2,
these financial statements have also been revised to include the transitional
disclosures required by Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" which was adopted by the Partnership as
of October 1, 2001. We audited the transitional disclosures described in Note 2.
In our opinion, the transitional disclosures for 2001 in Note 2 are appropriate.
However, we were not engaged to audit, review or apply procedures to the 2001
consolidated financial statements of the Partnership other than with respect to
such adjustments and, accordingly, we do not express an opinion or any other
form of assurance on the 2001 consolidated financial statements taken as a
whole.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 17, 2003
S-6
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF
ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
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 the
provisions 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-7
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ------------------------------------------------------------------------------------------------------------
10.1 Credit Agreement dated as of August 28, 2003 among AmeriGas Propane, L.P., AmeriGas
Propane, Inc., Petrolane Incorporated, Citicorp USA, Inc., Credit Suisse First Boston,
Wachovia Bank, National Association, as Issuing Bank and certain financial institutions
- ------------------------------------------------------------------------------------------------------------
10.6 Notice of appointment of Wachovia Bank, National Association as Collateral Agent
effective as of August 28, 2003, pursuant to Intercreditor and Agency Agreement dated as
of April 19, 1995
- ------------------------------------------------------------------------------------------------------------
10.19 Financing Agreement dated as of August 28, 2003 between AmeriGas Propane, Inc. and
AmeriGas Propane, L.P.
- ------------------------------------------------------------------------------------------------------------
13 Pages 10 to 27 of the AmeriGas Partners, L.P. 2003 Annual Report for the year ended
September 30, 2003
- ------------------------------------------------------------------------------------------------------------
14 Code of Ethics for principal executive, financial and accounting officers
- ------------------------------------------------------------------------------------------------------------
21 Subsidiaries of AmeriGas Partners, L.P.
- ------------------------------------------------------------------------------------------------------------
23 Consent of PricewaterhouseCoopers LLP
- ------------------------------------------------------------------------------------------------------------
31.1 Certification by the Chief Executive Officer pursuant to Section 302 the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------------------------------------
31.2 Certification by the Chief Financial Officer pursuant to Section 302 the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------------------------------------
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act
- ------------------------------------------------------------------------------------------------------------