-----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, AK1uNSvTHIS5Zs48szo37n0lkNKMxsknPwEap2ta4r1ZUHifUFRinX0YHFnzIfP/ rTYjHQvbD2aZmyIMgbvYsA== 0000893220-05-000819.txt : 20050415 0000893220-05-000819.hdr.sgml : 20050415 20050415172441 ACCESSION NUMBER: 0000893220-05-000819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050413 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13692 FILM NUMBER: 05754692 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19406 BUSINESS PHONE: 6103377000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 8-K 1 w07852e8vk.txt FORM 8-K FOR AMERIGAS PARTNERS, L.P. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 13, 2005 AmeriGas Partners, L.P. ------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13692 23-2787918 --------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 460 No. Gulph Road, King of Prussia, 19406 Pennsylvania --------------------------------- ----------- (Address of principal executive (Zip Code) offices)
Registrant's telephone number, including area code: 610 337-7000 Not Applicable ---------------------------------------------- Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 13, 2005, AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), AmeriGas Finance Corp., a Delaware corporation ("Finance Corp.," and together with the Partnership, the "Issuers"), AmeriGas Propane, L.P., a Delaware limited partnership, AmeriGas Propane, Inc., a Pennsylvania corporation, AmeriGas Eagle Propane, L.P., a Delaware limited partnership, and AmeriGas Eagle Holdings, Inc., a Delaware corporation, entered into a Purchase Agreement (the "Purchase Agreement") relating to the offering and sale by the Issuers of $415.0 million principal amount of 7.25% Senior Notes due 2015 (the "Notes") in accordance with Rule 144A and Regulation S. The Purchase Agreement provides for the delivery of the Notes to the initial purchasers on May 3, 2005, or at such other time as the Issuers and the representative of the initial purchasers may determine. The purpose of the offering is to enable the Partnership to purchase outstanding 8.875% Senior Notes due 2011, issued by the Partnership and AP Eagle Finance Corp. (the "8.875% senior notes"). The Partnership commenced a tender offer on April 4, 2005, pursuant to which the Partnership has offered to purchase the entire $388.0 million principal amount of the 8.875% senior notes. The Notes have not been registered for public sale under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated April 14, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. AmeriGas Partners, L.P. April 15, 2005 By: /s/ Margaret M. Calabrese -------------------------------------- Name: Margaret M. Calabrese Title: Assistant Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. Exhibit Index
EXHIBIT NO. DESCRIPTION 99.1 Press Release dated April 14, 2005
EX-99.1 2 w07852exv99w1.txt PRESS RELEASE DATED APRIL 14, 2004 EXHIBIT 99.1 [AMERIGAS LOGO] P. O. BOX 965, VALLEY FORGE, PA 19482 (610) 337-7000 Contact: 610-337-1000 For Immediate Release: Brenda Blake, ext 3202 April 14, 2005 Robert W. Krick, ext. 3141 AMERIGAS PARTNERS ANNOUNCES SUCCESSFUL COMPLETION OF CONSENT SOLICITATION AND PRICING OF TENDER OFFER Valley Forge, Pa., April 14-AmeriGas Partners, L.P. (NYSE:APU) (the "Partnership") announced today that, as of April 13, 2005, holders of 96% of its outstanding 8.875% Series B Senior Notes due 2011 (CUSIP Number: 03073K AC5) (the "Notes") had tendered Notes and delivered consents in connection with the Partnership's tender offer and consent solicitation commenced on April 4, 2005. Accordingly, the Partnership, AP Eagle Finance Corp. (the co-issuer of the Notes) and the trustee under the Indenture relating to the Notes have executed and delivered a supplemental indenture containing the amendments described in the Partnership's Offer to Purchase and Consent Solicitation dated April 4, 2005. The amendments will not become operative unless the Notes are accepted for purchase in accordance with the terms of the tender offer. If the amendments become operative, holders of all untendered Notes will be bound thereby. The Partnership will not be required to purchase any of the Notes tendered or pay any consent payments unless certain conditions have been satisfied, including the receipt of the net proceeds of a private placement of debt securities in an amount sufficient to pay the aggregate consideration payable pursuant to the offer. As previously announced, the tender offer is scheduled to expire at 5:00 P.M. New York City time, on May 2, 2005, unless extended by the Partnership. As of the expiration of the consent period at 5:00 P.M., April 13, 2005, tendered Notes may no longer be withdrawn. The Partnership further announced that the price to be paid for each $1,000 principal amount of Notes tendered and accepted for payment would be $1,061.22, plus accrued and unpaid interest to the payment date. In addition, holders who delivered consents on or before April 13, 2005 will receive a consent fee of $30 per $1,000 principal amount of Notes, for a total consideration (exclusive of accrued and unpaid interest) of $1,091.22 per $1,000 principal amount. The Partnership and AmeriGas Finance Corp. (as co-issuer) announced that they have agreed to issue $415 million of 7.25% Senior Notes due 2015 in a private placement on May 3, 2005. The net proceeds of the new issue will be used to fund the purchase of 8.875% Series B Senior Notes pursuant to the tender offer. -MORE- PAGE 2 AMERIGAS PARTNERS ANNOUNCES SUCCESSFUL COMPLETION OF CONSENT SOLICITATION AND PRICING OF TENDER OFFER This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any Notes. The full terms of the tender offer and the consent solicitation are set forth in the Partnership's Offer to Purchase and Consent Solicitation Statement, dated April 4, 2005, and in the related Consent and Letter of Transmittal. Credit Suisse First Boston LLC ("CSFB") is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation should be directed to CSFB at 800-820-1653 (Toll Free) or 212-538-0652. Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the tender offer and consent solicitation, at 48 Wall Street, New York, NY 10006, 800-848-2998 (Toll Free) or 212-269-5550. ABOUT AMERIGAS PARTNERS, L.P. Through its subsidiaries, the Partnership is the largest retail propane distributor in the United States. The Partnership serves residential, commercial, industrial, agricultural and motor fuel customers from over 650 retail locations in 46 states. This press release contains certain forward-looking statements which management believes to be reasonable as of today's date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management's control. Among them are adverse weather conditions, product cost volatility and availability of propane, the capacity to transport propane to our market areas, regional economic conditions and capital markets conditions. You should read the Partnership's Annual Report on Form 10-K for a more extensive list of factors that could affect results. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com. The information on our website is not part of this press release. The reference to our website is intended as an inactive textual reference only. AP-07 ### 4/14/05 -----END PRIVACY-ENHANCED MESSAGE-----