UGI CORP /PA/, SC 13D, 1999-05-28

UGI CORP /PA/
SC 13D, 1999-05-28
GAS & OTHER SERVICES COMBINED

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<PAGE> 1
PAGE 1 OF 32 PAGES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*

AmeriGas Partners, L.P.
(Name of Issuer)

Common Units, representing limited partner interests
(Title of Class of Securities)

030975 10 6
(CUSIP Number)

Brendan P. Bovaird, Vice President & General Counsel
UGI Corporation, P.O. Box 858, 460 No. Gulph Road
Valley Forge, PA 19482 (610) 337-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 18, 1999
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
PAGE 2 OF 32 PAGES

SCHEDULE 13D

CUSIP No. 030975 10 6

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

UGI Corporation ("UGI")
IRS Employer Identification No. 23-2668356
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Commonwealth of Pennsylvania
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
UNITS 14,283,932
---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,283,932
---------------------------------------------------
10 SHARED DISPOSITIVE POWER

NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,283,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
PAGE 3 OF 32 PAGES

SCHEDULE 13D
CUSIP No. 030975 10 6

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AmeriGas, Inc. ("AI")
IRS Employer Identification No. 23-2716858
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,283,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
PAGE 4 OF 32 PAGES

SCHEDULE 13D
CUSIP No. 030975 10 6

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AmeriGas Propane, Inc. ("API")
IRS Employer Identification No. 23-2786294
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,283,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
PAGE 5 OF 32 PAGES

SCHEDULE 13D
CUSIP No. 030975 10 6

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Petrolane Incorporated ("Petrolane")
IRS Employer Identification No. 23-2822807
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Commonwealth of Pennsylvania
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
UNITS 7,839,911
---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,839,911
---------------------------------------------------
10 SHARED DISPOSITIVE POWER

NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,839,911
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PAGE 6 OF 32 PAGES

The response to each Item of this Schedule 13D and each separate
Reporting Person provides information relevant to other Schedule 13D Items and
other Reporting Persons, which information is incorporated by reference into all
other Items in this Schedule 13D.

Item 1. Security and Issuer.
Common Units representing limited partner interests ("Common Units")
AmeriGas Partners, L.P. ("Partnership")
P.O. Box 965
Valley Forge, PA 19482

Item 2. Identity and Background.

Name: UGI Corporation ("UGI"), a Pennsylvania corporation

Residence or business address:
P.O. Box 858, Valley Forge, PA 19482

Present principal business:

UGI is a holding company that operates propane distribution, gas and
electric utility and energy marketing businesses through subsidiaries.
UGI, through its subsidiaries which have joined in filing this Schedule
13D, is the majority owner of the Partnership, which conducts the
nation's largest retail propane distribution business. The
Partnership's sole general partner is a wholly-owned subsidiary of UGI,
AmeriGas Propane, Inc. UGI's utility business is conducted through UGI
Utilities, Inc., which owns and operates natural gas distribution and
electric utilities in Pennsylvania. UGI Enterprises, Inc., another
subsidiary, conducts a retail gas and electric marketing business and
is engaged in two international joint ventures.

During the last five years, UGI has not been convicted in a criminal
proceeding. During the last five years, UGI has not been a party to a
civil proceeding the result of which was or is to enjoin future
violations of, or prohibit or mandate activities subject to, federal or
state securities laws or a civil proceeding finding any violation with
respect to such laws.

The information required by Item 2 with respect to the directors and
executive officers of UGI is set forth in Annex 2 to this Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

In connection with the formation and initial public offering of the
Partnership in 1995, certain indirect wholly-owned subsidiaries of UGI
contributed assets to the Partnership's operating partnership
subsidiary in exchange for limited partnership interests in such
subsidiary and then exchanged such interests for Common Units and
Subordinated Units of the Partnership. The effect of this transaction
was to subdivide UGI's preexisting 99% limited partnership interest in
the Partnership into Common Units and Subordinated Units. The
Subordinated Units also represented limited partnership interests in
the Partnership. In accordance with the terms of the Partnership's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"), on May 18, 1999, 9,891,074 Subordinated Units held by
AmeriGas Propane, Inc. and Petrolane Incorporated, indirect
wholly-owned subsidiaries of UGI, converted into Common Units
automatically, without any action on the part of the holders of the
Subordinated Units, based on the achievement of certain historical and
projected cash generation based requirements.

The information required by Item 3 with respect to the directors and
executive officers of UGI is set forth in Annex 3 to this Schedule 13D.
<PAGE> 7
PAGE 7 OF 32 PAGES

Item 4. Purpose of Transaction.

UGI has been the beneficial owner of a majority ownership interest in
AmeriGas Partners, L.P. since its formation. AmeriGas Propane, Inc., an
indirect wholly-owned subsidiary of UGI, is the sole General Partner of
the Partnership. The General Partner conducts, directs and manages the
activities of the Partnership. Except for the conversion of its
Subordinated Units to Common Units at the end of the Subordination
Period pursuant to the Partnership Agreement, neither UGI nor any
director or executive officer of UGI has at this time any plans or
proposals with respect to the Partnership as described in Item 4(a)-(j)
of Schedule 13D. The Common Units beneficially owned by the directors
and executive officers of UGI as set forth herein were purchased for
investment. Subject to availability, price and applicable laws and
regulations, UGI, its subsidiaries, and each director and executive
officer of UGI, may purchase or otherwise acquire additional Common
Units or other securities of the Partnership or may sell or otherwise
dispose of any or all of such securities now owned or hereafter
acquired on such terms and at such prices as each of them may from time
to time determine.

