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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, 2000
Commission file number 1-13692
Commission file number 33-92734-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 23-2787918
Delaware 23-2800532
(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. [ ]
The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on December 1, 2000 was approximately
$319,365,044. At December 1, 2000 there were outstanding 34,404,286 Common Units
and 9,891,072 Subordinated Units, each representing limited partner interests.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2000 are incorporated by
reference in Part II of this Form 10-K.
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TABLE OF CONTENTS
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PART I BUSINESS PAGE
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Items 1 and 2 Business and Properties............................... 1
Item 3 Legal Proceedings..................................... 9
Item 4 Submission of Matters to a Vote of
Security Holders...................................... 9
PART II SECURITIES AND FINANCIAL INFORMATION
Item 5 Market for Registrant's Common Equity
and Related Security Holder Matters................... 9
Item 6 Selected Financial Data............................... 11
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 12
Item 7A Quantitative and Qualitative Disclosures About
Market Risk........................................... 21
Item 8 Financial Statements and Supplementary
Data.................................................. 22
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure................ 22
PART III MANAGEMENT AND SECURITY HOLDERS
Item 10 Directors and Executive Officers of the
General Partner....................................... 22
Item 11 Executive Compensation................................ 27
Item 12 Security Ownership of Certain Beneficial
Owners and Management................................. 37
Item 13 Certain Relationships and Related
Transactions.......................................... 41
PART IV ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
Item 14 Exhibits, Financial Statement Schedules
and Reports on Form 8-K............................... 42
Signatures............................................ 47
Index to Financial Statements
and Financial Statement Schedules..................... F-2
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PART I: BUSINESS
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
GENERAL
AmeriGas Partners, L.P. ("AmeriGas Partners") is a publicly traded
Delaware limited partnership formed on November 2, 1994. We are one of the
largest retail propane distributors in the United States based on fiscal year
2000 retail sales volume of 771 million gallons. We serve approximately 968,000
residential, commercial, industrial, agricultural and motor fuel customers from
approximately 550 district locations in 45 states. Our operations are located
primarily in the Northeast, Southeast, Great Lakes and West Coast regions of the
United States.
We conduct our business principally through our subsidiary, AmeriGas
Propane, L.P. (the "Operating Partnership"), a Delaware limited partnership. On
April 19, 1995, the Operating Partnership acquired the propane distribution
businesses and assets of AmeriGas Propane, Inc., AmeriGas Propane-2, Inc.
(collectively, "AGP") and Petrolane Incorporated ("Petrolane") (collectively,
the "Predecessors"). These acquisitions took place concurrently with the initial
public offering of our common units. The 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.
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 and Philadelphia stock
exchanges. Through various subsidiaries, UGI has been in the propane
distribution business for over 40 years. The General Partner and its subsidiary
Petrolane own an aggregate 53.5% limited partner interest in the Partnership. In
addition, the General Partner owns an aggregate 2% general partner interest. The
General Partner is responsible for managing our operations.
Our subsidiary, AmeriGas Finance Corp. ("AmeriGas Finance"), a
Delaware corporation, was formed on March 13, 1995. It serves as co-obligor for
certain of our senior notes. AmeriGas Finance has nominal assets and does not
conduct any operations. This report contains no discussion of the results of
operations, liquidity or capital resources of AmeriGas Finance. Its executive
offices are located at 460 North Gulph Road, King of Prussia, Pennsylvania
19406, and its telephone number is (610) 337-7000.
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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 business process 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 demand for propane is expected to remain relatively
constant for the foreseeable future, with year-to-year industry volumes being
affected primarily by weather patterns. Internal growth will be provided in part
from expansion of our PPX Prefilled Propane Xchange(R) and national accounts
programs. In addition, we believe opportunities also exist to grow our business
internally through marketing programs designed to increase targeted customer
segments.
In fiscal year 2000, we acquired propane operations with aggregate
annual sales of approximately 24 million gallons. The competition for
acquisitions among publicly traded master limited partnerships engaged in the
propane distribution business has intensified in recent years. 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.
We are implementing a management structure and business process
changes which are designed to improve the efficiency of field operations such as
dispatching delivery trucks, responding to customer calls and handling
administrative functions. We expect these efforts to result in higher customer
and employee satisfaction and lower operating expense as the new structure is
fully implemented over the next few years.
HISTORY OF THE PARTNERSHIP'S OPERATIONS
AmeriGas, Inc. ("AmeriGas"), a wholly owned subsidiary of UGI, began
propane distribution operations in 1959. In the ten fiscal years preceding the
Partnership's formation, AGP, a subsidiary of AmeriGas, experienced significant
growth through the acquisition of over 30 propane companies, including Cal Gas
Corporation ("Cal Gas"), which was a major national propane distributor. In
July, 1993, AmeriGas purchased a significant equity interest in Petrolane. At
the time they were acquired, Cal Gas and Petrolane had annual revenues from
propane sales that were approximately three times and one and one-half times,
respectively, those of AGP.
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
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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. Several states have adopted or are considering proposals that
would substantially deregulate the generation portion of the electric utility
industry and thereby permit retail electric customers to choose their electric
supplier. While proponents of electric utility deregulation believe that
competition will ultimately reduce the cost of electricity, we are unable to
predict whether, or the extent to which, the price of electricity may drop.
Therefore, we cannot predict the ultimate impact that electric utility
deregulation may have on propane's existing competitive price advantage over
electricity.
PRODUCTS, SERVICES AND MARKETING
As of September 30, 2000, the Partnership distributed propane to
approximately 968,000 customers from approximately 550 district locations. The
Partnership's operations are located primarily in the Northeast, Southeast,
Great Lakes and West Coast regions of the United 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 75% of the Partnership's 2000 fiscal year sales (based on gallons
sold) were to retail accounts and approximately 25% were to wholesale customers.
Sales to residential customers in fiscal 2000 represented approximately 40% of
retail gallons sold, industrial/commercial customers 37%, motor fuel customers
15%, and agricultural customers 8%. Residential customers represented 49% of the
Partnership's total propane margin. No single customer accounts for 1% 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 PPX Prefilled Propane Xchange program ("PPX(R)")
enables consumers to exchange their empty 20-pound propane grill cylinders for
filled cylinders at various retail locations such as home center and convenience
stores. Sales of our PPX(R) grill cylinders to retailers are included in the
commercial/industrial market. 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 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
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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 100 gallons to
approximately 1,200 gallons.
The Partnership also delivers propane to retail customers in
portable cylinders with capacities of 4 to 30 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. The Partnership continues to expand its
PPX(R) program. At September 30, 2000, PPX(R) was available at approximately
10,700 retail locations throughout the country.
PROPANE SUPPLY AND STORAGE
Supplies of propane from the Partnership's sources historically have
been readily available. During the year ended September 30, 2000, the
Partnership purchased approximately 65% of its propane from 10 suppliers,
including Enterprise Products Operating LP (approximately 18%), the BP companies
(approximately 17%) and Dynegy (approximately 13%). 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
heating 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 2001. If supply from major sources
were interrupted, however, the cost of procuring product might be materially
higher and, at least on a short-term basis, margins could be affected. Aside
from Enterprise Products Operating LP, the BP companies and Dynegy, no single
supplier provided more than 10% of the Partnership's total propane supply in
fiscal year 2000. 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.
The Partnership has over 200 sources of supply, and it also makes
purchases on the spot market. The Partnership purchases its propane supplies
from domestic and international suppliers. Over 90% of propane purchases by the
Partnership in fiscal year 2000 were on a contractual basis under one- or
two-year agreements subject to annual review. More than 90% of those contracts
provided for pricing based upon posted prices at the time of delivery or 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, Rhode Island 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 -
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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]
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LP History for Mt Be
Mont Belvieu Conway
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1995 October Avg. Oct-95 30.946 32.7784
1995 November Avg. Nov-95 30.9531 32.7406
1995 December Avg. Dec-95 35.3219 38.1719
1996 January Avg. Jan-96 36 36.2415
1996 February Avg. Feb-96 40.8563 37.7688
1996 March Avg. Mar-96 37.2292 36.0119
1996 April Avg. Apr-96 35.5744 34.1071
1996 May Avg. May-96 34.9233 34.4773
1996 June Avg. Jun-96 34.925 36.3531
1996 July Avg. Jul-96 35.6339 37.2679
1996 August Avg. Aug-96 38.4403 37.9773
1996 September Avg. Sep-96 47.0156 44.7844
1996 October Avg. Oct-96 51.5734 51.5272
1996 November Avg. Nov-96 58.0493 63.4112
1996 December Avg. Dec-96 61.0446 84.2917
1997 January Avg. Jan-97 47.4545 63.392
1997 February Avg. Feb-97 38.7105 39.0197
1997 March Avg. Mar-97 38.5 37.2563
1997 April Avg. Apr-97 34.875 35.2614
1997 May Avg. May-97 35.3095 36.4762
1997 June Avg. Jun-97 34.4286 35.8631
1997 July Avg. Jul-97 34.9063 34.6278
1997 August Avg. Aug-97 37.0268 36.5268
1997 September Avg. Sep-97 38.6786 37.9524
1997 October Avg. Oct-97 39.8261 37.3207
1997 November Avg. Nov-97 35.9479 35.0035
1997 December Avg. Dec-97 33.571 31.3636
1998 January Avg. Jan-98 30.0656 28.2063
1998 February Avg. Feb-98 29.7862 28.3237
1998 March Avg. Mar-98 27.3892 27.8381
1998 April Avg. Apr-98 29.0565 29.4702
1998 May Avg. May-98 27.4188 27.8231
1998 June Avg. Jun-98 24.4205 24.8409
1998 July Avg. Jul-98 24.5398 24.5483
1998 August Avg. Aug-98 24.1161 23.8661
1998 September Avg. Sep-98 24.8304 24.0417
1998 October Avg. Oct-98 25.7188 24.5682
1998 November Avg. Nov-98 24.7862 23.2007
1998 December Avg. Dec-98 20.8949 18.7188
1999 January Avg. Jan-99 21.7467 19.6086
1999 February Avg. Feb-99 22.4342 20.5822
1999 March Avg. Mar-99 24.1005 23.4022
1999 April Avg. Apr-99 28.2619 27.5774
1999 May Avg. May-99 28.3063 26.8813
1999 June Avg. Jun-99 30.9517 28.679
1999 July Avg. Jul-99 37.2619 34.622
1999 August Avg. Aug-99 40.5085 37.5597
1999 September Avg. Sep-99 43.1786 42.4048
1999 October Avg. Oct-99 45.4554 43.3899
1999 November Avg. Nov-99 43.4406 38.7781
1999 December Avg. Dec-99 42.8304 35.1012
2000 January Avg. Jan-00 56.1086 42.3191
2000 February Avg. Feb-00 59.7219 47.2625
2000 March Avg. Mar-00 51.1277 47.6495
2000 April Avg. Apr-00 46.875 43.6414
2000 May Avg. May-00 51.3068 50.8068
2000 June Avg. Jun-00 55.4716 56.2244
2000 July Avg. Jul-00 54.875 56.2862
2000 August Avg. Aug-00 58.5408 63.5245
2000 September Avg. Sep-00 64.20945 70.9466
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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. As previously stated, we are unable to predict the ultimate impact
that deregulation of electric generation may have on propane's current
competitive price advantage. Since the 1970s, many new homes have been built to
use electrical heating systems and appliances. 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,
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natural gas pipelines are not present in many regions of the country where
propane is sold for heating and cooking purposes.
