================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 10-K/A
AMENDMENT NO. 2
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
Commission file number 1-13692
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(610) 337-7000
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
Common Units representing New York Stock Exchange, Inc.
limited partner interests
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
================================================================================
The undersigned registrants hereby amend Item 14 of their Annual Report
on Form 10-K for the fiscal year ended September 30, 2001 to include Exhibit No.
18.
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules incorporated
by reference or included in this report are listed in the accompanying
Index to Financial Statements and Financial Statement Schedules set
forth on pages F-2 and F-3 of this report, which is incorporated herein
by reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this report are as follows (exhibits
incorporated by reference are set forth with the name of the
registrant, the type of report and registration number or last date of
the period for which it was filed, and the exhibit number in such
filing):
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
2.1 Merger and Contribution Agreement among AmeriGas Registration 10.21
AmeriGas Partners, L.P., AmeriGas Propane, Partners, Statement on
L.P., New AmeriGas Propane, Inc., AmeriGas L.P. Form S-4 (No.
Propane, Inc., AmeriGas Propane-2, Inc., Cal 33-92734)
Gas Corporation of America, Propane
Transport, Inc. and NORCO Transportation
Company
2.2 Conveyance and Contribution Agreement among AmeriGas Registration 10.22
AmeriGas Partners, L.P., AmeriGas Propane, Partners, Statement on
L.P. and Petrolane Incorporated L.P. Form S-4 (No.
33-92734)
3.1 Second Amended and Restated Agreement of AmeriGas Form 8-K 1
Limited Partnership of AmeriGas Partners, Partners, (9/30/00)
L.P. dated as of September 30, 2000 L.P.
-2-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
3.2 Certificate of Incorporation of AmeriGas AmeriGas Registration 3.3
Finance Corp. Partners, Statement on
L.P. Form S-4 (No.
33-92734)
3.3 Certificate of Incorporation of AmeriGas AmeriGas Registration 3.2
Eagle Finance Corp. Partners, Statement on
L.P. Form S-4 (No.
333-72986)
3.4 Certificate of Incorporation of AP Eagle AmeriGas Registration 3.3
Finance Corp. Partners, Statement on
L.P. 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, Statement on
L.P. Form S-3 (No.
333-72986)
*3.8 Amended and Restated Agreement of Limited
Partnership of AmeriGas Eagle Propane, L.P.
dated July 19, 1999
*3.9 Amended and Restated Agreement of Limited
Partnership of AmeriGas Propane, L.P. dated as
of April 12, 1995
-3-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
4 Instruments defining the rights of security
holders, including indentures. (The
Partnership agrees to furnish to the
Commission upon request a copy of any
instrument defining the rights of holders of
long-term debt not required to be filed
pursuant to Item 601(b)(4) of Regulation S-K)
4.1 Indenture dated as of April 19, 1995 among AmeriGas Form 10-Q 4.1
AmeriGas Partners, L.P., AmeriGas Finance Partners, L.P. 3/31/95
Corp., and First Union National Bank
(formerly, First Fidelity Bank, National
Association) as Trustee
4.2 Registration Rights Agreement dated as of AmeriGas Form 10-Q 4.3
April 19, 1995 among Donaldson, Lufkin & Partners, L.P. (3/31/95)
Jenrette Securities Corporation, Smith Barney,
Inc., AmeriGas Partners, L.P. and AmeriGas
Finance Corp.
4.3 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P. (3/31/95)
America, Metropolitan Life Insurance Company,
and certain other institutional investors and
AmeriGas Propane, L.P., New AmeriGas Propane,
Inc. and Petrolane Incorporated
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-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
4.7 Fourth Amendment dated as of March 16, 2000 to AmeriGas Form 10-Q 10.2
Note Agreement dated as of April 12, 1995 Partners, L.P. (6/30/00)
*4.8 Fifth Amendment dated as of August 1, 2001 to
Note Agreement dated as of April 12, 1995
4.9 Indenture dated April 4, 2001 among AmeriGas AmeriGas Form 10-Q 4
Partners, L.P., AmeriGas Eagle Finance Corp., Partners, (6/30/01)
and First Union National Bank, as Trustee L.P.
4.10 Indenture dated August 21, 2001 among AmeriGas AmeriGas Registration 4.2
Partners, L.P., AP Eagle Finance Corp. and Partners, L.P. Statement on
First Union National Bank as trustee Form S-4 (No.
333-72986)
4.11 Registration Rights Agreement dated as of AmeriGas Registration 4.5
April 4, 2001 among AmeriGas Partners, L.P., Partners, L.P. Statement on
AmeriGas Eagle Finance Corp., AmeriGas Form S-4 (No.