Item 5. Interest in Securities of the Issuer.

UGI beneficially owns 14,283,932 Common Units, constituting
approximately 44.5% of the outstanding class of Common Units.

UGI has sole power to vote or to direct the vote, and the sole power to
dispose of or to direct the disposition of, the Common Units
beneficially owned by it and described herein.

On May 18, 1999, 9,891,074 Subordinated Units held by indirect
wholly-owned subsidiaries of UGI converted into Common Units
automatically, without any action on the part of the holders of such
Units, in accordance with the terms of the Partnership Agreement. The
conversion was based on the achievement of certain historical and
projected cash generation based requirements.

The information required by Item 5 with respect to the directors and
executive officers of UGI is set forth in Annex 3 to this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Partnership Agreement - Conversion of Subordinated Units

In addition to UGI's beneficial ownership of Common Units, UGI
continues to indirectly beneficially own 9,891,072 Subordinated Units.
The Subordinated Units are eligible to convert to Common Units on the
first day after the record date for the quarterly distribution to
Common Unit holders for any quarter ending on or after March 31, 2000
in respect of which certain historical cash generation based
requirements are met.
<PAGE> 8
PAGE 8 OF 32 PAGES

Item 1. Security and Issuer.
Common Units representing limited partner interests ("Common Units")
AmeriGas Partners, L.P. ("Partnership")
P.O. Box 965
Valley Forge, PA 19482

Item 2. Identity and Background.

Name: AmeriGas, Inc. ("AI"), a Pennsylvania corporation. AI is a
wholly-owned subsidiary of UGI.

Residence or business address:
P.O. Box 965, Valley Forge, PA 19482

Present principal business:

AI is a holding company that operates a propane distribution business
through subsidiaries. AI, indirectly through subsidiaries, is the
majority owner of the Partnership, which conducts the nation's largest
retail propane distribution business. The Partnership's sole general
partner is a wholly-owned subsidiary of AI, AmeriGas Propane, Inc.

During the last five years, AI has not been convicted in a criminal
proceeding. During the last five years, AI has not been a party to a
civil proceeding the result of which was or is to enjoin future
violations of, or prohibit or mandate activities subject to, federal or
state securities laws or a civil proceeding finding any violation with
respect to such laws.

The information required by Item 2 with respect to the directors and
executive officers of AI is set forth in Annex 2A to this Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

In connection with the formation and initial public offering of the
Partnership in 1995, certain direct and indirect wholly-owned
subsidiaries of AI contributed assets to the Partnership's operating
partnership subsidiary in exchange for limited partnership interests in
such subsidiary and then exchanged such interests for Common Units and
Subordinated Units of the Partnership. The effect of this transaction
was to subdivide AI's preexisting 99% limited partnership interest in
the Partnership into Common Units and Subordinated Units. The
Subordinated Units also represented limited partnership interests in
the Partnership. In accordance with the terms of the Partnership's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"), on May 18, 1999, 9,891,074 Subordinated Units held by
AmeriGas Propane, Inc. and Petrolane Incorporated, AI's direct and
indirect wholly-owned subsidiaries, converted into Common Units
automatically, without any action on the part of the holders of the
Subordinated Units, based on the achievement of certain historical and
projected cash generation based requirements.

The information required by Item 3 with respect to the directors and
executive officers of AI is set forth in Annex 3A to this Schedule 13D.
<PAGE> 9
PAGE 9 OF 32 PAGES

Item 4. Purpose of Transaction.

AI has been the beneficial owner of a majority ownership interest in
AmeriGas Partners, L.P. since its formation. AmeriGas Propane, Inc., a
wholly-owned subsidiary of AI, is the sole General Partner of the
Partnership. The General Partner conducts, directs and manages the
activities of the Partnership. Except for the conversion of its
Subordinated Units to Common Units at the end of the Subordination
Period pursuant to the Partnership Agreement, neither AI nor any
director or executive officer of AI has at this time any plans or
proposals with respect to the Partnership as described in Item 4(a)-(j)
of Schedule 13D. The Common Units beneficially owned by the directors
and executive officers of AI as set forth herein, were purchased for
investment. Subject to availability, price and applicable laws and
regulations, AI, its subsidiaries, and each director and executive
officer of AI, may purchase or otherwise acquire additional Common
Units or other securities of the Partnership or may sell or otherwise
dispose of any or all of such securities now owned or hereafter
acquired on such terms and at such prices as each of them may from time
to time determine.

Item 5. Interest in Securities of the Issuer.

AI beneficially owns 14,283,932 Common Units, constituting
approximately 44.5% of the outstanding class of Common Units.

AI has sole power to vote or to direct the vote, and the sole power to
dispose of or to direct the disposition of, the Common Units
beneficially owned by it and described herein.

On May 18, 1999, 9,891,074 Subordinated Units held by direct and
indirect wholly-owned subsidiaries of AI converted into Common Units
automatically, without any action on the part of the holders of such
Units, in accordance with the terms of the Partnership Agreement. The
conversion was based on the achievement of certain historical and
projected cash generation based requirements.