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. Based on the most
recent annual survey by the American Petroleum Institute, the 1998 domestic
retail market for propane (annual sales for other than chemical uses) was
approximately 9.5 billion gallons and, based on LP-GAS magazine rankings, 1999
sales volume of the ten largest propane companies (including AmeriGas Partners)
represented approximately 41% of domestic retail sales. Management believes the
Partnership's 2000 retail volume represents approximately 8% of the domestic
retail market. The ability to compete effectively depends on supplying customer
service, maintaining competitive retail prices and controlling operating
expenses.
Competition can intensify in response to a variety of factors,
including significantly warmer-than-normal weather, higher prices resulting from
extraordinary increases in the cost of propane, and recessionary economic
factors. The Partnership may experience greater than normal customer losses in
certain years when competitive conditions reflect any of these factors.
In the motor fuel market, propane competes with gasoline and diesel
fuel. When gasoline prices are high relative to propane, propane competes
effectively. 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.
PROPERTIES
As of September 30, 2000, the Partnership owned approximately 83% 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 leases a 600,000 barrel
refrigerated, above-ground storage facility 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 subleased to
several refiners for the storage of butane. In Rhode Island, the Partnership
leases storage with a 400,000 barrel capacity.
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, 2000,
the Partnership operated a fleet of approximately 165 transport trucks,
approximately 40% of which were leased. It owned approximately 320 transport
trailers and leased 270 railroad tank cars. In addition, the Partnership fleet
included approximately 2,600 bobtail and rack trucks, and approximately 1,800
other delivery and service vehicles. The vehicle fleet is 62% leased. Other
assets owned at September 30, 2000 included approximately 1.0 million stationary
storage tanks with typical capacities of 100 to 1,000 gallons and approximately
1.3 million portable propane cylinders with typical capacities of 4 to 100
gallons. The Partnership also owned more than 2,200 large volume tanks which are
used for its own storage requirements. Most of the Partnership's debt is secured
by liens and mortgages on the Partnership's real and personal
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property.
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 55% of the
Partnership's fiscal year 2000 retail sales volume and approximately 83% of its
earnings before interest expense, income taxes, depreciation and amortization
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
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 hazardous substances may
exist. See Notes 1 and 9 to the
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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, National Fire Protection
Association 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. 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. These regulations cover the transportation of hazardous
materials and are administered by the United States Department of Transportation
("DOT"). During 1999, the Research and Special Programs Administration ("RSPA"),
a division of the DOT, issued new regulations applicable to cargo tanks used to
transport propane and procedures for loading propane on and off cargo tanks.
Specific provisions include, among other things, revised attendance requirements
for unloading propane and new requirements for emergency discharge control
equipment, such as remote control devices that enable the driver to stop the
unloading process at a distance from the vehicle and passive systems that will
shut down loading and unloading without human intervention. The Partnership is
in compliance with the new regulations and is evaluating the equipment that is
being developed to comply with the passive systems requirements that will become
effective in July 2001.
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.
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, 2000, the General
Partner had 4,874 employees, including 311 temporary and part-time employees.
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.
-8-
<PAGE> 11
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings 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.
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 2000 fiscal year.
PART II: SECURITIES AND FINANCIAL INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON UNITS AND RELATED SECURITY HOLDER MATTERS
Each common unit ("Common Unit") represents a limited partner
interest. The 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 Composite
Transactions tape, and the amount of cash distributions paid per Common Unit.
<TABLE>
<CAPTION>
PRICE RANGE CASH
2000 FISCAL YEAR HIGH LOW DISTRIBUTION
<S> <C> <C> <C>
Fourth Quarter $19.3750 $16.8750 $0.55
Third Quarter 17.4375 14.9375 0.55
Second Quarter 18.5000 14.3750 0.55
First Quarter 19.8750 12.7500 0.55
</TABLE>
<TABLE>
<CAPTION>
PRICE RANGE CASH
1999 FISCAL YEAR HIGH LOW DISTRIBUTION
<S> <C> <C> <C>
Fourth Quarter $20.5625 $18.3125 $0.55
Third Quarter 22.1250 18.8750 0.55
Second Quarter 25.1250 17.0000 0.55
First Quarter 26.0000 21.5000 0.55
</TABLE>
-9-
<PAGE> 12
As of December 1, 2000, there were 1,334 record holders of the
Partnership's Common Units. There is no established public trading market for
the Partnership's subordinated units, representing limited partner interests
("Subordinated Units"). The Partnership makes quarterly distributions to its
partners in an aggregate amount equal to its Available Cash, as defined in the
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 3 and 4 to the Partnership's
Consolidated Financial Statements which are incorporated herein by reference.
Distributions of Available Cash to the holders of Subordinated Units are 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. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
-10-
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended
September 30,
------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(Thousands of dollars, except per unit)
<S> <C> <C> <C> <C> <C>
FOR THE PERIOD:
INCOME STATEMENT DATA:
Revenues $1,120,056 $ 872,535 $ 914,378 $1,077,825 $1,013,225
Operating income 90,207 92,646 87,918 110,373 72,866
Income before income taxes 15,443 26,061 21,729 44,715 10,084
Net income 15,196 25,635 21,402 43,980 10,238
Limited partners' interest
in net income 15,044 25,379 21,188 43,540 10,136
Income per limited partner
unit - basic and diluted 0.36 0.61 0.51 1.04 0.24
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 $ 188,845 $ 140,569 $ 133,346 $ 183,091 $ 199,452
Total assets 1,258,220 1,196,461 1,217,216 1,318,661 1,360,292
Current liabilities (excluding debt) 172,501 148,513 144,229 146,449 157,182
Total debt 887,234 766,725 718,994 718,728 707,453
Minority interest 2,587 3,380 4,049 5,043 5,497
Partners' capital 155,971 234,041 299,875 397,537 442,236
OTHER DATA:
EBITDA (a) $ 157,588 $ 157,524 $ 151,143 $ 172,377 $ 134,497
Capital expenditures (including
capital leases) $ 30,427 $ 34,577 $ 31,577 $ 24,470 $ 21,908
Retail propane gallons sold (millions) 771.2 783.2 785.3 807.4 855.4
Degree days - % (warmer) colder
than normal (b) (13.7) (9.9) (8.7) (1.2) 1.7
</TABLE>
(a) 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 generally accepted accounting principles but provides
additional information for evaluating the Partnership's ability to
declare and pay the Minimum Quarterly Distribution.
(b) Deviation from average heating degree days during the 30-year period
from 1961 to 1990, based upon national weather statistics provided by
the National Oceanic and Atmospheric Administration (NOAA) for 335
airports in the continental U.S.
- 11 -
<PAGE> 14
The following table provides gallon, weather and certain financial information
for the Partnership:
AmeriGas Partners, L.P.
(Millions, except per gallon and percentages)
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Gallons sold:
Retail 771.2 783.2 785.3
Wholesale 258.0 190.6 205.1
-------- -------- --------
1,029.2 973.8 990.4
======== ======== ========
Revenues:
Retail propane $ 870.3 $ 709.8 $ 746.1
Wholesale propane 152.7 75.3 88.5
Other 97.1 87.4 79.8
-------- -------- --------
$1,120.1 $ 872.5 $ 914.4
======== ======== ========
Total margin (a) $ 491.8 $ 481.8 $ 470.6
EBITDA (b) $ 157.6 $ 157.5 $ 151.1
Operating income $ 90.2 $ 92.6 $ 87.9
Degree days - % warmer
than normal (c) 13.7% 9.9% 8.7%
</TABLE>
(a) Revenues less related cost of sales.
(b) 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
generally accepted accounting principles but provides additional
information for evaluating the Partnership's ability to declare and pay
the Minimum Quarterly Distribution.
(c) Deviation from average heating degree days during the 30-year period from
1961 to 1990, based upon national weather statistics provided by the
National Oceanic and Atmospheric Administration (NOAA) for 335 airports
in the continental U.S.
- 13 -
<PAGE> 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ANALYSIS OF RESULTS OF OPERATIONS
The following analysis compares the Partnership's results of operations for (1)
the year ended September 30, 2000 ("Fiscal 2000") with the year ended September
30, 1999 ("Fiscal 1999") and (2) Fiscal 1999 with the year ended September 30,
1998 ("Fiscal 1998").
-12-
<PAGE> 16
FISCAL 2000 COMPARED WITH FISCAL 1999
Based upon national heating degree day information, temperatures in Fiscal 2000
were 13.7% warmer than normal and 3.8% warmer than in Fiscal 1999. Retail
volumes of propane sold were 12 million gallons lower, primarily a result of the
warmer weather's effect on residential heating gallons and a decline in
agricultural gallons as a result of a poor crop drying season. Partially
offsetting these decreases were higher motor fuel sales, reflecting the
continuing effects of our expanding national accounts program, the volume impact
of our growing grill cylinder exchange business, PPX(R), and acquisition-related
volume increases.
