-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PT/hH/KQPWhtoSriNIgWhziT5aNuWA5o/6119nNgX8hUaAudjWNQOHfHNl38KYPE 8Kcv01+FGe5gpNvQQ0cB0w== 0000893220-99-000675.txt : 19990624 0000893220-99-000675.hdr.sgml : 19990624 ACCESSION NUMBER: 0000893220-99-000675 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990528 GROUP MEMBERS: AMERIGAS INC (AI) GROUP MEMBERS: AMERIGAS INC (API) GROUP MEMBERS: PETROLANE INCORPORATED (PI) GROUP MEMBERS: UGI CORP /PA/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS PARTNERS LP CENTRAL INDEX KEY: 0000932628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 232787918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56353 FILM NUMBER: 99637370 BUSINESS ADDRESS: STREET 1: 460 NORTH GULPH RD STREET 2: BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103377000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 SC 13D 1 SCHEDULE 13D 1 PAGE 1 OF 32 PAGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* AmeriGas Partners, L.P. (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) 030975 10 6 (CUSIP Number) Brendan P. Bovaird, Vice President & General Counsel UGI Corporation, P.O. Box 858, 460 No. Gulph Road Valley Forge, PA 19482 (610) 337-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 PAGE 2 OF 32 PAGES SCHEDULE 13D CUSIP No. 030975 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UGI Corporation ("UGI") IRS Employer Identification No. 23-2668356 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF UNITS 14,283,932 --------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 14,283,932 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,283,932 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 32 PAGES SCHEDULE 13D CUSIP No. 030975 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AmeriGas, Inc. ("AI") IRS Employer Identification No. 23-2716858 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF UNITS 14,283,932 --------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 14,283,932 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,283,932 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 PAGE 4 OF 32 PAGES SCHEDULE 13D CUSIP No. 030975 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AmeriGas Propane, Inc. ("API") IRS Employer Identification No. 23-2786294 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF UNITS 14,283,932 --------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 14,283,932 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,283,932 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 PAGE 5 OF 32 PAGES SCHEDULE 13D CUSIP No. 030975 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Petrolane Incorporated ("Petrolane") IRS Employer Identification No. 23-2822807 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF UNITS 7,839,911 --------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 7,839,911 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,839,911 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 PAGE 6 OF 32 PAGES The response to each Item of this Schedule 13D and each separate Reporting Person provides information relevant to other Schedule 13D Items and other Reporting Persons, which information is incorporated by reference into all other Items in this Schedule 13D. Item 1. Security and Issuer. Common Units representing limited partner interests ("Common Units") AmeriGas Partners, L.P. ("Partnership") P.O. Box 965 Valley Forge, PA 19482 Item 2. Identity and Background. Name: UGI Corporation ("UGI"), a Pennsylvania corporation Residence or business address: P.O. Box 858, Valley Forge, PA 19482 Present principal business: UGI is a holding company that operates propane distribution, gas and electric utility and energy marketing businesses through subsidiaries. UGI, through its subsidiaries which have joined in filing this Schedule 13D, is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc. UGI's utility business is conducted through UGI Utilities, Inc., which owns and operates natural gas distribution and electric utilities in Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail gas and electric marketing business and is engaged in two international joint ventures. During the last five years, UGI has not been convicted in a criminal proceeding. During the last five years, UGI has not been a party to a civil proceeding the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. The information required by Item 2 with respect to the directors and executive officers of UGI is set forth in Annex 2 to this Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. In connection with the formation and initial public offering of the Partnership in 1995, certain indirect wholly-owned subsidiaries of UGI contributed assets to the Partnership's operating partnership subsidiary in exchange for limited partnership interests in such subsidiary and then exchanged such interests for Common Units and Subordinated Units of the Partnership. The effect of this transaction was to subdivide UGI's preexisting 99% limited partnership interest in the Partnership into Common Units and Subordinated Units. The Subordinated Units also represented limited partnership interests in the Partnership. In accordance with the terms of the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), on May 18, 1999, 9,891,074 Subordinated Units held by AmeriGas Propane, Inc. and Petrolane Incorporated, indirect wholly-owned subsidiaries of UGI, converted into Common Units automatically, without any action on the part of the holders of the Subordinated Units, based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 3 with respect to the directors and executive officers of UGI is set forth in Annex 3 to this Schedule 13D. 7 PAGE 7 OF 32 PAGES Item 4. Purpose of Transaction. UGI has been the beneficial owner of a majority ownership interest in AmeriGas Partners, L.P. since its formation. AmeriGas Propane, Inc., an indirect wholly-owned subsidiary of UGI, is the sole General