The information required by Item 5 with respect to the directors and
executive officers of AI is set forth in Annex 3A to this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Partnership Agreement - Conversion of Subordinated Units

In addition to AI's beneficial ownership of Common Units, AI continues
to indirectly beneficially own 9,891,072 Subordinated Units. The
Subordinated Units are eligible to convert to Common Units on the first
day after the record date for the quarterly distribution to Common Unit
holders for any quarter ending on or after March 31, 2000 in respect of
which certain historical cash generation based requirements are met.
<PAGE> 10
PAGE 10 OF 32 PAGES

Item 1. Security and Issuer.
Common Units representing limited partner interests ("Common Units")
AmeriGas Partners, L.P. ("Partnership")
P.O. Box 965
Valley Forge, PA 19482

Item 2. Identity and Background.

Name: AmeriGas Propane, Inc. ("API"), a Pennsylvania corporation.
API is an indirect, wholly-owned subsidiary of UGI and a
direct wholly-owned subsidiary of AI.

Residence or business address:
P.O. Box 965, Valley Forge, PA 19482

Present principal business:

API is the sole general partner of the Partnership, which conducts the
nation's largest retail propane distribution business. API conducts,
directs and manages the activities of the Partnership. Together with
its subsidiary Petrolane Incorporated, API is the majority owner of
the Partnership.

During the last five years, API has not been convicted in a criminal
proceeding. During the last five years, API has not been a party to a
civil proceeding the result of which was or is to enjoin future
violations of, or prohibit or mandate activities subject to, federal or
state securities laws or a civil proceeding finding any violation with
respect to such laws.

The information required by Item 2 with respect to the directors and
executive officers of API is set forth in Annex 2B to this Schedule
13D.

Item 3. Source and Amount of Funds or Other Consideration.

In connection with the formation and initial public offering of the
Partnership in 1995, API and Petrolane Incorporated, API's direct
wholly-owned subsidiary, contributed assets to the Partnership's
operating partnership subsidiary in exchange for limited partnership
interests in such subsidiary and then exchanged such interests for
Common Units and Subordinated Units of the Partnership. The effect of
this transaction was to subdivide API's preexisting 99% limited
partnership interest in the Partnership into Common Units and
Subordinated Units. The Subordinated Units also represented limited
partnership interests in the Partnership. In accordance with the terms
of the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") on May 18, 1999, 9,891,074
Subordinated Units held by AmeriGas Propane, Inc. and Petrolane
Incorporated converted into Common Units automatically, without any
action on the part of the holders of the Subordinated Units, based on
the achievement of certain historical and projected cash generation
based requirements.

The information required by Item 3 with respect to the directors and
executive officers of API is set forth in Annex 3B to this Schedule
13D.
<PAGE> 11
PAGE 11 OF 32 PAGES

Item 4. Purpose of Transaction.

API has been the beneficial owner of a majority ownership interest in
AmeriGas Partners, L.P. since its formation. API conducts, directs and
manages the activities of the Partnership. Except for the conversion of
its Subordinated Units to Common Units at the end of the Subordination
Period pursuant to the Partnership Agreement, neither API nor any
director or executive officer of API has at this time any plans or
proposals with respect to the Partnership as described in Item 4(a)-(j)
of Schedule 13D. The Common Units beneficially owned by the directors
and executive officers of API as set forth herein were purchased for
investment. Subject to availability, price and applicable laws and
regulations, API, its subsidiaries, and each director and executive
officer of API, may purchase or otherwise acquire additional Common
Units or other securities of the Partnership or may sell or otherwise
dispose of any or all of such securities now owned or hereafter
acquired on such terms and at such prices as each of them may from time
to time determine.

Item 5. Interest in Securities of the Issuer.

API beneficially owns 14,283,932 Common Units, constituting
approximately 44.5% of the outstanding class of Common Units.

API has sole power to vote or to direct the vote, and the sole power to
dispose of or to direct the disposition of, the Common Units
beneficially owned by it and described herein.

On May 18, 1999, 9,891,074 Subordinated Units held by API and its
wholly-owned subsidiary Petrolane Incorporated converted into Common
Units automatically, without any action on the part of the holders of
such Units, in accordance with the terms of the Partnership Agreement.
The conversion was based on the achievement of certain historical and
projected cash generation based requirements.

The information required by Item 5 with respect to the directors and
executive officers of API is set forth in Annex 3B to this Schedule
13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Partnership Agreement - Conversion of Subordinated Units

API is the beneficial owner of 9,891,072 Subordinated Units. The
Subordinated Units are eligible to convert to Common Units on the first
day after the record date for the quarterly distribution to Common Unit
holders for any quarter ending on or after March 31, 2000 in respect of
which certain historical cash generation based requirements are met.
<PAGE> 12
PAGE 12 OF 32 PAGES

Item 1. Security and Issuer.
Common Units representing limited partner interests ("Common Units")
AmeriGas Partners, L.P. ("Partnership")
P.O. Box 965
Valley Forge, PA 19482

Item 2. Identity and Background.

Name: Petrolane Incorporated ("Petrolane"), a Pennsylvania
corporation. Petrolane is an indirect, wholly-owned subsidiary
of UGI and AI and a direct wholly-owned subsidiary of API.

Residence or business address:
P.O. Box 965, Valley Forge, PA 19482

Present principal business:

Petrolane is a holding company.