Total revenues from retail propane sales increased $160.5 million in Fiscal 2000
due to higher average selling prices. The higher average selling prices resulted
from significantly higher propane product costs. Wholesale propane revenues
increased $77.4 million reflecting (1) a $50.7 million increase as a result of
higher average wholesale prices and (2) a $26.7 million increase as a result of
higher wholesale volumes sold. Nonpropane revenues increased $9.7 million in
Fiscal 2000 reflecting higher customer fees, hauling, and PPX(R) cylinder sales
revenue. Cost of sales increased $237.5 million primarily as a result of the
higher propane product costs and greater wholesale volumes sold.
Total margin increased $10.0 million in Fiscal 2000 due to (1) greater volumes
sold to higher margin PPX(R) customers; (2) slightly higher average retail unit
margins; and (3) an increase in total margin from customer fees and ancillary
sales and services.
EBITDA in Fiscal 2000 was comparable to Fiscal 1999 as the increases in total
margin and higher other income were offset by higher operating expenses. Other
income increased $3.1 million due to, among other things, higher income from
sales of assets and higher finance charge income. Operating expenses of the
Partnership were $342.7 million in Fiscal 2000 compared with $329.6 million in
Fiscal 1999 reflecting incremental expenses from growth and operational
initiatives and higher vehicle fuel costs. Our growth and operational
initiatives in Fiscal 2000 included significantly expanding PPX(R), acquiring
retail propane businesses, and developing and implementing more efficient
methods of operating the business. Although EBITDA in Fiscal 2000 was about
equal to Fiscal 1999, operating income declined $2.4 million reflecting higher
PPX(R) and acquisition-related charges for depreciation and amortization. The
Partnership's interest expense increased $8.2 million in Fiscal 2000 to $74.8
million primarily as a result of higher levels of long-term debt outstanding and
higher average Bank Credit Agreement borrowings.
-14-
<PAGE> 17
FISCAL 1999 COMPARED WITH FISCAL 1998
Based upon national weather data, temperatures in Fiscal 1999 were 9.9% warmer
than normal and 1.3% warmer than in Fiscal 1998. Retail volumes of propane sold
were slightly lower in Fiscal 1999 primarily as a result of a 7.3 million
decline in agricultural gallons as a dry autumn reduced demand for crop drying.
Partially offsetting the decrease in agricultural gallons were higher motor fuel
sales, increased gallons sold through PPX(R) and, notwithstanding the warmer
weather, higher sales to our targeted residential customer market.
Total revenues from retail propane sales declined $36.3 million in Fiscal 1999
primarily due to lower average selling prices. The lower average selling prices
resulted from lower propane product costs. Wholesale propane revenues declined
$13.2 million reflecting (1) a $6.9 million decrease as a result of lower
average wholesale prices and (2) a $6.3 million decrease as a result of lower
wholesale volumes sold. Nonpropane revenues increased $7.6 million in Fiscal
1999 reflecting higher appliance and cylinder sales, increased terminal and
hauling revenues, and greater customer fee revenues. Cost of sales declined
$53.0 million primarily as a result of lower propane product costs.
Total margin increased $11.2 million in Fiscal 1999 due to (1) slightly higher
average retail unit margin per gallon; (2) greater total margin from PPX(R); and
(3) an increase in total margin from appliance sales, customer fees and hauling
and terminal revenue.
EBITDA and operating income were higher in Fiscal 1999 as a result of (1) the
higher total margin and (2) higher other income. These increases were partially
offset by an increase in operating expenses. Other income, net, in 1998 included
a $4.0 million loss from two interest rate protection agreements. Operating
expenses of the Partnership were $329.6 million in Fiscal 1999 compared with
$320.2 million in Fiscal 1998. Operating expenses in Fiscal 1998 are net of (1)
$2.7 million of income from lower required accruals for environmental matters
and (2) $2.0 million of income from lower required accruals for property taxes.
Excluding the impact of these items in the prior year, operating expenses of the
Partnership increased $4.7 million in Fiscal 1999 principally due to expenses
associated with new business initiatives. Interest expense in Fiscal 1999 was
$66.6 million compared with $66.2 million in Fiscal 1998.
-15-
<PAGE> 18
FINANCIAL CONDITION AND LIQUIDITY
CAPITALIZATION AND LIQUIDITY
The Operating Partnership's primary sources of cash since its formation in 1995
have been (1) cash generated by operations; (2) borrowings under its Bank Credit
Agreement; and (3) the issuance of $80 million of long-term debt in Fiscal 2000
and $70 million of long-term debt in Fiscal 1999. On September 22, 2000, a shelf
registration statement for the issuance of up to 9,000,000 AmeriGas Common Units
was declared effective by the Securities and Exchange Commission. In October
2000, the Partnership issued 2.3 million of its registered Common Units in an
underwritten public offering and received approximately $40.6 million in cash
proceeds, including related capital contributions from the General Partner.
These proceeds were used to reduce Bank Credit Agreement indebtedness and for
working capital purposes.
The Operating Partnership's Bank Credit Agreement, as amended, consists of (1) a
$100 million Revolving Credit Facility and (2) a $75 million Acquisition
Facility. The Revolving Credit Facility may be used for (1) working capital; (2)
capital expenditures; and (3) interest and distribution payments. Revolving
Credit Facility loans were $30 million at September 30, 2000 and $22 million at
September 30, 1999. The Operating Partnership may borrow under its Acquisition
Facility to finance the purchase of propane businesses or propane business
assets. Loans outstanding under the Acquisition Facility at September 30, 2000
and 1999 were $70 million and $23 million, respectively. During Fiscal 2000, the
Bank Credit Agreement was amended to, among other things, extend the Acquisition
Facility termination date to September 15, 2002. Then-outstanding borrowings
under the Acquisition Facility will be due in their entirety on such date.
The Operating Partnership also has a credit agreement with the General Partner
to borrow up to $20 million on an unsecured, subordinated basis, to fund (1)
working capital; (2) capital expenditures; and (3) interest and Partnership
distribution payments. UGI has agreed to contribute up to $20 million to the
General Partner to fund such borrowings.
During Fiscal 2000, the Operating Partnership issued $80 million of Series E
First Mortgage Notes at an effective interest rate of 8.47%. The proceeds were
used principally to reduce Acquisition Facility borrowings and $10 million of
maturing First Mortgage Note debt.
The Partnership's management believes that cash flow from operations and Bank
Credit Agreement borrowings will be sufficient to satisfy its liquidity needs in
fiscal 2001. For a more detailed discussion of the Partnership's credit
facilities, including financial covenants and ratios, see Note 4 to Consolidated
Financial Statements.
-16-
<PAGE> 19
PARTNERSHIP DISTRIBUTIONS
Since our formation in 1995, we have paid the 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 2000, 1999 and 1998 was
approximately $94 million. In fiscal 2001, as a result of the additional Common
Units issued in October 2000, this amount will increase to approximately $99
million. One measure of the amount of cash available for distribution that is
generated by the Partnership can be determined by subtracting (1) cash interest
expense and (2) capital expenditures needed to maintain operating capacity, from
the Partnership's EBITDA. Distributable cash flow as calculated for Fiscal 2000,
Fiscal 1999 and Fiscal 1998 is as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Year Ended September 30, 2000 1999 1998
--------------------------------------------------------------------------------
<S> <C> <C> <C>
(Millions of dollars)
EBITDA $ 157.6 $ 157.5 $ 151.1
Cash interest expense (a) (76.7) (68.3) (67.6)
Maintenance capital expenditures (11.6) (11.1) (10.3)
--------------------------------------------------------------------------------
Distributable cash flow $ 69.3 $ 78.1 $ 73.2
--------------------------------------------------------------------------------
</TABLE>
(a) Interest expense adjusted for noncash items.
Although distributable cash flow is a reasonable estimate of the amount of cash
generated by the Partnership, it does not reflect the impact of changes in
working capital which can significantly affect cash available for distribution
and it is not a measure of performance or financial condition under generally
accepted accounting principles but provides additional information for
evaluating the Partnership's ability to declare and pay the MQD. Although the
levels of distributable cash flow in these years were less than the full MQD,
borrowings in Fiscal 2000 and Fiscal 1999, and cash generated from changes in
working capital in Fiscal 1998, were more than sufficient to permit the
Partnership to declare and pay the full MQD. The ability of the Partnership to
declare and 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, and the cost of propane.
-17-
<PAGE> 20
CONVERSION OF SUBORDINATED UNITS
Pursuant to the Agreement of Limited Partnership of AmeriGas Partners
("Partnership Agreement"), a total of 9,891,074 Subordinated Units held by the
General Partner were converted to Common Units on May 18, 1999 because certain
historical and projected cash generation-based requirements were achieved as of
March 31, 1999. The Partnership's ability to attain the cash-based performance
and distribution requirements necessary to convert the remaining 9,891,072
Subordinated Units depends upon a number of factors, including highly seasonal
operating results, changes in working capital, asset sales and debt
refinancings. Due to significantly warmer-than-normal weather and the impact of
higher propane product costs on working capital, we did not achieve the
cash-based performance requirements as of any relevant quarter through September
30, 2000. Due to the historical "look-back" provisions of the conversion test,
the possibility is remote that the Partnership will satisfy the cash-based
performance requirements for conversion any earlier than in respect of the
quarter ending March 31, 2002.
CASH FLOWS
OPERATING ACTIVITIES. Cash flow from operating activities was $61.5 million in
Fiscal 2000, $8.7 million lower than in the prior year. Cash flow from operating
activities before considering changes in operating working capital was $80.7
million in Fiscal 2000 compared with $89.6 million in Fiscal 1999. The decrease
in operating cash flow in Fiscal 2000 is primarily a result of higher cash
interest expense resulting from higher average levels of debt outstanding.
INVESTING ACTIVITIES. In Fiscal 2000, we spent $30.4 million in cash for
property, plant and equipment (including maintenance capital expenditures of
$11.6 million) compared with $31.1 million (including maintenance capital
expenditures of $11.1 million) in Fiscal 1999. We acquired several propane
businesses, including the West Coast propane operations of All Star Gas
Corporation, for total cash consideration of $55.6 million. In Fiscal 1999, we
made acquisitions totaling $3.9 million. In fiscal 2001, we expect to spend
approximately $29 million for capital expenditures (excluding acquisitions)
which we expect to finance from operating cash flows and Bank Credit Agreement
borrowings.