Partner of the Partnership. The General Partner conducts, directs and manages the activities of the Partnership. Except for the conversion of its Subordinated Units to Common Units at the end of the Subordination Period pursuant to the Partnership Agreement, neither UGI nor any director or executive officer of UGI has at this time any plans or proposals with respect to the Partnership as described in Item 4(a)-(j) of Schedule 13D. The Common Units beneficially owned by the directors and executive officers of UGI as set forth herein were purchased for investment. Subject to availability, price and applicable laws and regulations, UGI, its subsidiaries, and each director and executive officer of UGI, may purchase or otherwise acquire additional Common Units or other securities of the Partnership or may sell or otherwise dispose of any or all of such securities now owned or hereafter acquired on such terms and at such prices as each of them may from time to time determine. Item 5. Interest in Securities of the Issuer. UGI beneficially owns 14,283,932 Common Units, constituting approximately 44.5% of the outstanding class of Common Units. UGI has sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, the Common Units beneficially owned by it and described herein. On May 18, 1999, 9,891,074 Subordinated Units held by indirect wholly-owned subsidiaries of UGI converted into Common Units automatically, without any action on the part of the holders of such Units, in accordance with the terms of the Partnership Agreement. The conversion was based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 5 with respect to the directors and executive officers of UGI is set forth in Annex 3 to this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Partnership Agreement - Conversion of Subordinated Units In addition to UGI's beneficial ownership of Common Units, UGI continues to indirectly beneficially own 9,891,072 Subordinated Units. The Subordinated Units are eligible to convert to Common Units on the first day after the record date for the quarterly distribution to Common Unit holders for any quarter ending on or after March 31, 2000 in respect of which certain historical cash generation based requirements are met. 8 PAGE 8 OF 32 PAGES Item 1. Security and Issuer. Common Units representing limited partner interests ("Common Units") AmeriGas Partners, L.P. ("Partnership") P.O. Box 965 Valley Forge, PA 19482 Item 2. Identity and Background. Name: AmeriGas, Inc. ("AI"), a Pennsylvania corporation. AI is a wholly-owned subsidiary of UGI. Residence or business address: P.O. Box 965, Valley Forge, PA 19482 Present principal business: AI is a holding company that operates a propane distribution business through subsidiaries. AI, indirectly through subsidiaries, is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of AI, AmeriGas Propane, Inc. During the last five years, AI has not been convicted in a criminal proceeding. During the last five years, AI has not been a party to a civil proceeding the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. The information required by Item 2 with respect to the directors and executive officers of AI is set forth in Annex 2A to this Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. In connection with the formation and initial public offering of the Partnership in 1995, certain direct and indirect wholly-owned subsidiaries of AI contributed assets to the Partnership's operating partnership subsidiary in exchange for limited partnership interests in such subsidiary and then exchanged such interests for Common Units and Subordinated Units of the Partnership. The effect of this transaction was to subdivide AI's preexisting 99% limited partnership interest in the Partnership into Common Units and Subordinated Units. The Subordinated Units also represented limited partnership interests in the Partnership. In accordance with the terms of the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), on May 18, 1999, 9,891,074 Subordinated Units held by AmeriGas Propane, Inc. and Petrolane Incorporated, AI's direct and indirect wholly-owned subsidiaries, converted into Common Units automatically, without any action on the part of the holders of the Subordinated Units, based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 3 with respect to the directors and executive officers of AI is set forth in Annex 3A to this Schedule 13D. 9 PAGE 9 OF 32 PAGES Item 4. Purpose of Transaction. AI has been the beneficial owner of a majority ownership interest in AmeriGas Partners, L.P. since its formation. AmeriGas Propane, Inc., a wholly-owned subsidiary of AI, is the sole General Partner of the Partnership. The General Partner conducts, directs and manages the activities of the Partnership. Except for the conversion of its Subordinated Units to Common Units at the end of the Subordination Period pursuant to the Partnership Agreement, neither AI nor any director or executive officer of AI has at this time any plans or proposals with respect to the Partnership as described in Item 4(a)-(j) of Schedule 13D. The Common Units beneficially owned by the directors and executive officers of AI as set forth herein, were purchased for investment. Subject to availability, price and applicable laws and regulations, AI, its subsidiaries, and each director and executive officer of AI, may purchase or otherwise acquire additional Common Units or other securities of the Partnership or may sell or otherwise dispose of any or all of such securities now owned or hereafter acquired on such terms and at such prices as each of them may from time to time determine. Item 5. Interest in Securities of the Issuer. AI beneficially owns 14,283,932 Common Units, constituting approximately 44.5% of the outstanding class of Common Units. AI has sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, the Common Units beneficially owned by it and described herein. On May 18, 1999, 9,891,074 