During the last five years, Petrolane has not been convicted in a
criminal proceeding. During the last five years, Petrolane has not been
a party to a civil proceeding the result of which was or is to enjoin
future violations of, or prohibit or mandate activities subject to,
federal or state securities laws or a civil proceeding finding any
violation with respect to such laws.

The information required by Item 2 with respect to the directors and
executive officers of Petrolane is set forth in Annex 2C to this
Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

In connection with the formation and initial public offering of the
Partnership in 1995, Petrolane contributed assets to the Partnership's
operating partnership subsidiary in exchange for limited partnership
interests in such subsidiary and then exchanged such interests for
Common Units and Subordinated Units of the Partnership. The
Subordinated Units also represented limited partnership interests in
the Partnership. In accordance with the terms of the Partnership's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") on May 18, 1999, 6,432,000 Subordinated Units held by
Petrolane converted into Common Units automatically, without any action
on the part of Petrolane, based on the achievement of certain
historical and projected cash generation based requirements.

The information required by Item 3 with respect to the directors and
executive officers of Petrolane is set forth in Annex 3C to this
Schedule 13D.
<PAGE> 13
PAGE 13 OF 32 PAGES

Item 4. Purpose of Transaction.

The Common Units beneficially owned by Petrolane and the directors and
executive officers of Petrolane as set forth herein, are held for
investment. Neither Petrolane nor any director or executive officer of
Petrolane has at this time any plans or proposals with respect to the
Partnership as described in Item 4(a)-(j) of Schedule 13D. Subject to
availability, price and applicable laws and regulations, Petrolane and
each director and executive officer of Petrolane, may purchase or
otherwise acquire additional Common Units or other securities of the
Partnership or may sell or otherwise dispose of any or all of such
securities now owned or hereafter acquired on such terms and at such
prices as each of them may from time to time determine.

Item 5. Interest in Securities of the Issuer.

Petrolane beneficially owns 7,839,911 Common Units, constituting
approximately 24.4% of the outstanding class of Common Units.

Petrolane has sole power to vote or to direct the vote, and the sole
power to dispose of or to direct the disposition of, the Common Units
beneficially owned by it and described herein.

On May 18, 1999, 6,432,000 Subordinated Units held by Petrolane
converted into Common Units automatically, without any action on the
part of Petrolane, in accordance with the terms of the Partnership
Agreement. The conversion was based on the achievement of certain
historical and projected cash generation based requirements.

The information required by Item 5 with respect to the directors and
executive officers of Petrolane is set forth in Annex 3C to this
Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

None
<PAGE> 14
PAGE 14 OF 32 PAGES

Item 7. Material to Be Filed as Exhibits.

<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
1 Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated
as of September 18, 1999, incorporated by reference to Exhibit 3.1 to AmeriGas
Partners, L.P. Annual Report on Form 10-K for the year ended September 30, 1995.

2 Consent to joint filing pursuant to Rule 13d-1(k)(1).
</TABLE>
<PAGE> 15
PAGE 15 OF 32 PAGES

SIGNATURES

After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned each certify that the information set forth
in this statement is true, complete and correct.

UGI CORPORATION

<TABLE>
<CAPTION>
<S> <C>
Dated: May 28, 1999 By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird
Vice President

AMERIGAS, INC.

Dated: May 28, 1999 By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird
Vice President

AMERIGAS PROPANE, INC.

Dated: May 28, 1999 By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird
Vice President

PETROLANE INCORPORATED

Dated: May 28, 1999 By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird
Vice President
</TABLE>
<PAGE> 16
PAGE 16 OF 32 PAGES

ANNEX 2

DIRECTORS AND EXECUTIVE OFFICERS OF UGI CORPORATION (1)(2)(3)

<TABLE>
<CAPTION>
Present Principal
Occupation (with
Name and Position Residence or UGI, unless other-
with UGI Business Address wise indicated (4))
-------- ---------------- -------------------
<S> <C> <C>
Lon R. Greenberg UGI Corporation Chairman, President and
Chairman, President P. O. Box 858 Chief Executive Officer
and Chief Executive Officer Valley Forge, PA 19482

Stephen D. Ban Gas Research Institute President and Chief
Director 8600 W. Bryn Mawr Avenue Executive Officer of
Suite 1100 South Gas Research Institute
Chicago, IL 60631 (gas industry research
and development)

Thomas F. Donovan Mellon PSFS Retired
Director Mellon Bank Center
8th Floor
1735 Market Street
Philadelphia, PA 19103

Richard C. Gozon Weyerhaeuser Co. Executive Vice President
Director CH-5 of Weyerhaeuser Co.
Tacoma, WA 98477 (an integrated forest
products company)

James W. Stratton Stratton Management Co. President and Chief Executive
Director Plymouth Meeting Executive Officer of Stratton
Campus Management Co.
610 W. Germantown Pike (investment advisory and
Suite 300 financial consulting firm)
Plymouth Meeting, PA 19462

Marvin O. Schlanger Cherry Hill Chemical Principal in the firm of
Director Investments, L.L.C. Cherry Hill Chemical
15 Southwood Drive Investments, L.L.C.
Cherry Hill, NJ 08003 (management services and
capital for chemical and
allied industries)

David I. J. Wang 7036 Verde Way Retired
Director Naples, FL 33963
</TABLE>
<PAGE> 17
PAGE 17 OF 32 PAGES

ANNEX 2 (Cont'd.)