FINANCING ACTIVITIES. We paid the MQD on all Common Units and Subordinated
Units, as well as the general partner interests, totaling $94.3 million and
$94.2 million in Fiscal 2000 and Fiscal 1999, respectively. Net borrowings under
our Revolving Credit Facility were $8 million in Fiscal 2000 compared to net
borrowings of $12 million in Fiscal 1999. During Fiscal 2000, the Operating
Partnership borrowed $116 million under the Acquisition Facility and made
Acquisition Facility repayments totaling $69 million. Acquisition Facility
repayments were made with proceeds from the issuance of $80 million of Series E
First Mortgage Notes of the Operating Partnership. The Operating Partnership
also paid $10 million of maturing First Mortgage Note debt during Fiscal 2000
from such proceeds.
-18-
<PAGE> 21
MARKET RISK DISCLOSURES
Our primary market risk exposures are market prices for propane and changes in
interest rates.
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. There is no assurance, however, that the Partnership will be able to
do so. In order to manage a portion of our propane market price risk, we use
contracts for the forward purchase of propane, propane fixed-price supply
agreements, and derivative commodity instruments such as price swap and option
contracts. Although we use derivative commodity instruments to reduce market
price risk associated with forecasted transactions, we do not use derivative
financial and commodity instruments for trading purposes.
We have market risk exposure from changes in interest rates on borrowings under
the Operating Partnership's Bank Credit Agreement. This agreement has interest
rates on borrowings that are indexed to short-term market interest rates. At
September 30, 2000 and 1999, borrowings outstanding under this facility totaled
$100 million and $45 million, respectively. Based upon average borrowings under
these agreements during Fiscal 2000 and Fiscal 1999, an increase in interest
rates of 100 basis points (1%) would have increased interest expense by $0.9
million and $0.6 million, respectively. We also use fixed rate long-term debt as
a source of capital. As these fixed rate long-term debt issues mature, we intend
to 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. On occasion, we enter into interest rate
protection agreements to reduce interest rate risk associated with a forecasted
issuance of debt.
The following table summarizes the fair value of our market risk sensitive
derivative instruments at September 30, 2000 and 1999. It also includes the
change in fair value that would result if there were an adverse change in (1)
the market price of propane of 10 cents a gallon and (2) interest rates on
ten-year U.S. treasury notes of 100 basis points:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Fair Value Change in Fair Value
--------------------------------------------------------------------------------
(Millions of dollars)
<S> <C> <C>
September 30, 2000
Propane commodity price risk $ 6.5 $ (10.5)
Interest rate risk 2.5 (3.9)
September 30, 1999
Propane commodity price risk $ 2.9 $ (2.5)
Interest rate risk 3.2 (3.8)
--------------------------------------------------------------------------------
</TABLE>
We expect that any adverse changes in the fair value of derivative instruments
used to manage propane price or interest rate risk would be substantially offset
by gains on the associated underlying transactions.
-19-
<PAGE> 22
ACCOUNTING PRINCIPLES NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 was amended in June 2000 by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities" ("SFAS 138"), which
addressed a limited number of issues causing implementation difficulties. SFAS
133, as amended, establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity recognize all
derivative instruments as either assets or liabilities and measure them at fair
value. The accounting for changes in fair value depends upon the purpose of the
derivative instrument and whether it is designated and qualifies for hedge
accounting. To the extent derivative instruments qualify and are designated as
hedges of the variability in cash flows associated with forecasted transactions,
the effective portion of the gain or loss on such derivative instruments will
generally be reported in other comprehensive income and the ineffective portion,
if any, will be reported in net income. Such amounts recorded in accumulated
other comprehensive income will be reclassified into net income when the
forecasted transaction affects earnings. To the extent derivative instruments
qualify and are designated as hedges of changes in the fair value of an existing
asset, liability or firm commitment, the gain or loss on the hedging instrument
will be recognized currently in earnings along with changes in the fair value of
the hedged asset, liability or firm commitment attributable to the hedged risk.
The Partnership was required to adopt the provisions of SFAS 133 effective
October 1, 2000. Virtually all of the Partnership's derivative instruments
outstanding as of October 1, 2000 qualify and have been designated as hedging
the variability in cash flows associated with forecasted transactions. The
adoption of SFAS 133 will result in a cumulative effect charge to net income of
$0.7 million and a cumulative effect increase to accumulated other comprehensive
income of $8.9 million. Because the Partnership's derivative instruments
historically have been highly effective in hedging the exposure to changes in
cash flows associated with forecasted purchases or sales of propane, changes in
the fair value of propane inventories, and changes in the risk-free rate of
interest on anticipated issuances of long-term debt, we do not expect the
adoption of SFAS 133 to have a material impact on our future results of
operations.
Although the Partnership expects the derivative instruments it currently uses to
hedge to continue to be highly effective, if they are deemed not highly
effective in the future, or if the Partnership uses derivative instruments that
do not meet the stringent requirements for hedge accounting under SFAS 133, our
future earnings could reflect greater volatility. Additionally, if a cash flow
hedge is discontinued because the original forecasted transaction is no longer
expected to occur, any gain or loss in accumulated comprehensive income
associated with the hedged transaction will be immediately recognized in net
income.
In order to comply with the provisions of the Securities and Exchange Commission
Staff Accounting Bulletin No. 101 entitled "Revenue Recognition" ("SAB 101"),
which is effective for the Partnership on October 1, 2000, we will record a
cumulative effect charge to net income of approximately $6.5 million related to
our method of recognizing revenue associated with nonrefundable tank fees
largely for residential customers. Consistent with a number of its competitors
in the propane industry, we receive nonrefundable fees for installed
Partnership-owned tanks. Historically, such fees which are generally received
annually were recorded as revenue when billed. In accordance with SAB 101,
effective October 1, 2000, we will record such nonrefundable fees on a
straight-line basis
-20-
<PAGE> 23
over one year. The adoption of SAB 101 is not expected to have a material impact
on the Partnership's future financial condition or results of operations.
Also, during fiscal 2001, the Partnership plans to change its method of
accounting for tank installation costs which are not billed to customers.
Currently, all direct costs to install Partnership-owned tanks at a customer
location are expensed as incurred. We believe that these costs should now be
capitalized and amortized over the period benefited. On date of adoption, this
change in accounting method will result in a cumulative effect increase to net
income. The Partnership is in the process of evaluating the impact of such
change on its financial condition and results of operations.
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 with respect to expected financial results and future events is
forward-looking, based on our estimates and assumptions and subject to risk and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the private Securities Litigation
Reform Act of 1995.
The following important factors 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 to
market areas, (3) changes in laws and regulations, including safety, tax and
accounting matters, (4) large suppliers defaults, (5) competitive pressures from
the same and alternative energy sources, (6) liability for environmental claims,
(7) improvements in energy efficiency and technology resulting in reduced
demand, (8) labor relations, (9) inability to make business acquisitions on
economically acceptable terms, (10) operating hazards and risks incidental to
transporting, storing and distributing propane, butane and ammonia including the
risk of explosions and fires resulting in personal injury and property damage,
(11) regional economic conditions, and (12) 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.
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 her by reference.
-21-
<PAGE> 24
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
None.
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 10 to the Partnership's Consolidated Financial
Statements.
The Board of Directors of the General Partner established a
committee (the "Audit Committee") consisting of two individuals, currently,
Messrs. Van Dyck and Vincent, who are neither officers nor employees of the
General Partner or any affiliate of the General Partner. The Audit Committee has
the authority to review, at the request of the General Partner, 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 public
accountants and the performance of the independent public
accountants and internal audit staff;
- provide a means for open communication among the independent
public accountants, management, internal audit staff and the Board
of Directors; and
- recommend to the Board of Directors the engagement of the
independent public accountants to conduct the annual audit of the
Partnership's consolidated financial statements.
-22-
<PAGE> 25
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.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE GENERAL PARTNER
<S> <C> <C>
Lon R. Greenberg 50 Chairman, Director
Eugene V. N. Bissell 47 President, Chief Executive Officer
and Director
Thomas F. Donovan 67 Director
Richard C. Gozon 62 Director
James W. Stratton 64 Director
Stephen A. Van Dyck 57 Director
Roger B. Vincent 55 Director
David I. J. Wang 68 Director
Martha B. Lindsay 48 Vice President - Finance and
Chief Financial Officer
Brendan P. Bovaird 52 Vice President and General Counsel
Richard R. Eynon 53 Controller and Chief Accounting Officer
R. Paul Grady 47 Senior Vice President - Operations and
Chief Operating Officer
William D. Katz 47 Vice President - Human Resources
Robert H. Knauss 47 Vice President - Law,
Associate General Counsel and
Corporate Secretary
David L. Lugar 43 Vice President - Supply and
Transportation
Carey M. Monaghan 49 Vice President - Business Transformation
and Marketing
</TABLE>
-23-
<PAGE> 26
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 (1996 to 2000). He is also a director (since 1994) and Chairman
(since 1996), Chief Executive Officer (since 1995), and President (since 1994)
of UGI, having been Senior Vice President - Legal and Corporate Development of
UGI (1989 to 1994). Mr. 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. and Mellon PSFS Advisory Board.
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 (1999 to 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 and its
subsidiaries, including Director, Corporate Development.
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 held since 1988. He continues to serve as an advisory board member to
Mellon Bank Corp. He also serves as a director of UGI Corporation, UGI
Utilities, Inc., Nuclear Electric Insurance Co. and Merrill Lynch International
Bank, Ltd.
Mr. Gozon was elected a director of the General Partner on February
24, 1998. He is Executive Vice President of Weyerhaeuser Company (an integrated
forest products company), a position he has held since 1994. Mr. Gozon was
formerly 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
Health Corporation, and Triumph Group, Inc.
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 firm) since 1972. He has also
been Chairman and a director of EFI (financial services firm) since 1979. 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 and Chief Executive Officer of Maritrans
Inc. (since 1987), one of the nation's largest independent marine transporters
of petroleum. He also serves as Chairman of the Board of West of England Mutual
Insurance Company.