Subordinated Units held by direct and indirect wholly-owned subsidiaries of AI converted into Common Units automatically, without any action on the part of the holders of such Units, in accordance with the terms of the Partnership Agreement. The conversion was based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 5 with respect to the directors and executive officers of AI is set forth in Annex 3A to this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Partnership Agreement - Conversion of Subordinated Units In addition to AI's beneficial ownership of Common Units, AI continues to indirectly beneficially own 9,891,072 Subordinated Units. The Subordinated Units are eligible to convert to Common Units on the first day after the record date for the quarterly distribution to Common Unit holders for any quarter ending on or after March 31, 2000 in respect of which certain historical cash generation based requirements are met. 10 PAGE 10 OF 32 PAGES Item 1. Security and Issuer. Common Units representing limited partner interests ("Common Units") AmeriGas Partners, L.P. ("Partnership") P.O. Box 965 Valley Forge, PA 19482 Item 2. Identity and Background. Name: AmeriGas Propane, Inc. ("API"), a Pennsylvania corporation. API is an indirect, wholly-owned subsidiary of UGI and a direct wholly-owned subsidiary of AI. Residence or business address: P.O. Box 965, Valley Forge, PA 19482 Present principal business: API is the sole general partner of the Partnership, which conducts the nation's largest retail propane distribution business. API conducts, directs and manages the activities of the Partnership. Together with its subsidiary Petrolane Incorporated, API is the majority owner of the Partnership. During the last five years, API has not been convicted in a criminal proceeding. During the last five years, API has not been a party to a civil proceeding the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. The information required by Item 2 with respect to the directors and executive officers of API is set forth in Annex 2B to this Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. In connection with the formation and initial public offering of the Partnership in 1995, API and Petrolane Incorporated, API's direct wholly-owned subsidiary, contributed assets to the Partnership's operating partnership subsidiary in exchange for limited partnership interests in such subsidiary and then exchanged such interests for Common Units and Subordinated Units of the Partnership. The effect of this transaction was to subdivide API's preexisting 99% limited partnership interest in the Partnership into Common Units and Subordinated Units. The Subordinated Units also represented limited partnership interests in the Partnership. In accordance with the terms of the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") on May 18, 1999, 9,891,074 Subordinated Units held by AmeriGas Propane, Inc. and Petrolane Incorporated converted into Common Units automatically, without any action on the part of the holders of the Subordinated Units, based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 3 with respect to the directors and executive officers of API is set forth in Annex 3B to this Schedule 13D. 11 PAGE 11 OF 32 PAGES Item 4. Purpose of Transaction. API has been the beneficial owner of a majority ownership interest in AmeriGas Partners, L.P. since its formation. API conducts, directs and manages the activities of the Partnership. Except for the conversion of its Subordinated Units to Common Units at the end of the Subordination Period pursuant to the Partnership Agreement, neither API nor any director or executive officer of API has at this time any plans or proposals with respect to the Partnership as described in Item 4(a)-(j) of Schedule 13D. The Common Units beneficially owned by the directors and executive officers of API as set forth herein were purchased for investment. Subject to availability, price and applicable laws and regulations, API, its subsidiaries, and each director and executive officer of API, may purchase or otherwise acquire additional Common Units or other securities of the Partnership or may sell or otherwise dispose of any or all of such securities now owned or hereafter acquired on such terms and at such prices as each of them may from time to time determine. Item 5. Interest in Securities of the Issuer. API beneficially owns 14,283,932 Common Units, constituting approximately 44.5% of the outstanding class of Common Units. API has sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, the Common Units beneficially owned by it and described herein. On May 18, 1999, 9,891,074 Subordinated Units held by API and its wholly-owned subsidiary Petrolane Incorporated converted into Common Units automatically, without any action on the part of the holders of such Units, in accordance with the terms of the Partnership Agreement. The conversion was based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 5 with respect to the directors and executive officers of API is set forth in Annex 3B to this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Partnership Agreement - Conversion of Subordinated Units API is the beneficial owner of 9,891,072 Subordinated Units. The Subordinated Units are eligible to convert to Common Units on the first day after the record date for the quarterly distribution to Common Unit holders for any quarter ending on or after March 31, 2000 in respect of which certain historical cash generation based requirements are met. 12 PAGE 12 OF 32 PAGES Item 1. Security and Issuer. Common Units representing limited partner interests ("Common Units") AmeriGas Partners, L.P. ("Partnership") P.O. Box 965 Valley Forge, PA 19482 Item 2. Identity and Background. Name: Petrolane Incorporated ("Petrolane"), a Pennsylvania corporation. Petrolane is an indirect, wholly-owned subsidiary of UGI and AI and a direct wholly-owned subsidiary of API. Residence or business