DIRECTORS AND EXECUTIVE OFFICERS OF UGI CORPORATION (1)(2)(3)

<TABLE>
<CAPTION>
Present Principal
Occupation (with
Name and Position Residence or UGI, unless other-
with UGI Business Address wise indicated (4))
-------- ---------------- -------------------
<S> <C> <C>
Brendan P. Bovaird UGI Corporation Vice President and
Vice President and P. O. Box 858 General Counsel
General Counsel Valley Forge, PA 19482

Anthony J. Mendicino UGI Corporation Vice President - Finance
Vice President - Finance P. O. Box 858 and Chief Financial
and Chief Financial Valley Forge, PA 19482 Officer
Officer

Michael J. Cuzzolina UGI Corporation Vice President - Accounting
Vice President - Accounting P. O. Box 858 and Financial Control
and Financial Control Valley Forge, PA 19482

Bradley C. Hall UGI Corporation Vice President - New
Vice President - New P. O. Box 858 Business Development
Business Development Valley Forge, PA 19482

Robert J. Chaney UGI Utilities, Inc. President and Chief Executive
Executive Officer P. O. Box 12677 Officer, UGI Utilities, Inc.
Reading, PA 19612-2677 (natural gas distribution and
electric utilities)
</TABLE>

- --------------------

(1) During the last five years, none of the named directors and executive
officers of UGI has been convicted in a criminal proceeding.

(2) During the last five years, none of the named directors and executive
officers of UGI has been a party to a civil proceeding, the result of which
was or is to enjoin future violations of, or prohibit or mandate activities
subject to, federal or state securities laws or a civil proceeding finding
any violation with respect to such laws.

(3) Each director and executive officer of UGI is a U. S. citizen.

(4) UGI is a holding company that operates propane distribution, gas and
electric utility and energy marketing businesses through subsidiaries. UGI
is the majority owner of the Partnership, which conducts the nation's
largest retail propane distribution business. The Partnership's sole
general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc.
UGI's utility business is conducted through UGI Utilities, Inc., which owns
and operates natural gas distribution and electric utilities in
Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail
gas and electric marketing business and is engaged in two international
joint ventures.
<PAGE> 18
PAGE 18 OF 32 PAGES

ANNEX 2A

DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS, INC. (1)(2)(3)

<TABLE>
<CAPTION>
Present Principal
Occupation (with
Name and Position Residence or UGI, unless other-
with UGI Business Address wise indicated (4))
-------- ---------------- -------------------
<S> <C> <C>
Brendan P. Bovaird UGI Corporation Vice President and
Director and Vice President P. O. Box 858 General Counsel
and General Counsel Valley Forge, PA 19482

Lon R. Greenberg UGI Corporation Chairman, President and
Director P. O. Box 965 Chief Executive Officer
Valley Forge, PA 19482

Anthony J. Mendicino UGI Corporation Vice President - Finance
Director and President P. O. Box 858 and Chief Financial Officer
Valley Forge, PA 19482

R. Paul Grady AmeriGas Vice President - Sales
Vice President P. O. Box 965 and Operations of
Valley Forge, PA 19482 AmeriGas Propane, Inc.

William D. Katz AmeriGas Vice President - Corporate
Vice President P. O. Box 965 Development of AmeriGas
Valley Forge, PA 19482 Propane, Inc.

Martha B. Lindsay AmeriGas Vice President - Finance
Vice President - Finance P. O. Box 965 and Chief Financial Officer
and Chief Financial Officer Valley Forge, PA 19482 of AmeriGas Propane, Inc.
</TABLE>

- --------------------

(1) During the last five years, none of the named directors and executive
officers of AI has been convicted in a criminal proceeding.

(2) During the last five years, none of the named directors and executive
officers of AI has been a party to a civil proceeding, the result of which
was or is to enjoin future violations of, or prohibit or mandate activities
subject to, federal or state securities laws or a civil proceeding finding
any violation with respect to such laws.

(3) Each director and executive officer of AI is a U. S. citizen.

ANNEX 2B

DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS PROPANE, INC. (1)(2)(3)

Thomas F. Donovan Mellon PSFS Retired
Director Mellon Bank Center
8th Floor
1735 Market Street
Philadelphia, PA 19103

Richard C. Gozon Weyerhaeuser Co. Executive Vice President
Director CH-5 of Weyerhaeuser Co.
Tacoma, WA 98477 (an integrated forest
products company)

Stephen A. Van Dyck Maritrans Inc. Chairman and Chief
Director 1818 Market Street Executive Officer of
Suite 3540 Maritrans Inc.
Philadelphia, PA 19103 (marine transporter
of petroleum)

Roger B. Vincent Springwell Corporation President of
Director 230 Park Avenue Springwell Corporation
New York, NY 10169 (corporate finance
advisory firm)

David I. J. Wang 7036 Verde Way Retired
Director Naples, FL 33963
</TABLE>
<PAGE> 20
PAGE 20 OF 32 PAGES

ANNEX 2B (Cont'd.)

DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS PROPANE, INC. (1)(2)(3)

<TABLE>
<CAPTION>
Present Principal
Occupation (with
Name and Position Residence or UGI, unless other-
with UGI Business Address wise indicated (4))
-------- ---------------- -------------------
<S> <C> <C>
Brendan P. Bovaird UGI Corporation Vice President and
Vice President and P. O. Box 858 General Counsel
General Counsel Valley Forge, PA 19482

Martha B. Lindsay AmeriGas Propane, Inc. Vice President - Finance
Vice President - Finance P. O. Box 965 and Chief Financial
and Chief Financial Valley Forge, PA 19482 Officer of AmeriGas
Officer Propane, Inc.

Eugene V. N. Bissell AmeriGas Propane, Inc. Vice President - Sales
Vice President - Sales P. O. Box 965 and Operations of AmeriGas
and Operations Valley Forge, PA 19482 Propane, Inc.

R. Paul Grady AmeriGas Propane, Inc. Vice President - Sales
Vice President - Sales P. O. Box 965 and Operations of AmeriGas
and Operations Valley Forge, PA 19482 Propane, Inc.

Richard R. Eynon AmeriGas Propane, Inc. Controller of AmeriGas
Controller P. O. Box 965 Propane, Inc.
Valley Forge, PA 19482

William D. Katz AmeriGas Propane, Inc. Vice President - Corporate
Vice President - Corporate P. O. Box 965 Development of AmeriGas
Development Valley Forge, PA 19482 Propane, Inc.

Robert H. Knauss AmeriGas Propane, Inc. Vice President - Law of
Vice President - Law P. O. Box 965 AmeriGas Propane, Inc.
Valley Forge, PA 19482

Gordon E. Regan, Jr. AmeriGas Propane, Inc. Vice President - Supply
Vice President - Supply P. O. Box 965 and Transportation of
and Transportation Valley Forge, PA 19482 AmeriGas Propane, Inc.
</TABLE>

- --------------------

(1) During the last five years, none of the named directors and executive
officers of API has been convicted in a criminal proceeding.

(2) During the last five years, none of the named directors and executive
officers of API has been a party to a civil proceeding, the result of which
was or is to enjoin future violations of, or prohibit or mandate activities
subject to, federal or state securities laws or a civil proceeding finding
any violation with respect to such laws.

(3) Each director and executive officer of API is a U. S. citizen.

(4) UGI is a holding company that operates propane distribution, gas and
electric utility and energy marketing businesses through subsidiaries. UGI
is the majority owner of the Partnership, which conducts the nation's
largest retail propane distribution business. The Partnership's sole
general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc.
("API"). UGI's utility business is conducted through UGI Utilities, Inc.,
which owns and operates natural gas distribution and electric utilities in
Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail
gas and electric marketing business and is engaged in two international
joint ventures. API is the majority owner of the Partnership and its sole
general partner. API conducts, directs and manages the activities of the
Partnership.

<PAGE> 21
PAGE 22 OF 32 PAGES

ANNEX 2C

DIRECTORS AND EXECUTIVE OFFICERS OF PETROLANE INCORPORATED (1)(2)(3)

<TABLE>
<CAPTION>
Present Principal
Occupation (with
Name and Position Residence or UGI, unless other-
with UGI Business Address wise indicated (4))
-------- ---------------- -------------------
<S> <C> <C>
Brendan P. Bovaird UGI Corporation Vice President and
Director and P. O. Box 858 General Counsel
Vice President and Valley Forge, PA 19482
General Counsel

Eugene V.N. Bissell AmeriGas Propane, Inc. Vice President - Sales and
Director and P. O. Box 965 Operations of AmeriGas
President Valley Forge, PA 19482 Propane, Inc.
</TABLE>

- --------------------

(1) During the last five years, none of the named directors and executive
officers of Petrolane has been convicted in a criminal proceeding.

(2) During the last five years, none of the named directors and executive
officers of Petrolane has been a party to a civil proceeding, the result of
which was or is to enjoin future violations of, or prohibit or mandate
activities subject to, federal or state securities laws or a civil
proceeding finding any violation with respect to such laws.

(3) Each director and executive officer of Petrolane is a U. S. citizen.

(4) UGI is a holding company that operates propane distribution, gas and
electric utility and energy marketing businesses through subsidiaries. UGI
is the majority owner of the Partnership, which conducts the nation's
largest retail propane distribution business. The Partnership's sole
general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc.
("API"). UGI's utility business is conducted through UGI Utilities, Inc.,
which owns and operates natural gas distribution and electric utilities in
Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail
gas and electric marketing business and is engaged in two international
joint ventures. API is the majority owner of the Partnership and its sole
general partner. API conducts, directs and manages the activities of the
Partnership.

<PAGE> 22
PAGE 23 OF 32 PAGES

ANNEX 3

The table below sets forth as of May 28, 1999 the beneficial ownership
of Units by each director and executive officer of UGI. Each director and
executive officer beneficially owns less than 1% of the outstanding Units.
Unless otherwise indicated, each individual named in the table used personal
funds to purchase the Units which he beneficially owns.