-24-
<PAGE> 27
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 (since 1989). Mr. Vincent served in various capacities at Bankers Trust
Company (1971 to 1989), including managing director (1984 to 1989). He is also a
trustee of the GCG Trust of the Golden American Life Insurance Company
(management investment company and a subsidiary of the ING Group).
Mr. Wang was elected a director of the General Partner on April 25,
1995. Mr. Wang is Chairman of Paperloop.com having formerly retired as Executive
Vice President - Timber and Specialty Products and a director of International
Paper Company (1987 to 1991). He is also a director of UGI Corporation, UGI
Utilities, Inc., BE&K Inc., Emsource Inc., Forest Resources LLC., and Waterhill,
LLC.
Ms. Lindsay was elected Vice President - Finance and Chief Financial
Officer of the General Partner on January 5, 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. Bovaird is Vice President and General Counsel of the General
Partner (since 1995). He is also Vice President and General Counsel of UGI
Corporation, UGI Utilities, Inc. and AmeriGas, Inc. (since 1995). Mr. Bovaird
previously served as Division Counsel and Member of the Executive and Operations
Committees of Wyeth-Ayerst International Inc. (1992 to 1995) and Senior Vice
President, General Counsel and Secretary of Orion Pictures Corporation (1990 to
1991).
Mr. Eynon was elected Controller and Chief Accounting Officer of the
General Partner on January 5, 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. Grady is Senior Vice President - Operations of the General
Partner (since October 1999) and Chief Operating Officer (since July 2000),
having served as Vice President - Sales and Operations (1995 to 1999).
Previously, he was Vice President - Corporate Development of UGI (1994 to 1995),
and Director, Corporate Development (1990 to 1994). Mr. Grady was Director,
Corporate Development Services of Campbell Soup Company (1985 to 1990).
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
(1995 to 1996). Prior to joining UGI, 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 - Law and Associate General Counsel of
the General Partner (since 1996), having served as Corporate Secretary (since
1994) and Group Counsel - Propane (1989 to 1996) of UGI. He joined UGI as
Associate Counsel in 1985. Before joining UGI, Mr. Knauss was an associate at
the firm of Ballard, Spahr, Andrews & Ingersoll in Philadelphia.
-25-
<PAGE> 28
Mr. Lugar is Vice President - Supply and Transportation 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 - Business Transformation and
Marketing (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 almost 10 years.
-26-
<PAGE> 29
ITEM 11. EXECUTIVE COMPENSATION
The following table shows cash and other compensation paid or
accrued to the General Partner's Chief Executive Officers and each of its four
other most highly compensated executive officers, (collectively, the "Named
Executives") for the last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------ ----------
SECURITIES
OTHER UNDER- ALL
ANNUAL RESTRICTED LYING OTHER
NAME AND PRINCIPAL FISCAL COMPEN- STOCK OPTIONS/ LTIP COMPEN
POSITION YEAR SALARY BONUS (1) SATION (2) AWARDS (3) SARS (6) PAYOUTS(7) -SATION (4)
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene V.N. Bissell 2000 $245,366 $ 59,253 $ 3,142 $ 0 40,750 $ 0 $31,886
President and Chief 1999 $194,335 $ 54,668 $ 1,706 $142,625 0 $386,250 $21,900
Executive Officer (5) 1998 $179,728 $ 40,545 $ 2,069 $ 0 0 $ 0 $19,175
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
Lon R. Greenberg (8) 2000 $640,662 $262,836 $ 13,092 $ 0 225,000 $ 0 $20,417
Chairman 1999 $587,139 $266,776 $ 11,359 $611,250 225,000 $ 0 $18,273
1998 $559,616 $225,000 $ 8,209 $ 0 0 $ 0 $22,154
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
R. Paul Grady 2000 $222,480 $ 50,404 $ 4,491 $ 28,000 $ 0 $30,149
Senior Vice President - 1999 $192,178 $ 54,108 $ 5,534 $142,625 0 $386,250 $26,277
Operations and 1998 $174,622 $ 43,750 $ 3,724 $ 0 0 $ 0 $20,231
Chief Operating
Officer
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
Brendan P. Bovaird (8) 2000 $210,392 $ 49,349 $ 6,332 $ 0 28,000 $ 0 $ 5,927
Vice President and 1999 $189,600 $ 53,048 $ 14,399 $142,625 0 $ 0 $ 5,215
General Counsel 1998 $176,677 $ 42,188 $ 4,075 $ 0 0 $ 0 $ 5,425
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
Robert H. Knauss 2000 $184,314 $ 39,896 $ 0 $ 0 15,000 $ 0 $23,190
Vice President - Law, 1999 $167,191 $ 70,232 $ 2,286 $ 0 0 $270,375 $23,782
Associate General 1998 $149,835 $ 50,405 $ 2,081 $ 0 0 $ 0 $17,715
Counsel and
Corporate Secretary
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
Martha B. Lindsay 2000 $183,099 $ 36,816 $ 563 $ 0 15,000 $ 0 $22,609
Vice President - 1999 $169,447 $ 37,068 $ 1,789 $ 0 0 $162,150 $44,974
Finance and Chief 1998 $108,691 $ 23,844 $ 0 $ 0 0 $ 0 $ 6,627
Financial Officer (9)
------------------------ ------ -------- --------- ---------- ---------- ---------- ---------- -----------
</TABLE>
(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 pre-determined business and/or financial performance
objectives which support business plans and goals. Bonus opportunities
vary by position and currently range from 0% to 102% of base salary for
Mr. Bissell, 0% to 161% for Mr. Greenberg, 0% to 92% of base salary for
Mr. Bovaird, 0% to 65% for Mr. Knauss, 0% to 83% for Mr. Grady and 0% to
74% for Ms. Lindsay.
(2) Amounts represent tax payment reimbursements for certain benefits.
-27-
<PAGE> 30
(3) On June 4, 1999, the Board of Directors of UGI Corporation approved
restricted UGI Common Stock awards to certain executives of UGI and
AmeriGas Propane, Inc. The dollar values shown above represent the
aggregate value of each award on the date of grant, determined by
multiplying the number of shares awarded by the closing stock price of UGI
Common Stock on the New York Stock Exchange on June 4, 1999. Holders of
restricted shares have the right to vote and to receive dividends during
the restriction period.
Based on the closing price of UGI Common Stock on the New York Stock
Exchange on September 30, 2000, Mr. Greenberg's 30,000 share grant had a
market value of $727,500; and the 7,000 share grant held by each of
Messrs. Bissell, Bovaird and Grady had a market value $169,750.
(4) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI Utilities,
Inc. Employee 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") except for Ms. Lindsay. Ms. Lindsay's 1999
total includes a one-time bonus of $25,000. During fiscal years 2000, 1999
and 1998, the following contributions were made to the Named Executives:
(i) under the AmeriGas Employee Savings Plan: Mr. Bissell, $9,424, $5,000
and $5,148; Mr. Grady, $10,861, $9,648 and $6,394; Mr. Knauss, $8,769,
$8,040 and $5,691; and Ms. Lindsay, $8,617, $5,558 and $0; (ii) under the
UGI Employee Savings Plan: Mr. Greenberg, $3,600, $3,600 and $3,375; and
Mr. Bovaird, $3,509, $3,600 and $3,375; (iii) under the UGI Executive
Retirement Plan: Mr. Greenberg, $14,673, $18,554 and $10,858; and Mr.
Bovaird, $1,706, $1,852 and $821; (iv) under the AmeriGas Executive
Retirement Plan: Mr. Bissell, $22,462, $16,900 and $14,027; Mr. Grady,
$19,288, $16,629 and $13,837; Mr. Knauss, $14,421, $15,742 and $12,024;
and Ms. Lindsay, $13,992, $11,080 and $0.
(5) Mr. Bissell was elected President and Chief Executive Officer of AmeriGas
Propane, Inc. effective July 1, 2000.
(6) Non-qualified UGI stock options granted under the UGI Corporation 1997
Stock Option and Dividend Equivalent Plan ("1997 Plan").
(7) Payout under the performance-based AmeriGas Propane, Inc. Long-Term
Incentive Plan ("LTIP"). The performance contingency was satisfied May 18,
1999 when fifty percent of the Partnership's Subordinated Units converted
to Common Units in accordance with the Partnership Agreement, based on
Partnership financial and operating performance. The awards were made
partially in Common Units (approximately 60%) and partially in cash
(approximately 40%). Messrs. Bissell and Grady each received 11,250 Common
Units; Mr. Knauss received 7,875 Common Units and Ms. Lindsay received
5,288 Common Units.
(8) Mr. Greenberg was President and Chief Executive Officer of AmeriGas
Propane, Inc. from 1996 to July 2000. 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. Compensation for these individuals is
also reported in the UGI Proxy Statement for the 2001 Annual Meeting of
Shareholders and is not additive. The General Partner does not compensate
Mr. Greenberg or Mr. Bovaird.
(9) Ms. Lindsay was elected Vice President and Chief Financial Officer of
AmeriGas Propane, Inc. in January 1998.
-28-
<PAGE> 31
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information on grants of options for the
purchase of UGI Common Stock during fiscal year 2000 to each of the Named
Executives.
<TABLE>
<CAPTION>
UGI STOCK OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------------------------------------------------ ---------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED GRANT DATE
OPTIONS TO EMPLOYEES IN EXERCISE PRESENT
NAME GRANTED (1) FISCAL YEAR (2) OR BASE PRICE EXPIRATION DATE VALUE (3)
------------------- ----------- --------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Lon R. Greenberg 225,000 (1) 29.34% $20.625 12/31/09 $ 678,980 (3a)
Eugene V.N. Bissell 28,000 (1) 5.30% $20.625 12/31/09 $ 84,495 (3a)
12,750 (4) $21.750 7/24/10 $ 43,660 (3b)
R. Paul Grady 28,000 3.65% $20.625 12/31/09 $ 84,495 (3a)
Brendan P. Bovaird 28,000 3.65% $20.625 12/31/09 $ 84,495 (3a)
Robert H. Knauss 15,000 1.96% $20.625 12/31/09 $ 45,625 (3a)
Martha B. Lindsay 15,000 1.96% $20.625 12/31/09 $ 45,625 (3a)
</TABLE>
(1) Non-qualified UGI stock options granted effective January 1, 2000 under
the 1997 Plan. The option exercise price is not less than 100% of the fair
market value of UGI's Common Stock determined on the date of the grant.
