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As filed with the Securities and Exchange Commission on May 20, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERIGAS PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 23-2787918
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(Address, including zip code, of principal executive offices)
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AMERIGAS PROPANE, INC. 1997 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.
(Full title of the Plan)
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BRENDAN P. BOVAIRD
VICE PRESIDENT AND GENERAL COUNSEL
AMERIGAS PROPANE, INC.
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Name, address, and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
maximum maximum
Title of securities to Amount to be offering aggregate Amount of
be registered registered (1) price per unit offering price registration fee (2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Unit, representing 81,226 Common Units $20.15625 $1,637,212 $456.00
a limited partner interest
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</TABLE>
(1) Pursuant to Rule 416(a), the number of Common Units being registered shall
be adjusted to include any additional Common Units which may become
issuable in accordance with anti-dilution provisions of the AmeriGas
Propane, Inc. 1997 Long-Term Incentive Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Units as reported on the
New York Stock Exchange for May 18, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K, filed pursuant to
Section 13(a) of the Exchange Act for the fiscal year ended September 30, 1998;
(b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1998 and March 31, 1999;
(c) the description of the Common Units contained in the
Registrant's registration statement on Form 8-A filed with the Commission on
March 28, 1995 under Section 12 of the Exchange Act, together with all
amendments and reports filed with the Commission for the purposes of updating
the description; and
(d) all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Units covered by this Registration Statement
will be passed upon for the Partnership by Brendan P. Bovaird, Vice President
and General Counsel of the General Partner. As of May 20, 1999 Mr. Bovaird held
500 Common Units.
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Agreement of Limited Partnership of the
Registrant provides that the Partnership will indemnify the General Partner, any
Departing Partner, any person who is or was an affiliate of the General Partner
or any Departing Partner, any Person who is or was an officer, director,
employee, partner, agent or trustee of the General Partner or any Departing
Partner or any affiliate of the General Partner or any Departing Partner, or any
Person who is or was serving at the request of the General Partner or any
Departing Partner or any affiliate of the General Partner or any Departing
Partner as an officer, director, employee, partner, agent or trustee of another
Person ("Indemnitees"), to the fullest extent permitted by law, from and against
any and all losses, claims, damages, liabilities (joint or several), expenses
(including, without limitation, legal fees and expenses), judgments, fines,
penalties, interest, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, by reason of its status as
any of the foregoing; provided that in each case the indemnitee acted in good
faith and in a manner that such Indemnitee reasonably believed to be in or not
opposed to the best interests of the Partnership and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. Any indemnification under these provisions will be only out of the
assets of the Partnership, and the General Partner shall not be personally
liable for, or have any obligation to contribute or loan funds or assets to the
Partnership to enable it to effectuate, such indemnification. The Partnership is
authorized to purchase (or to reimburse the General Partner or its affiliates
for the cost of) insurance against liabilities asserted against and expenses
incurred by such persons in
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connection with the Partnership's activities, regardless of whether the
Partnership would have the power to indemnify such person against such
liabilities under the provisions described above.
Subject to any terms, conditions or restrictions set forth in the Amended
and Restated Partnership Agreement, Section 17-108 of the Delaware Revised
Limited Partnership Act empowers a Delaware limited partnership to indemnify and
hold harmless any partner or other person from and against any and all claims
and demands whatsoever.
The General Partner maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering the General Partner for
indemnification payments made to its directors and officers for certain
liabilities. The premiums for such insurance are paid by the Partnership.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Amended and Restated Agreement of Limited Partnership dated as of
September 18, 1995 (incorporated herein by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995).
5 Opinion of Brendan P. Bovaird, Vice President and General Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brendan P. Bovaird, Vice President and General Counsel,
included as part of Exhibit 5
24 Powers of Attorney (included on signature page hereof)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Pennsylvania, on the 20th day of May, 1999.
AMERIGAS PARTNERS, L.P.
By: AmeriGas Propane, Inc.
its General Partner
By: /s/ Martha B. Lindsay
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Martha B. Lindsay
Vice President - Finance and
Chief Financial Officer
Each person whose signature appears below hereby appoints Brendan P.
Bovaird, Lon R. Greenberg and Martha B. Lindsay, and each of them, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to perform each and every act and thing appropriate or necessary to be
done, as fully and for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Capacities in Which Signed Date
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Chairman, President and
/s/ Lon R. Greenberg Chief Executive Officer
- -------------------- (Principal Executive May 20, 1999
Lon R. Greenberg Officer) and Director
Vice President - Finance
/s/ Martha B. Lindsay and Chief Financial
- --------------------- Officer (Principal May 20, 1999
Martha B. Lindsay Financial Officer)
Controller and Chief
/s/ Richard R. Eynon Accounting Officer
- --------------------- (Principal Accounting May 20, 1999
Richard R. Eynon Officer)
- --------------------- Director
Thomas F. Donovan May , 1999
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Each person whose signature appears below hereby appoints Brendan P.
Bovaird, Lon R. Greenberg and Martha B. Lindsay, and each of them, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to perform each and every act and thing appropriate or necessary to be
done, as fully and for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
/s/ Richard C. Gozon
- ---------------------- Director
Richard C. Gozon May 20, 1999
/s/ James W. Stratton
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James W. Stratton Director May 20, 1999
/s/ Stephen A. Van Dyck
- -----------------------
Stephen A. Van Dyck Director May 20, 1999
/s/ Roger B. Vincent
- ----------------------- Director
Roger B. Vincent May 20, 1999
/s/ David I. J. Wang
- ---------------------- Director
David I. J. Wang May 20, 1999
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EXHIBIT INDEX
Exhibit Description
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4 Amended and Restated Agreement of Limited Partnership dated as of
September 18, 1995 (incorporated herein by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for fiscal year ended September
30, 1995).
5 Opinion of Brendan P. Bovaird, Vice President and General Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brendan P. Bovaird, Vice President and General Counsel,
included as part of Exhibit 5
24 Powers of Attorney (included on signature page hereof)
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EXHIBIT 5
May 20, 1999
AmeriGas Partners, L.P.
460 North Gulph Road
King of Prussia, PA 19406
Re: AmeriGas Partners, L.P. Registration Statement on Form S-8
81,226 Common Units, representing limited partner interests
Gentlemen:
I am Vice President and General Counsel of AmeriGas Propane, Inc., a
Pennsylvania corporation and the General Partner of AmeriGas Partners, L.P. (the
"Partnership"). In such capacity I am furnishing this opinion in connection
with the Partnership's registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the registration of 81,226 Common Units (the "Units") representing limited
partner interests of the Partnership. The Units are issuable pursuant to the
AmeriGas Propane, Inc. 1997 Long-Term Incentive Plan on behalf of the
Partnership (the "Plan").
In connection with this opinion, I have examined the Partnership's Amended
and Restated Agreement of Limited Partnership, the Plan, the executed
Registration Statement and such other documents, records, statutes and decisions
as I have deemed relevant to enable me to give this opinion.
Based upon the foregoing, I am of the opinion that the Units, when issued
by the Partnership pursuant to the provisions of the Plan, will be legally
issued, fully paid and non-assessable Units of the Partnership.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to all references to me in the Registration Statement.
Very truly yours,
Brendan P. Bovaird
Vice President and General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
November 13, 1998, included or incorporated by reference in the Annual Report on
Form 10-K for AmeriGas Partners, L.P. for the year ended September 30, 1998.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 20, 1999