address: P.O. Box 965, Valley Forge, PA 19482 Present principal business: Petrolane is a holding company. During the last five years, Petrolane has not been convicted in a criminal proceeding. During the last five years, Petrolane has not been a party to a civil proceeding the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. The information required by Item 2 with respect to the directors and executive officers of Petrolane is set forth in Annex 2C to this Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. In connection with the formation and initial public offering of the Partnership in 1995, Petrolane contributed assets to the Partnership's operating partnership subsidiary in exchange for limited partnership interests in such subsidiary and then exchanged such interests for Common Units and Subordinated Units of the Partnership. The Subordinated Units also represented limited partnership interests in the Partnership. In accordance with the terms of the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") on May 18, 1999, 6,432,000 Subordinated Units held by Petrolane converted into Common Units automatically, without any action on the part of Petrolane, based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 3 with respect to the directors and executive officers of Petrolane is set forth in Annex 3C to this Schedule 13D. 13 PAGE 13 OF 32 PAGES Item 4. Purpose of Transaction. The Common Units beneficially owned by Petrolane and the directors and executive officers of Petrolane as set forth herein, are held for investment. Neither Petrolane nor any director or executive officer of Petrolane has at this time any plans or proposals with respect to the Partnership as described in Item 4(a)-(j) of Schedule 13D. Subject to availability, price and applicable laws and regulations, Petrolane and each director and executive officer of Petrolane, may purchase or otherwise acquire additional Common Units or other securities of the Partnership or may sell or otherwise dispose of any or all of such securities now owned or hereafter acquired on such terms and at such prices as each of them may from time to time determine. Item 5. Interest in Securities of the Issuer. Petrolane beneficially owns 7,839,911 Common Units, constituting approximately 24.4% of the outstanding class of Common Units. Petrolane has sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, the Common Units beneficially owned by it and described herein. On May 18, 1999, 6,432,000 Subordinated Units held by Petrolane converted into Common Units automatically, without any action on the part of Petrolane, in accordance with the terms of the Partnership Agreement. The conversion was based on the achievement of certain historical and projected cash generation based requirements. The information required by Item 5 with respect to the directors and executive officers of Petrolane is set forth in Annex 3C to this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None 14 PAGE 14 OF 32 PAGES Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description --- ----------- 1 Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of September 18, 1999, incorporated by reference to Exhibit 3.1 to AmeriGas Partners, L.P. Annual Report on Form 10-K for the year ended September 30, 1995. 2 Consent to joint filing pursuant to Rule 13d-1(k)(1).
15 PAGE 15 OF 32 PAGES SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned each certify that the information set forth in this statement is true, complete and correct. UGI CORPORATION
Dated: May 28, 1999 By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird Vice President AMERIGAS, INC. Dated: May 28, 1999 By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird Vice President AMERIGAS PROPANE, INC. Dated: May 28, 1999 By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird Vice President PETROLANE INCORPORATED Dated: May 28, 1999 By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird Vice President
16 PAGE 16 OF 32 PAGES ANNEX 2 DIRECTORS AND EXECUTIVE OFFICERS OF UGI CORPORATION (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Lon R. Greenberg UGI Corporation Chairman, President and Chairman, President P. O. Box 858 Chief Executive Officer and Chief Executive Officer Valley Forge, PA 19482 Stephen D. Ban Gas Research Institute President and Chief Director 8600 W. Bryn Mawr Avenue Executive Officer of Suite 1100 South Gas Research Institute Chicago, IL 60631 (gas industry research and development) Thomas F. Donovan Mellon PSFS Retired Director Mellon Bank Center 8th Floor 1735 Market Street Philadelphia, PA 19103 Richard C. Gozon Weyerhaeuser Co. Executive Vice President Director CH-5 of Weyerhaeuser Co. Tacoma, WA 98477 (an integrated forest products company) James W. Stratton Stratton Management Co. President and Chief Executive Director Plymouth Meeting Executive Officer of Stratton Campus Management Co. 610 W. Germantown Pike (investment advisory and Suite 300 financial consulting firm) Plymouth Meeting, PA 19462 Marvin O. Schlanger Cherry Hill Chemical Principal in the firm of Director Investments, L.L.C. Cherry Hill Chemical 15 Southwood Drive Investments, L.L.C. Cherry Hill, NJ 08003 (management services and capital for chemical and allied industries) David I. J. Wang 7036 Verde Way Retired Director Naples, FL 33963
17 PAGE 17 OF 32 PAGES ANNEX 2 (Cont'd.) DIRECTORS AND EXECUTIVE OFFICERS OF UGI CORPORATION (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Brendan P. Bovaird UGI Corporation Vice President and Vice President and P. O. Box 858 General Counsel General Counsel Valley Forge, PA 19482 Anthony J. Mendicino UGI Corporation Vice President - Finance Vice President - Finance P. O. Box 858 and Chief Financial and Chief Financial Valley Forge, PA 19482 Officer Officer Michael J. Cuzzolina UGI Corporation Vice President - Accounting Vice President - Accounting P. O. Box 858 and Financial Control and Financial Control Valley Forge, PA 19482 Bradley C. Hall UGI Corporation Vice President - New Vice President - New P. O. Box 858 Business Development Business Development Valley Forge, PA 19482 Robert J. Chaney UGI Utilities, Inc. President and Chief Executive Executive Officer P. O. Box 12677 Officer, UGI Utilities, Inc. Reading, PA 19612-2677 (natural gas distribution and electric utilities)