These options will vest at the rate of 33-1/3% per year on the anniversary
of the grant date. Options granted under the Plan are nontransferable and
are generally exercisable only while the optionee is employed by UGI
Corporation or an affiliate of UGI. Options are subject to adjustment in
the event of recapitalizations, stock splits, mergers, and other similar
corporate transactions affecting UGI's Common Stock.
(2) A total of 766,750 UGI stock options were granted to employees and
executive officers of UGI and its subsidiaries during fiscal year 2000
under the 1997 Plan and the 1992 UGI Corporation Non-Qualified Stock
Option Plan. Under the 1992 Non-Qualified Stock Option Plan, the option
exercise price is not less than 100% of the fair market value of UGI's
Common Stock on the date of grant. Options under the 1992 Plan are
nontransferable and generally exercisable only while the optionee is
employed by UGI Corporation or an affiliate of UGI. 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:
(a)
- Three years of closing monthly stock price observations were used
to calculate the stock volatility and dividend yield assumptions
- Stock volatility - 23.89%
- Stock's dividend yield - 6.22%
- Length of option term - 10 years
- Annualized risk-free interest rate - 6.79%
- Discount of risk of forfeiture - 3% per year
(b)
- Three years of closing monthly stock price observations were used
to calculate the stock volatility and dividend yield assumptions
- Stock volatility - 28.68%
- Stock's dividend yield - 6.43%
- Length of option term - 10 years
- Annualized risk-free interest rate - 6.21%
- 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.
-29-
<PAGE> 32
UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END (#) AT FISCAL YEAR END
-------------------------------- --------------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- ------------ -------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lon R. Greenberg 93,959 (1) 168,750 (6) $ 387,581 (2) $653,906 (5)
0 $ 0 200,000 (3) 225,000 (12) $ 325,000 (4) $815,625 (7)
56,250 (6) $ 217,969 (5)
0
---------------------- ------------ -------- ------------- ------------- --------------- -------------
Eugene V.N. Bissell 0 $ 0 4,000 (9) 28,000 (12) $ 14,500 (10) $101,500 (7)
12,750 (13) $ 31,875 (8)
1,000 (9) $ 3,625 (10)
---------------------- ------------ -------- ------------- ------------- --------------- -------------
R. Paul Grady 0 $ 0 17,000 (15) 28,000 (12) $ 70,125 (2) $101,500 (7)
2,000 (14) $ 8,250 (11)
---------------------- ------------ -------- ------------- ------------- --------------- -------------
Brendan P. Bovaird 30,000 (3) 28,000 (12) $ 48,750 (4) $101,500 (7)
0 $ 0 5,007 (16) $ 20,654 (2)
---------------------- ------------ -------- ------------- ------------- --------------- -------------
Robert H. Knauss 0 $ 0 1,000 (1) 15,000 (12) $ 4,125 (11) $ 54,375 (7)
---------------------- ------------ -------- ------------- ------------- --------------- -------------
Martha B. Lindsay 0 $ 0 0 15,000 (12) $ 0 $ 54,375 (7)
---------------------- ------------ -------- ------------- ------------- --------------- -------------
</TABLE>
(1) Options granted January 2, 1992 under the 1992 Stock Option and Dividend
Equivalent Plan.
(2) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($20.125) under the 1992
Stock Option and Dividend Equivalent Plan.
(3) Options granted December 10, 1996 under the 1997 Plan.
(4) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($22.625) under the 1997
Plan.
(5) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($20.375) under the 1997
Plan.
(6) Options granted June 4, 1999 under the 1997 Plan.
(7) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($20.625) under the 1997
Plan.
(8) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($21.750) under the 1997
Plan.
(9) Options granted December 18, 1995 under the 1992 Non-Qualified Stock
Option Plan.
(10) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($20.625) under the 1992
Non-Qualified Stock Option Plan.
(11) Value based on comparison of price per share at September 30, 2000 (fair
market value $24.25) to option exercise price ($20.125) under the terms of
the 1992 Non-Qualified Stock Option Plan.
(12) Options granted effective January 1, 2000 under the 1997 Plan.
(13) Options granted July 25, 2000 under the 1997 Plan.
(14) Options granted January 2, 1992 under the 1992 Non-Qualified Stock Option
Plan.
-30-
<PAGE> 33
(15) Options granted March 1, 1994 under the 1992 Stock Option and Dividend
Equivalent Plan.
(16) Options granted May 1, 1995 under the 1992 Stock Option and Dividend
Equivalent Plan.
RETIREMENT BENEFITS
The following table shows the annual benefits payable upon retirement to
Messrs. Greenberg and Bovaird under the Retirement Income Plan for Employees of
UGI Utilities, Inc. and participating employers (the "UGI Retirement Plan") and
the UGI Supplemental Executive Retirement Plan. The amounts shown assume the
executive retires in 2000 at age 65, and that the aggregate benefits are not
subject to statutory maximums.
<TABLE>
<CAPTION>
PENSION PLAN BENEFITS TABLE
------------------------------------------------------------------------------------------------------------------------------------
FINAL 5-YEAR ANNUAL BENEFIT FOR YEARS OF CREDITED SERVICE SHOWN (1)
AVERAGE ------------------------------------------------------------------------------------------------------------
ANNUAL EARNINGS (2) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
------------------- --------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
$200,000 $57,000 $76,000 $95,000 $114,000 $133,000 $136,800(3)
$300,000 $85,500 $114,000 $142,500 $171,000 $199,500 $205,200(3)
$400,000 $114,000 $152,000 $190,000 $228,000 $266,000 $273,600(3)
$500,000 $142,500 $190,000 $237,500 $285,000 $332,500 $342,000(3)
$600,000 $171,000 $228,000 $285,000 $342,000 $399,000 $410,400(3)
$700,000 $199,500 $266,000 $332,500 $399,000 $465,500 $478,800(3)
$800,000 $228,000 $304,000 $380,000 $456,000 $532,000 $547,200(3)
$900,000 $256,500 $342,000 $427,500 $513,000 $598,500 $615,600(3)
$1,000,000 $285,000 $380,000 $475,000 $570,000 $665,000 $684,000(3)
$1,200,000 $342,000 $456,000 $570,000 $684,000 $798,000 $820,800(3)
$1,400,000 $399,000 $532,000 $665,000 $798,000 $931,000 $957,600(3)
</TABLE>
(1) 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 UGI 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 UGI
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
UGI Retirement Plan Benefit is not subject to Social Security
offset. Messrs. Greenberg and Bovaird had 20 and 5 years of
estimated credited service, respectively, at September 30, 2000. Mr.
Grady previously accumulated more than 4 years of credited service
in the UGI Retirement Plan before joining the General Partner in
1995. Mr. Knauss previously accumulated more than 11 years of
credited service in the UGI Retirement Plan before joining the
General Partner in 1996. Mr. Bissell previously accumulated more
than 5 years of credited service with UGI and its subsidiaries
before joining the General Partner in 1995.
(2) Consists of (i) base salary, commissions and cash payments under the
UGI Annual Bonus Plan, and (ii) deferrals thereof permitted under
the Internal Revenue Code.
-31-
<PAGE> 34
(3) The maximum benefit under the UGI 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.
-32-
<PAGE> 35
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 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. 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 Ms.
Lindsay and Messrs. Bissell, Grady and Knauss 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
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<PAGE> 36
not exceeding 15 months (30 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. Messrs. Greenberg and
Bovaird each have 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 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.
Upon a change of control, the Agreement provides for an immediate
cash payment equal to the market value of any pending target award under UGI's
long-term compensation plan.
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.
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<PAGE> 37
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. Ms. Lindsay and
Messrs. Bissell, Grady and Knauss 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, 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.
Upon a change of control, the Agreement provides for an immediate
cash payment equal to the market value of any pending target award under the
General Partner's long-term compensation plan.
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
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<PAGE> 38
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. The
General Partner pays 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 pays an annual retainer of $2,000 to each Committee Chairman and
an attendance fee of $1,000 for each Committee meeting. 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 David I. J. Wang.
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<PAGE> 39
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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, 2000. AmeriGas Propane, Inc. is the sole general partner of
the Partnership.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS (1) OWNERSHIP OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER PARTNERSHIP UNITS OF CLASS
------------------- ----------------------- ----------------- --------
<S> <C> <C> <C>
Common Units UGI Corporation 14,283,932 (2) 41.5%
AmeriGas, Inc. 14,283,932 (3) 41.5%
AmeriGas Propane, Inc. 14,283,932 (4) 41.5%
Petrolane Incorporated 7,839,911 (5) 22.8%
Subordinated Units UGI Corporation 9,891,072 (6) 100.0%
AmeriGas, Inc. 9,891,072 (7) 100.0%
AmeriGas Propane, Inc. 9,891,072 (8) 100.0%
</TABLE>
(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 ownership includes 6,444,021 Common Units for
which it has sole voting and investment power, and 7,839,911 Common Units
held by its subsidiary, Petrolane.
(5) Petrolane has sole voting and investment power.
(6) Based on the number of units held by its indirect, wholly-owned
subsidiary, AmeriGas Propane, Inc.
(7) Based on the number of units held by its wholly-owned subsidiary, AmeriGas
Propane, Inc.
(8) AmeriGas Propane, Inc. has sole voting and investment power.
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<PAGE> 40
OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER
The table below sets forth as of October 31, 2000 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 (i) any
Subordinated Units, or (ii) 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP OF
BENEFICIAL OWNER PARTNERSHIP COMMON UNITS (1)
------------------------------------------------------------------------------------------
<S> <C>
Lon R. Greenberg 6,500 (2)
Thomas F. Donovan 1,000
Richard C. Gozon 5,000
James W. Stratton 1,000
Stephen A. Van Dyck 1,000 (3)
Roger B. Vincent 3,000
David I. J. Wang 10,000
Eugene V.N. Bissell 12,750 (4)
Brendan P. Bovaird 1,000 (5)
R. Paul Grady 15,500
Robert H. Knauss 7,875
Martha B. Lindsay 5,888 (6)
Directors and executive officers as a group (16 persons) 81,763
</TABLE>
(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. Bissell's Units are held jointly with his spouse.