Propane, L.P., AmeriGas Propane, Inc., Credit 333-72986)
Suisse First Boston Corporation and Banc of
America Securities, LLC
4.12 Registration Rights Agreement dated as of AmeriGas Registration 4.6
August 21, 2001 among AmeriGas Partners, L.P. Partners, L.P. Statement on
AP Eagle Finance Corp., AmeriGas Propane, Form S-4 (No.
L.P., AmeriGas Propane, Inc., Credit Suisse 333-72986)
First Boston Corporation and Salomon Smith
Barney, Inc.
10.1 Amended and Restated Credit Agreement dated as AmeriGas Form 10-K 10.1
of September 15, 1997 among AmeriGas Propane, Partners, L.P. (9/30/97)
L.P., AmeriGas Propane, Inc., Petrolane
Incorporated, Bank of America National Trust
and Savings Association, as Agent, First Union
National Bank, as Syndication Agent and
certain banks
-5-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
10.2 First Amendment dated as of September 15, AmeriGas Form 10-K 10.2
1998 to Amended and Restated Credit Agreement Partners, L.P. (9/30/98)
10.3 Second Amendment dated as of March 25, 1999 AmeriGas Form 10-Q 10.1
to Amended and Restated Credit Agreement Partners, L.P. (3/31/99)
10.4 Third Amendment dated March 22, 2000 to AmeriGas Form 10-Q 10.3
Amended and Restated Credit Agreement Partners, L.P. (6/30/00)
10.5 Fourth Amendment dated June 6, 2000 to AmeriGas Form 10-Q 10.4
Amended and Restated Credit Agreement Partners, L.P. (6/30/00)
*10.6 Fifth Amendment dated as of July 31, 2001 to
Amended and Restated Credit Agreement
10.7 Intercreditor and Agency Agreement dated as 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
Intercreditor and Agency Agreement dated as
of April 19, 1995
10.9 General Security Agreement dated as of April AmeriGas Form 10-Q 10.3
19, 1995 among AmeriGas Propane, L.P., Bank 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
General Security Agreement dated as of April
19, 1995
-6-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
10.11 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4
April 19, 1995 among AmeriGas Propane, L.P., Partners, L.P. (3/31/95)
Bank of America National Trust and Savings
Association as Collateral Agent and Mellon
Bank, N.A. as Cash Collateral Agent
*10.12 First Amendment dated as of July 31, 2001 to
Subsidiary Security Agreement dated as of
April 19, 1995
10.13 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. for Partners, L.P. (3/31/95)
the benefit of Bank of America National Trust
and Savings Association, as Collateral Agent
10.14 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.15 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.7
1995 among AmeriGas Propane, Inc., AmeriGas Partners, L.P. (3/31/95)
Partners, L.P. and AmeriGas Propane, L.P.
10.16 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration on 10.16(a)
as amended and restated July 31, 1989, between Incorporated/ Form S-1 (No.
Texas Eastern Corporation and QFB Partners AmeriGas, Inc. 33-69450)
10.17 Amended and Restated Sublease Agreement dated UGI Form 10-K 10.35
April 1, 1988, between Southwest Salt Co. and Corporation (9/30/94)
AP Propane, Inc. (the "Southwest Salt Co.
Agreement")
10.18 Letter dated July 8, 1998 pursuant to Article UGI Form 10-K 10.5
1, Section 1.2 of the Southwest Salt Co. Corporation (9/30/99)
Agreement re: option to renew for period of
June 1, 2000 to May 31, 2005
-7-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
10.19 Financing Agreement dated as of November 5, AmeriGas Form 10-K 10.12
1997 between AmeriGas Propane, Inc. and Partners, L.P. (9/30/97)
AmeriGas Propane, L.P.
10.20 Agreement by Petrolane Incorporated and Petrolane Form 10-K 10.13
certain of its subsidiaries parties thereto Incorporated (9/23/94)
("Subsidiaries") for the Sale of the
Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H.,
Inc., as Purchaser, dated as of December 18,
1985
10.21** UGI Corporation 1992 Stock Option and Dividend UGI Form 10-Q 10(ee.)