- -------------------- (1) During the last five years, none of the named directors and executive officers of UGI has been convicted in a criminal proceeding. (2) During the last five years, none of the named directors and executive officers of UGI has been a party to a civil proceeding, the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. (3) Each director and executive officer of UGI is a U. S. citizen. (4) UGI is a holding company that operates propane distribution, gas and electric utility and energy marketing businesses through subsidiaries. UGI is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc. UGI's utility business is conducted through UGI Utilities, Inc., which owns and operates natural gas distribution and electric utilities in Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail gas and electric marketing business and is engaged in two international joint ventures. 18 PAGE 18 OF 32 PAGES ANNEX 2A DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS, INC. (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Brendan P. Bovaird UGI Corporation Vice President and Director and Vice President P. O. Box 858 General Counsel and General Counsel Valley Forge, PA 19482 Lon R. Greenberg UGI Corporation Chairman, President and Director P. O. Box 965 Chief Executive Officer Valley Forge, PA 19482 Anthony J. Mendicino UGI Corporation Vice President - Finance Director and President P. O. Box 858 and Chief Financial Officer Valley Forge, PA 19482 R. Paul Grady AmeriGas Vice President - Sales Vice President P. O. Box 965 and Operations of Valley Forge, PA 19482 AmeriGas Propane, Inc. William D. Katz AmeriGas Vice President - Corporate Vice President P. O. Box 965 Development of AmeriGas Valley Forge, PA 19482 Propane, Inc. Martha B. Lindsay AmeriGas Vice President - Finance Vice President - Finance P. O. Box 965 and Chief Financial Officer and Chief Financial Officer Valley Forge, PA 19482 of AmeriGas Propane, Inc.
- -------------------- (1) During the last five years, none of the named directors and executive officers of AI has been convicted in a criminal proceeding. (2) During the last five years, none of the named directors and executive officers of AI has been a party to a civil proceeding, the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. (3) Each director and executive officer of AI is a U. S. citizen. (4) UGI is a holding company that operates propane distribution, gas and electric utility and energy marketing businesses through subsidiaries. UGI is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc. UGI's utility business is conducted through UGI Utilities, Inc., which owns and operates natural gas distribution and electric utilities in Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail gas and electric marketing business and is engaged in two international joint ventures. 19 PAGE 19 OF 32 PAGES ANNEX 2B DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS PROPANE, INC. (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Lon R. Greenberg UGI Corporation Chairman, President and Chairman, President P. O. Box 858 Chief Executive Officer and Chief Executive Officer Valley Forge, PA 19482 Thomas F. Donovan Mellon PSFS Retired Director Mellon Bank Center 8th Floor 1735 Market Street Philadelphia, PA 19103 Richard C. Gozon Weyerhaeuser Co. Executive Vice President Director CH-5 of Weyerhaeuser Co. Tacoma, WA 98477 (an integrated forest products company) James W. Stratton Stratton Management Co. President and Chief Executive Director Plymouth Meeting Executive Officer of Stratton Campus Management Co. 610 W. Germantown Pike (investment advisory and Suite 300 financial consulting firm) Plymouth Meeting, PA 19462 Stephen A. Van Dyck Maritrans Inc. Chairman and Chief Director 1818 Market Street Executive Officer of Suite 3540 Maritrans Inc. Philadelphia, PA 19103 (marine transporter of petroleum) Roger B. Vincent Springwell Corporation President of Director 230 Park Avenue Springwell Corporation New York, NY 10169 (corporate finance advisory firm) David I. J. Wang 7036 Verde Way Retired Director Naples, FL 33963
20 PAGE 20 OF 32 PAGES ANNEX 2B (Cont'd.) DIRECTORS AND EXECUTIVE OFFICERS OF AMERIGAS PROPANE, INC. (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Brendan P. Bovaird UGI Corporation Vice President and Vice President and P. O. Box 858 General Counsel General Counsel Valley Forge, PA 19482 Martha B. Lindsay AmeriGas Propane, Inc. Vice President - Finance Vice President - Finance P. O. Box 965 and Chief Financial and Chief Financial Valley Forge, PA 19482 Officer of AmeriGas Officer Propane, Inc. Eugene V. N. Bissell AmeriGas Propane, Inc. Vice President - Sales Vice President - Sales P. O. Box 965 and Operations of AmeriGas and Operations Valley Forge, PA 19482 Propane, Inc. R. Paul Grady AmeriGas Propane, Inc. Vice President - Sales Vice President - Sales P. O. Box 965 and Operations of AmeriGas and Operations Valley Forge, PA 19482 Propane, Inc. Richard R. Eynon AmeriGas Propane, Inc. Controller of AmeriGas Controller P. O. Box 965 Propane, Inc. Valley Forge, PA 19482 William D. Katz AmeriGas Propane, Inc. Vice President - Corporate Vice President - Corporate P. O. Box 965 Development of AmeriGas Development Valley Forge, PA 19482 Propane, Inc. Robert H. Knauss AmeriGas Propane, Inc. Vice President - Law of Vice President - Law P. O. Box 965 AmeriGas Propane, Inc. Valley Forge, PA 19482 Gordon E. Regan, Jr. AmeriGas Propane, Inc. Vice President - Supply Vice President - Supply P. O. Box 965 and Transportation of and Transportation Valley Forge, PA 19482 AmeriGas Propane, Inc.