<TABLE>
<CAPTION>
Number of Units and Amount of Funds Used
Name & Position Nature of Beneficial to Purchase Units and
with UGI Corporation Ownership (1) Source of Funds
- -------------------- ------------- ---------------
<S> <C> <C>
Lon R. Greenberg 4,500 (2) $103,500.00 (3)
Director;
Chairman, President
and Chief Executive
Officer

Stephen D. Ban - 0 - - 0 -
Director

Thomas F. Donovan 1,000 $21,375.00
Director

Richard C. Gozon - 0 - - 0 -
Director

Marvin O. Schlanger 300 (4) $6,600.00
Director

James W. Stratton 1,000 (5) $23,875.00
Director

David I. J. Wang 10,000 $208,281.00
Director

Brendan P. Bovaird 500 (6) $11,393.75
Vice President, General
Counsel and Secretary

Anthony J. Mendicino 5,000 (7) $102,500.00
Vice President - Finance
and Chief Financial Officer

Michael J. Cuzzolina - 0 - - 0 -
Vice President - Accounting
and Financial Control

Bradley C. Hall - 0 - - 0 -
Vice President -New
Business Development

Robert C. Chaney - 0 - - 0 -
Executive Officer
</TABLE>
<PAGE> 23
PAGE 24 OF 32 PAGES

- ------------------------------------------------
(1) Sole voting and investment power unless otherwise specified.

(2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units
are held by Mr. Greenberg as custodian for a dependent child.

(3) Funds held in custodian account for benefit of minor children.

(4) Shared voting and investment power with his wife.

(5) Shared voting and investment power with his wife.

(6) Shared voting and investment power with his wife.

(7) Shared voting and investment power with his wife.

The following table describes all transactions in Units by executive
officers and directors of UGI during the past 60 days (all transactions were
purchases effected on the New York Stock Exchange):

<TABLE>
<CAPTION>
Name Date Number of Units Price Per Unit($)
---- ---- --------------- -----------------
<S> <C> <C> <C>
Brendan P. Bovaird 5/6/99 100 21.9375

Anthony J. Mendicino 5/11/99 2,000 20.50
5/14/99 3,000 20.50
</TABLE>
<PAGE> 24
PAGE 25 OF 32 PAGES

ANNEX 3A

The table below sets forth as of May 28, 1999 the beneficial ownership of
Units by each director and executive officer of AmeriGas, Inc. Each director and
executive officer beneficially owns less than 1% of the outstanding Units.
Unless otherwise indicated, each individual named in the table used personal
funds to purchase the Units which he or she beneficially owns.

<TABLE>
<CAPTION>
Number of Units and Amount of Funds Used
Name & Position Nature of Beneficial to Purchase Units and
with AmeriGas, Inc. Ownership (1) Source of Funds
- ------------------- ------------- ---------------
<S> <C> <C>
Lon R. Greenberg 4,500 (2) $103,500.00 (3)
Director

Brendan P. Bovaird 500 (4) $11,393.75
Director;
Vice President and General
Counsel

Anthony J. Mendicino 5,000 (5) $102,500.00
Director and President

Martha B. Lindsay 600 (6) $14,325.00
Vice President - Finance 5,288 (7) - 0 -
and Chief Financial
Officer

William D. Katz 7,875 (7) - 0 -
Vice President

R. Paul Grady 2,300 $48,875.00
Vice President 11,250 (7) - 0 -
</TABLE>

The following table describes all transactions in Units by executive
officers and directors of UGI during the past 60 days (except for incentive plan
awards, all transactions were purchases effected on the New York Stock
Exchange):

<TABLE>
<CAPTION>
Name Date Number of Units Price Per Unit($)
---- ---- --------------- -----------------
<S> <C> <C> <C>
Brendan P. Bovaird 5/6/99 100 21.9375

Anthony J. Mendicino 5/11/99 2,000 20.50
5/14/99 3,000 20.50

Martha B. Lindsay 5/18/99 5,288 - 0 - (7)

William D. Katz 5/18/99 7,875 - 0 - (7)

R. Paul Grady 5/18/99 11,250 - 0 - (7)
</TABLE>

- -----------------------------------------
(1) Sole voting and investment power unless otherwise specified.
<PAGE> 25
PAGE 26 OF 32 PAGES

(2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units
are held by Mr. Greenberg as custodian for a dependent child.

(3) Funds held in custodian account for benefit of minor children.

(4) Shared voting and investment power with his wife.

(5) Shared voting and investment power with his wife.

(6) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay
holds 400 Common Units as custodian for two dependent children.

(7) Award of Common Units in settlement of a grant under a long-term incentive
plan.
<PAGE> 26
PAGE 27 OF 32 PAGES

ANNEX 3B

The table below sets forth as of May 28, 1999 the beneficial ownership of
Units by each director and executive officer of AmeriGas Propane, Inc. Each
director and executive officer beneficially owns less than 1% of the outstanding
Units. Unless otherwise indicated, each individual named in the table used
personal funds to purchase the Units which he or she beneficially owns.

<TABLE>
<CAPTION>
Number of Units and Amount of Funds Used
Name & Position with Nature of Beneficial to Purchase Units and
AmeriGas Propane, Inc. Ownership (1) Source of Funds
- ---------------------- ------------- ---------------
<S> <C> <C>
Lon R. Greenberg 4,500 (2) $103,500.00 (3)
Director; Chairman,
President and Chief
Executive Officer

Thomas F. Donovan 1,000 $21,375.00
Director

Richard C. Gozon - 0 - - 0 -
Director

James W. Stratton 1,000 (4) $23,875.00
Director

Stephen A. Van Dyck 1,000 $23,250.00
Director

Roger B. Vincent 1,000 $26,625.00
Director

David I. J. Wang 10,000 $208,281.00
Director

Brendan P. Bovaird 500 (5) $11,393.75
Vice President and General
Counsel

Eugene V. N. Bissell 1,500 (6) $34,875.00
Vice President - Sales 11,250 (7) - 0 -
and Operations

R. Paul Grady 2,300 $48,875.00
Vice President - Sales 11,250 (7) - 0 -
and Operations

Martha B. Lindsay 600 (8) $14,325.00
Vice President - Finance 5,288 (7) - 0 -
and Chief Financial
Officer

William D. Katz 7,875 (7) - 0 -
Vice President - Corporate
Development
</TABLE>
<PAGE> 27
PAGE 28 OF 32 PAGES

ANNEX 3B (Cont'd.)