Equivalent Plan, as amended May 19, 1992 Corporation (6/30/92)
10.22** UGI Corporation Annual Bonus Plan dated March UGI Form 10-Q 10.4
8, 1996 Corporation (6/30/96)
10.23** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.24** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16
Corporation (9/30/97)
10.25** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan effective January 1, 1997 Corporation (9/30/97)
10.26** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-Q 10.1
Severance Pay Plan effective January 1, 1997 Partners, L.P. (12/31/96)
10.27** Amendment No. 1 to AmeriGas Propane, Inc. AmeriGas Form 10-Q 10
Executive Employee Severance Pay Plan Partners, L.P. (6/30/98)
10.28** UGI Corporation 1992 Non-Qualified Stock UGI Form 10-K 10.39
Option Plan, as Amended Corporation (9/30/00)
*10.29** Form of AmeriGas Propane, Inc. 2000 Long-Term
Incentive Plan
10.30** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q 10.1
Corporation (6/30/99)
-8-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
10.31** AmeriGas Propane, Inc. Supplemental Executive AmeriGas Form 10-K 10.27
Retirement Plan effective October 1, 1996 Partners, L.P. (9/30/97)
10.32** UGI Corporation 1997 Stock Option and Dividend UGI Form 10-Q 10.2
Equivalent Plan Corporation (3/31/97)
10.33** UGI Corporation Supplemental Executive UGI Form 10-Q 10
Retirement Plan Amended and Restated effective Corporation (6/30/98)
October 1, 1996
10.34** Description of Change of Control arrangements UGI Form 10-K 10.33
for Messrs. Greenberg and Bovaird Corporation (9/30/99)
10.35** Description of Change of Control arrangements AmeriGas Form 10-K 10.31
for Messrs. Bissell, Grady and Knauss Partners, L.P. (9/30/99)
10.36 Purchase Agreement by and among Columbia AmeriGas Form 8-K 10.1
Energy Group, Columbia Propane Corporation, 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
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,
Partners, L.P., National Propane Corporation, L.P.
National Propane SPG, Inc., and Triarc
Companies, Inc. dated as of April 5, 1999
10.38 Capital Contribution Agreement dated as of AmeriGas Form 8-K 10.2
August 21, 2001 by and between Columbia Partners, L.P. (8/21/01)
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings,
Inc.
*10.39 Promissory Note by National Propane L.P., a
Delaware limited partnership in favor of
Columbia Propane Corporation dated July 19,
1999
-9-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
*10.40 Loan Agreement dated July 19, 1999, between
National Propane, L.P. and Columbia Propane
Corporation
*10.41 First Amendment dated August 21, 2001 to Loan
Agreement dated July 19, 1999 between National
Propane, L.P. and Columbia Propane Corporation
*10.42 Columbia Energy Group Payment Guaranty dated
April 5, 1999
*10.43 Ground Lease dated August 13, 2001 by and
between Reading Terminals Corporation and
Columbia Propane Corporation
*10.44 Master Lease dated August 20, 2001 between
AmeriGas Propane, L.P. and Columbia Propane,
L.P.
*10.45 Master Sublease dated August 20, 2001 between
AmeriGas Propane, L.P. and Columbia Propane,
L.P.
*10.46 Keep Well Agreement by and between AmeriGas
Propane, L.P. and Columbia Propane Corporation
dated August 21, 2001
*10.47 Management Services Agreement effective as of
August 21, 2001 between AmeriGas Propane, Inc.
and AmeriGas Eagle Holdings, Inc., the general
partner of AmeriGas Eagle Propane, L.P.
*13 Pages 10 through 23 of the AmeriGas Partners,
L.P. Annual Report for the year ended
September 30, 2001
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 Arthur Andersen LLP
-10-
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
(b) Reports on Form 8-K.
The Company filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal year 2001:
DATE ITEM NUMBER(S) CONTENT
7/23/01 5 Advance Notice of Webcast of regular earnings conference call
8/8/01 5,7,9 Amended and Restated Purchase Agreement dated as of 8/7/01 by
and among Columbia Energy Group, Columbia Propane
Corporation, CP Holdings, Inc., Columbia Propane, L.P.,
AmeriGas Propane, L.P., AmeriGas Partners, L.P., and AmeriGas
Propane, Inc.
8/9/01 9 Amendment to Item 9 on Report on Form 8-K dated 8/8/01
8/21/01 2,7 Completion of Acquisition; Registration Rights Agreement
dated August 21, 2001 and Capital Contribution Agreement
dated August 21, 2001
8/21/01 7 Financial Statements of Columbia Propane Corporation and
Subsidiaries and Pro Forma information
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERIGAS PARTNERS, L.P.
Date: May 1, 2002 By: AmeriGas Propane, Inc.
its General Partner
By: Martha B. Lindsay
----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
AMERIGAS FINANCE CORP.
By: Martha B. Lindsay
----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
AMERIGAS EAGLE FINANCE CORP.
By: Martha B. Lindsay
----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
AP EAGLE FINANCE CORP.
By: Martha B. Lindsay
----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
-12-