- -------------------- (1) During the last five years, none of the named directors and executive officers of API has been convicted in a criminal proceeding. (2) During the last five years, none of the named directors and executive officers of API has been a party to a civil proceeding, the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. (3) Each director and executive officer of API is a U. S. citizen. (4) UGI is a holding company that operates propane distribution, gas and electric utility and energy marketing businesses through subsidiaries. UGI is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc. ("API"). UGI's utility business is conducted through UGI Utilities, Inc., which owns and operates natural gas distribution and electric utilities in Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail gas and electric marketing business and is engaged in two international joint ventures. API is the majority owner of the Partnership and its sole general partner. API conducts, directs and manages the activities of the Partnership. 21 PAGE 22 OF 32 PAGES ANNEX 2C DIRECTORS AND EXECUTIVE OFFICERS OF PETROLANE INCORPORATED (1)(2)(3)
Present Principal Occupation (with Name and Position Residence or UGI, unless other- with UGI Business Address wise indicated (4)) -------- ---------------- ------------------- Brendan P. Bovaird UGI Corporation Vice President and Director and P. O. Box 858 General Counsel Vice President and Valley Forge, PA 19482 General Counsel Martha B. Lindsay AmeriGas Propane, Inc. Vice President - Finance Vice President - Finance P. O. Box 965 and Chief Financial and Chief Financial Valley Forge, PA 19482 Officer of AmeriGas Officer Propane, Inc. Eugene V.N. Bissell AmeriGas Propane, Inc. Vice President - Sales and Director and P. O. Box 965 Operations of AmeriGas President Valley Forge, PA 19482 Propane, Inc.
- -------------------- (1) During the last five years, none of the named directors and executive officers of Petrolane has been convicted in a criminal proceeding. (2) During the last five years, none of the named directors and executive officers of Petrolane has been a party to a civil proceeding, the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws. (3) Each director and executive officer of Petrolane is a U. S. citizen. (4) UGI is a holding company that operates propane distribution, gas and electric utility and energy marketing businesses through subsidiaries. UGI is the majority owner of the Partnership, which conducts the nation's largest retail propane distribution business. The Partnership's sole general partner is a wholly-owned subsidiary of UGI, AmeriGas Propane, Inc. ("API"). UGI's utility business is conducted through UGI Utilities, Inc., which owns and operates natural gas distribution and electric utilities in Pennsylvania. UGI Enterprises, Inc., another subsidiary, conducts a retail gas and electric marketing business and is engaged in two international joint ventures. API is the majority owner of the Partnership and its sole general partner. API conducts, directs and manages the activities of the Partnership. 22 PAGE 23 OF 32 PAGES ANNEX 3 The table below sets forth as of May 28, 1999 the beneficial ownership of Units by each director and executive officer of UGI. Each director and executive officer beneficially owns less than 1% of the outstanding Units. Unless otherwise indicated, each individual named in the table used personal funds to purchase the Units which he beneficially owns.