<TABLE>
<CAPTION>
Number of Units and Amount of Funds Used
Name & Position with Nature of Beneficial to Purchase Units and
AmeriGas Propane, Inc. Ownership (1) Source of Funds
- ---------------------- ------------- ---------------
<S> <C> <C>
Robert H. Knauss 7,875 (7) - 0 -
Vice President - Human Resources
and Law, Associate General
Counsel and Secretary

Gordon E. Regan, Jr. 7,875 (7) - 0 -
Vice President - Purchasing
and Transportation

Richard R. Eynon 3,375 (7) - 0 -
Controller and Chief
Accounting Officer
</TABLE>

The following table describes all transactions in Units by executive
officers and directors of API during the past 60 days (Mr. Bovaird's transaction
was a purchase effected on the New York Stock Exchange):

<TABLE>
<CAPTION>
Name Date Number of Units Price Per Unit($)
---- ---- --------------- -----------------
<S> <C> <C> <C>
Brendan P. Bovaird 5/6/99 100 21.9375

Martha B. Lindsay 5/18/99 5,288 - 0 - (7)

Eugene V. N. Bissell 5/18/99 11,250 - 0 - (7)

William D. Katz 5/18/99 7,875 - 0 - (7)

R. Paul Grady 5/18/99 11,250 - 0 - (7)

Robert H. Knauss 5/18/99 7,875 - 0 - (7)

Gordon E. Regan, Jr. 5/18/99 7,875 - 0 - (7)

Richard R. Eynon 5/18/99 3,375 - 0 - (7)
</TABLE>

- ------------------------------------------------
(1) Sole voting and investment power unless otherwise specified.

(2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units
are held by Mr. Greenberg as custodian for a dependent child.

(3) Funds held in custodian account for benefit of minor children.
<PAGE> 28
PAGE 29 OF 32 PAGES

(4) Shared voting and investment power with his wife.

(5) Shared voting and investment power with his wife.

(6) Shared voting and investment power with his wife.

(7) Award of Common Units in settlement of a grant under a long-term incentive
plan.

(8) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay
holds 400 Common Units as custodian for two dependent children.
<PAGE> 29
PAGE 30 OF 32 PAGES

ANNEX 3C

The table below sets forth as of May 28, 1999 the beneficial ownership of
Units by each director and executive officer of Petrolane Incorporated. Each
director and executive officer beneficially owns less than 1% of the outstanding
Units. Unless otherwise indicated, each individual named in the table used
personal funds to purchase the Units which he or she beneficially owns.

<TABLE>
<CAPTION>
Number of Units and Amount of Funds Used
Name & Position with Nature of Beneficial to Purchase Units and
Petrolane Incorporated Ownership (1) Source of Funds
- ---------------------- ------------- ---------------
<S> <C> <C>
Eugene V. N. Bissell 1,500 (2) $34,875.00
Director and President 11,250 (3) - 0 -

Brendan P. Bovaird 500 (4) $11,393.75
Director;
Vice President and General
Counsel

Martha B. Lindsay 600 (5) $14,325.00
Director; 5,288 (3) - 0 -
Vice President - Finance
</TABLE>

The following table describes all transactions in Units by executive
officers and directors of Petrolane during the past 60 days (Mr. Bovaird's
transaction was a purchase effected on the New York Stock Exchange):

<TABLE>
<CAPTION>
Name Date Number of Units Price Per Unit($)
---- ---- --------------- -----------------
<S> <C> <C> <C>
Brendan P. Bovaird 5/6/99 100 21.9375

Martha B. Lindsay 5/18/99 5,288 - 0 - (3)

Eugene V. N. Bissell 5/18/99 11,250 - 0 - (3)
</TABLE>

- -----------------------------------------
(1) Sole voting and investment power unless otherwise specified.

(2) Shared voting and investment power with his wife.

(3) Award of Common Units in settlement of a grant under a long-term incentive
plan.

(4) Shared voting and investment power with his wife.
<PAGE> 30
PAGE 31 OF 32 PAGES

(5) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay
holds 400 Common Units as custodian for two dependent children.

<PAGE> 1
PAGE 32 OF 32 PAGES

EXHIBIT 2

Rule 13d-1(k)(1)

The undersigned persons agree and consent to the joint filing on their
behalf of this Schedule 13D in connection with their beneficial ownership of the
Common Units of AmeriGas Partners, L.P.

UGI CORPORATION

By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird, Vice President

AMERIGAS, INC.

By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird, Vice President

AMERIGAS PROPANE, INC.

By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird, Vice President

PETROLANE INCORPORATED

By: /s/ Brendan P. Bovaird
------------------------------------
Brendan P. Bovaird, Vice President