(5) Mr. Bovaird's Units are held jointly with his spouse.
(6) Of the Units shown, 400 are held by Ms. Lindsay as custodian for her
children.
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<PAGE> 41
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, 2000, 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 1.8% 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 455,716 shares subject to exercisable options), represents
approximately 2.9% of UGI's outstanding shares.
<TABLE>
<CAPTION>
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
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lon R. Greenberg 125,778 (3) 350,209 475,987
Thomas F. Donovan 3,856 4,000 7,856
Richard C. Gozon 20,862 9,000 29,862
James W. Stratton 12,651 (4) 9,000 21,651
Stephen A. Van Dyck 0 0 0
Roger B. Vincent 5,000 0 5,000
David I. J. Wang 24,596 9,000 33,596
Eugene V.N. Bissell 38,788 (5) 4,000 42,788
Brendan P. Bovaird 23,255 (6) 35,007 58,262
R. Paul Grady 41,832 (7) 19,000 60,832
Robert H. Knauss 4,504 1,000 5,504
Martha B. Lindsay 5,945 (8) 0 500
Directors and executive officers 325,186 455,716 780,902
as a group (16 persons)
</TABLE>
(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. 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 (2,022),
Gozon (14,000), Stratton (10,789) and Wang (9,734).
(3) Mr. Greenberg holds 88,220 shares jointly with his spouse and 5,518 shares
represented by units held in the UGI Stock Fund of the 401(k) Employee
Savings Plan.
(4) Mr. Stratton holds 1,862 shares jointly with his spouse.
(5) Mr. Bissell holds these shares jointly with his spouse.
(6) Mr. Bovaird holds 12,993 shares jointly with his spouse and 3,262 shares
represented by units held in the UGI Stock Fund of the 401(k) Employee
Savings Plan.
(7) Mr. Grady's ownership includes 3,114 shares represented by units held in
the UGI Stock Fund of the 401(k) Employee Savings Plan based on September
30, 1999 Savings Plan statements.
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<PAGE> 42
(8) Ms. Lindsay holds 500 shares as custodian for her children.
SECTION 16 (a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires
directors and certain officers of the General Partner to send reports of their
ownership of Common Units and changes in ownership to the Securities and
Exchange Commission. Based on our records, we believe that during Fiscal 2000
the General Partner's directors and officers complied with all SEC filing
requirements applicable to them, except that Mr. Gozon inadvertently reported
one transaction after the reporting deadline. The transaction which was not
reported on a timely basis was a single purchase of Common Units in the open
market.
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<PAGE> 43
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.
The Operating Partnership has a revolving line of credit up to a
maximum of $20 million from the General Partner available until September 15,
2002, 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 $71,535 in fiscal year 2000. Interest rates are based on one-month
offshore interbank borrowing rates. The interest rate for a recent Credit
Facility borrowing from November 17, 2000 to December 18, 2000 was 8.12%,
representing a 6.62% one-month Offshore Rate, plus an Applicable Margin of
1.50%. See Note 4 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 general liability, automobile and workers'
compensation insurance for up to $500,000 over the Partnership's self-insured
retention. 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 2000, the Partnership paid UGI and its affiliates
$5,620,941 for the services and expense reimbursements referred to in this
paragraph.
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<PAGE> 44
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
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------- --------
<S> <C> <C> <C> <C>
2.1 Merger and Contribution Agreement AmeriGas Registration 10.21
among AmeriGas Partners, L.P., AmeriGas Partners, L.P. Statement on
Propane, L.P., New AmeriGas Propane, Form S-4 (No.
Inc., AmeriGas Propane, Inc., AmeriGas 33-92734)
Propane-2, Inc., Cal Gas Corporation of
America, Propane Transport, Inc. and
NORCO Transportation Company
2.2 Conveyance and Contribution Agreement AmeriGas Registration 10.22
among AmeriGas Partners, L.P., AmeriGas Partners, L.P. Statement on
Propane, L.P. and Petrolane Incorporated Form S-4 (No.
33-92734)
3.1 Second Amended and Restated Agreement AmeriGas Form 8-K 1
of Limited Partnership of AmeriGas Partners, L.P. (9/30/00)
Partners, L.P. 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)
</TABLE>
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<PAGE> 45
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------- --------
<S> <C> <C> <C> <C>
3.3 Bylaws of AmeriGas Finance Corp. AmeriGas Registration 3.4
Partners, L.P. Statement on
Form S-4
(No. 33-92734)
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 Specimen Certificate of Notes AmeriGas Form 10-Q 4.2
Partners, L.P. (3/31/95)
4.3 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.
4.4 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
4.5 First Amendment dated as of September 12, AmeriGas Form 10-Q 4.5
1997 to Note Agreement dated as of April 12, Partners, L.P. (9/30/97)
1995
4.6 Second Amendment dated as of September AmeriGas Form 10-K 4.6
15, 1998 to Note Agreement dated as of April Partners, L.P. (9/30/98)
12, 1995
4.7 Third Amendment dated as of March 23, AmeriGas Form 10-Q 10.2
1999 to Note Agreement dated as of April Partners, L.P. (3/31/99)
12, 1995
4.8 Fourth Amendment dated as of March 16, AmeriGas Form 10-Q 10.2
2000 to Note Agreement dated as of April Partners, L. P. (6/30/00)
12, 1995
10.1 Amended and Restated Credit Agreement AmeriGas Form 10-K 10.1
dated as of September 15, 1997 among Partners, L.P. (9/30/97)
AmeriGas Propane, 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
</TABLE>
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<PAGE> 46
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- ------------------------ --------- ---------
<S> <C> <C> <C> <C>
10.2 First Amendment dated as of September 15, AmeriGas Form 10-K 10.2
1998 to Amended and Restated Credit Partners, L.P. (9/30/98)
Agreement
10.3 Second Amendment dated as of March 25, AmeriGas Partners, L.P. Form 10-Q 10.1
1999 to Amended and Restated Credit (3/31/99)
Agreement
10.3A Third Amendment dated March 22, 2000 to AmeriGas Form 10-Q 10.3
Amended and Restated Credit Agreement Partners, L.P. (6/30/00)
10.3B Fourth Amendment dated June 6, 2000 to AmeriGas Form 10-Q 10.4
Amended and Restated Credit Agreement Partners, L.P. (6/30/00)
10.4 Agreement dated as of May 1, 1996 between AmeriGas Form 10-K 10.2
TE Products Pipeline Company, L.P., and Partners, L.P. (9/30/97)
AmeriGas Propane, L.P., effective until April
1, 2001
10.5 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.
10.6 General Security Agreement dated as of April AmeriGas Form 10-Q 10.3
19, 1995 among AmeriGas Propane, L.P., Partners, L.P. (3/31/95)
Bank of America National Trust and Savings
Association and Mellon Bank, N.A.
10.7 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4
April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
L.P., Bank of America National Trust and
Savings Association as Collateral Agent and
Mellon Bank, N.A. as Cash Collateral Agent
10.8 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P. (3/31/95)
for the benefit of Bank of America National
Trust and Savings Association, as Collateral
Agent
10.9 Trademark License Agreement dated April AmeriGas Form 10-Q 10.6
19, 1995 among UGI Corporation, Partners, L.P. (3/31/95)
AmeriGas, Inc., AmeriGas Propane, Inc.,
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
</TABLE>
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<PAGE> 47
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------- --------
<S> <C> <C> <C> <C>
10.10 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.7
1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
10.11 Stock Purchase Agreement dated May 27, Petrolane Registration on 10.16(a)
1989, as amended and restated July 31, 1989, Incorporated/ Form S-1 (No.
between Texas Eastern Corporation and QFB AmeriGas, Inc. 33-69450)
Partners
10.12 Amended and Restated Sublease Agreement UGI Form 10-K 10.35
dated April 1, 1988, between Southwest Salt Corporation (9/30/94)
Co. and AP Propane, Inc. (the "Southwest Salt
Co. Agreement")
10.12(a) Letter dated July 8, 1998 pursuant to Article 1, UGI Form 10-K 10.5
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
10.13 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.
10.14 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
10.15** UGI Corporation 1992 Stock Option and UGI Form 10-Q 10(ee.)
Dividend Equivalent Plan, as amended May Corporation (6/30/92)
19, 1992
10.16** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4
March 8, 1996 Corporation (6/30/96)
10.17** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.18** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16
Corporation (9/30/97)
10.19** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan effective January 1, 1997 Corporation (9/30/97)
10.20** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-Q 10.1
Severance Pay Plan effective January 1, 1997 Partners, L.P. (12/31/96)
10.21** Amendment No. 1 to AmeriGas Propane, Inc. AmeriGas Form 10-Q 10
Executive Employee Severance Pay Plan Partners, L.P. (6/30/98)
10.22** UGI Corporation 1992 Non-Qualified Stock UGI Form 10-K 10.39
Option Plan, as Amended Corporation (9/30/00)
</TABLE>
-45-
<PAGE> 48
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- ---------------- ------------- --------
<S> <C> <C> <C> <C>
10.23 Intentionally Omitted
10.24** UGI Corporation 2000 Stock Incentive Plan UGI Corporation Form 10-Q 10.1
(6/30/99)
10.25 Intentionally Omitted
10.26** AmeriGas Propane, Inc. Supplemental AmeriGas Form 10-K 10.27
Executive Retirement Plan effective October Partners, L.P. (9/30/97)
1, 1996
10.27** UGI Corporation 1997 Stock Option and UGI Corporation Form 10-Q 10.2
Dividend Equivalent Plan (3/31/97)
10.28** UGI Corporation Supplemental Executive UGI Corporation Form 10-Q 10
Retirement Plan Amended and Restated (6/30/98)
effective October 1, 1996
10.29** Summary of Terms of UGI Corporation UGI Corporation Form 10-Q 10
Restricted Stock Awards (6/30/99)
10.30** Description of Change of Control UGI Corporation Form 10-K 10.33
arrangements for Messrs. Greenberg and (9/30/99)
Bovaird
10.31** Description of Change of Control AmeriGas Form 10-K 10.31
arrangements for Messrs. Bissell, Grady and Partners, L.P. (9/30/99)
Knauss and Ms. Lindsay
*13 Pages 10 through 23 of the AmeriGas Partners, L.P. Annual
Report for the year ended September 30, 2000
21 Subsidiaries of AmeriGas Partners, L.P. AmeriGas Form 10-K 21
Partners, L.P. (9/30/98)
*23 Consent of Arthur Andersen LLP
*27.1 Financial Data Schedule of AmeriGas
Partners, L.P.