Number of Units and Amount of Funds Used Name & Position Nature of Beneficial to Purchase Units and with UGI Corporation Ownership (1) Source of Funds - -------------------- ------------- --------------- Lon R. Greenberg 4,500 (2) $103,500.00 (3) Director; Chairman, President and Chief Executive Officer Stephen D. Ban - 0 - - 0 - Director Thomas F. Donovan 1,000 $21,375.00 Director Richard C. Gozon - 0 - - 0 - Director Marvin O. Schlanger 300 (4) $6,600.00 Director James W. Stratton 1,000 (5) $23,875.00 Director David I. J. Wang 10,000 $208,281.00 Director Brendan P. Bovaird 500 (6) $11,393.75 Vice President, General Counsel and Secretary Anthony J. Mendicino 5,000 (7) $102,500.00 Vice President - Finance and Chief Financial Officer Michael J. Cuzzolina - 0 - - 0 - Vice President - Accounting and Financial Control Bradley C. Hall - 0 - - 0 - Vice President -New Business Development Robert C. Chaney - 0 - - 0 - Executive Officer
23 PAGE 24 OF 32 PAGES - ------------------------------------------------ (1) Sole voting and investment power unless otherwise specified. (2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units are held by Mr. Greenberg as custodian for a dependent child. (3) Funds held in custodian account for benefit of minor children. (4) Shared voting and investment power with his wife. (5) Shared voting and investment power with his wife. (6) Shared voting and investment power with his wife. (7) Shared voting and investment power with his wife. The following table describes all transactions in Units by executive officers and directors of UGI during the past 60 days (all transactions were purchases effected on the New York Stock Exchange):
Name Date Number of Units Price Per Unit($) ---- ---- --------------- ----------------- Brendan P. Bovaird 5/6/99 100 21.9375 Anthony J. Mendicino 5/11/99 2,000 20.50 5/14/99 3,000 20.50
24 PAGE 25 OF 32 PAGES ANNEX 3A The table below sets forth as of May 28, 1999 the beneficial ownership of Units by each director and executive officer of AmeriGas, Inc. Each director and executive officer beneficially owns less than 1% of the outstanding Units. Unless otherwise indicated, each individual named in the table used personal funds to purchase the Units which he or she beneficially owns.
Number of Units and Amount of Funds Used Name & Position Nature of Beneficial to Purchase Units and with AmeriGas, Inc. Ownership (1) Source of Funds - ------------------- ------------- --------------- Lon R. Greenberg 4,500 (2) $103,500.00 (3) Director Brendan P. Bovaird 500 (4) $11,393.75 Director; Vice President and General Counsel Anthony J. Mendicino 5,000 (5) $102,500.00 Director and President Martha B. Lindsay 600 (6) $14,325.00 Vice President - Finance 5,288 (7) - 0 - and Chief Financial Officer William D. Katz 7,875 (7) - 0 - Vice President R. Paul Grady 2,300 $48,875.00 Vice President 11,250 (7) - 0 -
The following table describes all transactions in Units by executive officers and directors of UGI during the past 60 days (except for incentive plan awards, all transactions were purchases effected on the New York Stock Exchange):
Name Date Number of Units Price Per Unit($) ---- ---- --------------- ----------------- Brendan P. Bovaird 5/6/99 100 21.9375 Anthony J. Mendicino 5/11/99 2,000 20.50 5/14/99 3,000 20.50 Martha B. Lindsay 5/18/99 5,288 - 0 - (7) William D. Katz 5/18/99 7,875 - 0 - (7) R. Paul Grady 5/18/99 11,250 - 0 - (7)
- ----------------------------------------- (1) Sole voting and investment power unless otherwise specified. 25 PAGE 26 OF 32 PAGES (2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units are held by Mr. Greenberg as custodian for a dependent child. (3) Funds held in custodian account for benefit of minor children. (4) Shared voting and investment power with his wife. (5) Shared voting and investment power with his wife. (6) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay holds 400 Common Units as custodian for two dependent children. (7) Award of Common Units in settlement of a grant under a long-term incentive plan. 26 PAGE 27 OF 32 PAGES ANNEX 3B The table below sets forth as of May 28, 1999 the beneficial ownership of Units by each director and executive officer of AmeriGas Propane, Inc. Each director and executive officer beneficially owns less than 1% of the outstanding Units. Unless otherwise indicated, each individual named in the table used personal funds to purchase the Units which he or she beneficially owns.
Number of Units and Amount of Funds Used Name & Position with Nature of Beneficial to Purchase Units and AmeriGas Propane, Inc. Ownership (1) Source of Funds - ---------------------- ------------- --------------- Lon R. Greenberg 4,500 (2) $103,500.00 (3) Director; Chairman, President and Chief Executive Officer Thomas F. Donovan 1,000 $21,375.00 Director Richard C. Gozon - 0 - - 0 - Director James W. Stratton 1,000 (4) $23,875.00 Director Stephen A. Van Dyck 1,000 $23,250.00 Director Roger B. Vincent 1,000 $26,625.00 Director David I. J. Wang 10,000 $208,281.00 Director Brendan P. Bovaird 500 (5) $11,393.75 Vice President and General Counsel Eugene V. N. Bissell 1,500 (6) $34,875.00 Vice President - Sales 11,250 (7) - 0 - and Operations R. Paul Grady 2,300 $48,875.00 Vice President - Sales 11,250 (7) - 0 - and Operations Martha B. Lindsay 600 (8) $14,325.00 Vice President - Finance 5,288 (7) - 0 - and Chief Financial Officer William D. Katz 7,875 (7) - 0 - Vice President - Corporate Development