*27.2 Financial Data Schedule of AmeriGas
Finance Corp.
</TABLE>
* 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.
During the last quarter of fiscal year 2000, neither the Partnership nor
AmeriGas Finance Corp. filed any Current Reports on Form 8-K.
-46-
<PAGE> 49
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 18, 2000 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 18, 1999 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)
-47-
<PAGE> 50
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on December 18, 2000 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
James W. Stratton Director
----------------------------------
James W. Stratton
Stephen A. Van Dyck Director
----------------------------------
Stephen A. Van Dyck
Roger B. Vincent Director
----------------------------------
Roger B. Vincent
David I. J. Wang Director
----------------------------------
David I. J. Wang
-48-
<PAGE> 51
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 18, 2000 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 18, 2000 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
---------------------------------- (Principal Accounting Officer)
Richard R. Eynon
Brendan P. Bovaird Director
----------------------------------
Brendan P. Bovaird
-49-
<PAGE> 52
AMERIGAS PARTNERS, L.P
AMERIGAS FINANCE CORP.
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2000
F-1
<PAGE> 53
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 report thereon of Arthur Andersen LLP dated
November 12, 2000, listed in the following index, are included in AmeriGas
Partners' 2000 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 2000 Annual Report to Unitholders is not to
be deemed filed as part of this Report.
<TABLE>
<CAPTION>
Annual Report
Form 10-K to Unitholders
(page) (page)
------ ------
<S> <C> <C>
AmeriGas Partners, L.P. and Subsidiaries
----------------------------------------
Financial Statements:
Report of Independent Public Accountants Exhibit 13 23
Consolidated Balance Sheets as of September 30,
2000 and 1999 Exhibit 13 10
Consolidated Statements of Operations for the
years ended September 30, 2000, 1999 and 1998 Exhibit 13 11
Consolidated Statements of Cash Flows for the
years ended September 30, 2000, 1999 and 1998 Exhibit 13 12
Consolidated Statements of Partners' Capital for
the years ended September 30, 2000, 1999 and 1998 Exhibit 13 13
Notes to Consolidated Financial Statements Exhibit 13 14-22
Financial Statement Schedules:
I - Condensed Financial Information of Registrant
(Parent Company) S-1 to S-3
II - Valuation and Qualifying Accounts S-4 to S-5
Report of Independent Public Accountants on
Financial Statement Schedules S-6
</TABLE>
F-2
<PAGE> 54
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
<TABLE>
<CAPTION>
Form 10-K
(page)
------
<S> <C>
AmeriGas Finance Corp.
----------------------
Financial Statements:
Report of Independent Public Accountants F-5
Balance Sheets as of September 30, 2000 and 1999 F-6
Statements of Stockholder's Equity for the years
ended September 30, 2000, 1999 and 1998 F-7
Note to Financial Statements F-8
</TABLE>
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
<PAGE> 55
AMERIGAS FINANCE CORP.
FINANCIAL STATEMENTS
for the years ended September 30, 2000, 1999 and 1998
F-4
<PAGE> 56
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, 2000 and 1999, and the related statements of stockholder's
equity for each of the three years in the period ended September 30, 2000. 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 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 that our audits provide a reasonable basis for our
opinion.
In our opinion, the balance sheets and statements of stockholder's equity
referred to above present fairly, in all material respects, the financial
position of AmeriGas Finance Corp. as of September 30, 2000 and 1999, in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 10, 2000
F-5
<PAGE> 57
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
-------------
ASSETS 2000 1999
---- ----
<S> <C> <C>
Cash $ 1,000 $ 1,000
------- -------
Total assets $ 1,000 $ 1,000
======= =======
STOCKHOLDER'S EQUITY
Common stock, $.01 par value; 100 shares authorized;
100 shares issued and outstanding $ 1 $ 1
Additional paid-in capital 999 999
------- -------
Total stockholder's equity $ 1,000 $ 1,000
======= =======
</TABLE>
See accompanying note to financial statements.
F-6
<PAGE> 58
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
<S> <C> <C> <C>
BALANCE SEPTEMBER 30, 1998 $ 1 $ 999 $ -
--- ----- ---
BALANCE SEPTEMBER 30, 1999 1 999 -
--- ----- ---
BALANCE SEPTEMBER 30, 2000 $ 1 $ 999 $ -
=== ===== ===
</TABLE>
See accompanying note to financial statements.
F-7
<PAGE> 59
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
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 issued $100,000,000 face value of 10.125%
Senior Notes due April 2007. AmeriGas Finance serves as a co-obligor of these
notes.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
F-8
<PAGE> 60
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
<TABLE>
<CAPTION>
September 30,
2000 1999
---- ----
<S> <C> <C>
ASSETS
Accounts receivable $ 5,063 $ 5,063
Investment in AmeriGas Propane, L.P. 253,606 331,317
Deferred charges 1,998 2,304
--------- ---------
Total assets $ 260,667 $ 338,684
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 55 $ 2
Accrued interest 4,641 4,641
--------- ---------
Total current liabilities 4,696 4,643
Long-term debt 100,000 100,000
Partners' capital:
Common unitholders 118,872 177,947
Subordinated unitholders 35,542 53,756
General partner 1,557 2,338
--------- ---------
Total partners' capital 155,971 234,041
--------- ---------
Total liabilities and partners' capital $ 260,667 $ 338,684
========= =========
</TABLE>
S-1
<PAGE> 61
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars)
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Operating income (expenses) $ (53) $ (2) $ 30
Equity in income of AmeriGas Propane, L.P. 25,679 36,067 31,802
Interest expense (10,430) (10,430) (10,430)
-------- -------- --------
Net income $ 15,196 $ 25,635 $ 21,402
======== ======== ========
</TABLE>
S-2
<PAGE> 62
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)
<TABLE>
<CAPTION>
Year Ended September 30,
--------------------------------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 15,196 $ 25,635 $ 21,402
Reconciliation of net income to net cash from
operating activities:
Equity in income of AmeriGas Propane, L.P. (25,679) (36,067) (31,802)
Increase (decrease) in accounts receivable - 30 (30)
Increase (decrease) in accounts payable 53 (28) 1
Amortization of deferred debt issuance costs 306 305 305
-------- -------- --------
Net cash used by operating activities (10,124) (10,125) (10,124)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution to AmeriGas Propane, L.P. - (16) (12)
Distributions from AmeriGas Propane, L.P. 103,390 103,255 103,184
-------- -------- --------
Net cash provided by investing activities 103,390 103,239 103,172
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (93,266) (93,130) (93,060)
Capital contribution from General Partner - 16 12
-------- -------- --------
Net cash used by financing activities (93,266) (93,114) (93,048)
-------- -------- --------
Change in cash and cash equivalents $ - $ - $ -
======== ======== ========
CASH AND CASH EQUIVALENTS:
End of period $ - $ - $ -
Beginning of period - - -
-------- -------- --------
Change $ - $ - $ -
======== ======== ========
</TABLE>
S-3
<PAGE> 63
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
------- -------- ----- ----
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 2000
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 5,998 $ 5,476 $ (4,945)(1) $ 6,529
======= =======
Allowance for amortization of other
deferred costs $ 1,371 $ 99 $ (1,470)(3) $ -
======= =======
Allowance for amortization of deferred
financing costs $ 7,063 $ 1,772 $ 8,835
======= =======
Other reserves:
Self-insured property and casualty liability $34,607 $12,138 $(13,905)(2) $32,840
======= =======
Insured property and casualty liability $ 5,068 $(3,000) $ 2,068
======= =======
Environmental and other $12,165 $ (500) $ (1,143)(2) $10,562
======= 40 (3) =======
YEAR ENDED SEPTEMBER 30, 1999
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 6,432 $ 3,528 $ (3,962)(1) $ 5,998
======= =======
Allowance for amortization of other
deferred costs $ 584 $ 787 $ 1,371
======= =======
Allowance for amortization of deferred
financing costs $ 5,407 $ 1,656 $ 7,063
======= =======
Other reserves:
Self-insured property and casualty liability $41,842 $10,952 $(18,187)(2) $34,607
======= =======
Insured property and casualty liability $ 4,300 $ 768 $ 5,068
======= =======
Environmental and other $13,167 $ (1,161)(2) $12,165
======= 159 (3) =======
</TABLE>
S-4
<PAGE> 64
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
(Thousands of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
------- -------- ----- ----
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1998
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 7,875 $ 4,287 $ (5,730)(1) $ 6,432
======= =======
Allowance for amortization of other
deferred costs $ 414 $ 170 $ - $ 584
======= =======
Allowance for amortization of deferred
financing costs $ 3,791 $ 1,616 $ - $ 5,407
======= =======
Other reserves:
Self-insured property and casualty liability $41,856 $10,606 $(10,620)(2) $41,842
======= =======
Insured property and casualty liability $ 1,801 $ 2,851 $ (352)(2) $ 4,300
======= =======
Environmental and other $19,133 $(4,046) $ (1,920)(2) $13,167
======= =======
</TABLE>
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments, net of any refunds
(3) Other adjustments.
S-5
<PAGE> 65
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,
2000, incorporated by reference in this Form 10-K, and have issued our report
thereon dated November 10, 2000. Our audits were made for the purpose of forming
an opinion on those consolidated financial statements taken as a whole. The
schedules listed in the index on page F-2 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 10, 2000
S-6
<PAGE> 66
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
13 Pages 10 to 23 of the AmeriGas Partners, L.P. 2000 Annual Report
23 Consent of Arthur Andersen LLP
27.1 Financial Data Schedule of AmeriGas Partners, L.P.
27.2 Financial Data Schedule of AmeriGas Finance Corp.
</TABLE>