27 PAGE 28 OF 32 PAGES ANNEX 3B (Cont'd.)
Number of Units and Amount of Funds Used Name & Position with Nature of Beneficial to Purchase Units and AmeriGas Propane, Inc. Ownership (1) Source of Funds - ---------------------- ------------- --------------- Robert H. Knauss 7,875 (7) - 0 - Vice President - Human Resources and Law, Associate General Counsel and Secretary Gordon E. Regan, Jr. 7,875 (7) - 0 - Vice President - Purchasing and Transportation Richard R. Eynon 3,375 (7) - 0 - Controller and Chief Accounting Officer
The following table describes all transactions in Units by executive officers and directors of API during the past 60 days (Mr. Bovaird's transaction was a purchase effected on the New York Stock Exchange):
Name Date Number of Units Price Per Unit($) ---- ---- --------------- ----------------- Brendan P. Bovaird 5/6/99 100 21.9375 Martha B. Lindsay 5/18/99 5,288 - 0 - (7) Eugene V. N. Bissell 5/18/99 11,250 - 0 - (7) William D. Katz 5/18/99 7,875 - 0 - (7) R. Paul Grady 5/18/99 11,250 - 0 - (7) Robert H. Knauss 5/18/99 7,875 - 0 - (7) Gordon E. Regan, Jr. 5/18/99 7,875 - 0 - (7) Richard R. Eynon 5/18/99 3,375 - 0 - (7)
- ------------------------------------------------ (1) Sole voting and investment power unless otherwise specified. (2) Mr. Greenberg's adult children own 3,000 Common Units; 1,500 Common Units are held by Mr. Greenberg as custodian for a dependent child. (3) Funds held in custodian account for benefit of minor children. 28 PAGE 29 OF 32 PAGES (4) Shared voting and investment power with his wife. (5) Shared voting and investment power with his wife. (6) Shared voting and investment power with his wife. (7) Award of Common Units in settlement of a grant under a long-term incentive plan. (8) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay holds 400 Common Units as custodian for two dependent children. 29 PAGE 30 OF 32 PAGES ANNEX 3C The table below sets forth as of May 28, 1999 the beneficial ownership of Units by each director and executive officer of Petrolane Incorporated. Each director and executive officer beneficially owns less than 1% of the outstanding Units. Unless otherwise indicated, each individual named in the table used personal funds to purchase the Units which he or she beneficially owns.
Number of Units and Amount of Funds Used Name & Position with Nature of Beneficial to Purchase Units and Petrolane Incorporated Ownership (1) Source of Funds - ---------------------- ------------- --------------- Eugene V. N. Bissell 1,500 (2) $34,875.00 Director and President 11,250 (3) - 0 - Brendan P. Bovaird 500 (4) $11,393.75 Director; Vice President and General Counsel Martha B. Lindsay 600 (5) $14,325.00 Director; 5,288 (3) - 0 - Vice President - Finance
The following table describes all transactions in Units by executive officers and directors of Petrolane during the past 60 days (Mr. Bovaird's transaction was a purchase effected on the New York Stock Exchange):
Name Date Number of Units Price Per Unit($) ---- ---- --------------- ----------------- Brendan P. Bovaird 5/6/99 100 21.9375 Martha B. Lindsay 5/18/99 5,288 - 0 - (3) Eugene V. N. Bissell 5/18/99 11,250 - 0 - (3)
- ----------------------------------------- (1) Sole voting and investment power unless otherwise specified. (2) Shared voting and investment power with his wife. (3) Award of Common Units in settlement of a grant under a long-term incentive plan. (4) Shared voting and investment power with his wife. 30 PAGE 31 OF 32 PAGES (5) Ms. Lindsay owns 5,488 Common Units directly. In addition, Ms. Lindsay holds 400 Common Units as custodian for two dependent children. EX-99.2 2 CONSENT TO A JOINT FILING 1 PAGE 32 OF 32 PAGES EXHIBIT 2 Rule 13d-1(k)(1) The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13D in connection with their beneficial ownership of the Common Units of AmeriGas Partners, L.P. UGI CORPORATION By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird, Vice President AMERIGAS, INC. By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird, Vice President AMERIGAS PROPANE, INC. By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird, Vice President PETROLANE INCORPORATED By: /s/ Brendan P. Bovaird ------------------------------------ Brendan P. Bovaird, Vice President -----END PRIVACY-ENHANCED MESSAGE-----