As filed with the Securities and Exchange Commission on May 2, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERIGAS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2787918
(State or other jurisdiction 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)
AMERIGAS PROPANE, INC. 2000 LONG-TERM INCENTIVE PLAN ON BEHALF OF AMERIGAS
PARTNERS, L.P.
AMERIGAS PROPANE, INC. DISCRETIONARY LONG-TERM INCENTIVE PLAN FOR NON-EXECUTIVE
KEY EMPLOYEES
(Full titles of the plans)
BRENDAN P. BOVAIRD
VICE PRESIDENT AND GENERAL COUNSEL
AMERIGAS PROPANE, INC.
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum
securities to be Amount to be Proposed maximum aggregate offering Amount of
registered registered (1) offering price per unit (2) price registration fee
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Common Units 700,000 $25.33 $17,727,500.00 $1,436.00
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), the number of Common Units being registered
shall be adjusted to include any additional Common Units that may
become issuable as a result of any Unit distribution, split,
combination or similar transaction in accordance with the anti-dilution
provisions of the plans.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of
the reported high and low sales prices for the Common Units as reported
on the New York Stock Exchange for April 28, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by AmeriGas Partners, L.P. with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and are deemed to be a part of this registration statement:
- Our annual report on Form 10-K for the year ended September 30,
2002;
- Our quarterly report on Form 10-Q, as amended on April 11, 2003,
for the quarter ended December 31, 2002;
- Our current reports on Form 8-K filed on November 1, 2002,
November 22, 2002, January 22, 2003 and April 16, 2003;
- The description of the Common Units contained in our registration
statement on Form 8-A, filed on March 28, 1995, together with all
amendments and reports filed with the Commission for the purpose
of updating that description; and
- All documents that we file with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), other than reports
on Form 8-K furnished to the Commission pursuant to items
9 or 12 of Form 8-K, after the date of this registration
statement and prior to the filing of a post-effective amendment
to this registration statement which indicates that all of the
Common Units offered hereby have been sold or which deregisters
all Common Units then remaining unsold.
If information in any document incorporated by reference conflicts with
information in this prospectus, you should rely on the most recent information.
If information in any document incorporated by reference conflicts with
information in another document incorporated by reference, you should rely on
the most recent document incorporated by reference.
Our annual report on Form 10-K for the fiscal year ended September 30,
2002 contains our consolidated financial statements for fiscal year 2001 and
2000, which were audited by
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Arthur Andersen LLP ("Andersen"), and Andersen's report dated November 16, 2001
("Andersen's Report") with respect to those consolidated financial statements.
After making reasonable efforts, we have been unable to obtain Andersen's
consent to incorporate into this registration statement Andersen's Report. Under
these circumstances, Rule 437(a) under the Securities Act permits us to file
this registration statement without such consent. The absence of such consent
means that investors will not be able to assert any claims they may have against
Andersen under Section 11 of the Securities Act relating to the consolidated
financial statements covered by Andersen's Report and incorporated by reference
into this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Units covered by this registration statement
will be passed upon for us by Brendan P. Bovaird, Vice President and General
Counsel of AmeriGas Propane, Inc., our general partner. As of May 1, 2003, Mr.
Bovaird held 1,600 Common Units.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our partnership agreement provides that we will indemnify and hold
harmless our general partner, any departing partner, any person who is or was an
affiliate of the general partner or any departing partner, any person who is or
was an officer, director, employee, partner, agent or trustee of the general
partner, any departing partner or any such affiliate, and any person who is or
was serving at the request of the general partner, any departing partner or any
such affiliate as an officer, director, employee, partner, agent, fiduciary or
trustee of another person, to the fullest extent permitted by law but subject to
the limitations expressly provided for in the partnership agreement, from and
against any and all losses, claims, damages, liabilities (joint or several),
expenses (including legal fees and expenses), judgments, fines, penalties,
interest, settlements or other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or
investigative, in which any of the above persons may be involved, or is
threatened to be involved, as a party or otherwise, by reason of his, her or its
status as any of the foregoing; provided, however, that in each case such person
acted in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of AmeriGas Partners, L.P. and, with
respect to any criminal proceeding, had no reasonable cause to believe that the
conduct was unlawful. Any indemnification under these provisions will be made
only out of our available assets, and our general partner shall not be
personally liable for, or have any obligation to contribute or loan funds or
assets to us to enable us to effectuate, such indemnification. The
indemnification so provided shall be in addition to any other rights to which
any of the aforementioned persons may be entitled under any agreement, pursuant
to a vote of the holders of outstanding units, as a matter of law or otherwise,
and shall continue for such persons who have ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns and
administrators of such persons.
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To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by any of the aforementioned persons who is so
indemnified in defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by us prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by us of any undertaking
by or on behalf of such person to repay such amount if it shall be determined
that such person is not entitled to be indemnified.
We are authorized to purchase (or to reimburse our general partner or
its affiliates for the cost of) insurance against any liability that may be
asserted against or expense that may be incurred by such persons in connection
with our activities, regardless of whether we would have the power to indemnify
such persons against such liability under the provisions of the partnership
agreement described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
registration statement.
EXHIBIT DESCRIPTION
4.1 Second Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P., dated as of
September 30, 2000, incorporated by reference from
Exhibit 1 of our current report on Form 8-K dated
September 30, 2000.
5.1 Opinion of Brendan P. Bovaird, Vice President and
General Counsel of AmeriGas Propane, Inc.
23.1 Consent of Brendan P. Bovaird, Vice President and
General Counsel of AmeriGas Propane, Inc. (included
in his opinion filed as Exhibit 5.1 to this
registration statement).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of
this registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act; each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, AmeriGas Partners,
L.P. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Pennsylvania, on April 28, 2003.
AMERIGAS PARTNERS, L.P., a Delaware
limited partnership
By: AMERIGAS PROPANE, INC., a Pennsylvania
corporation, its general partner
By: Martha B. Lindsay
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Martha B. Lindsay, its
Vice President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Eugene V. N.
Bissell, Robert H. Knauss, and Martha B. Lindsay as his or her true and lawful
attorney-in-fact, with full power of substitution and resubstitution, with the
authority to execute in the name of each such person, and to file with the
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including post-effective amendments) to this
registration statement, and any registration statements filed pursuant to
General Instruction E to Form S-8 in respect of this registration statement and
any and all amendments thereto (including post-effective amendments and all
other related documents) necessary or advisable to enable the registrant to
comply with the Securities Act, and any rules, regulations and requirements of
the Commission in respect thereof, which amendments or registration statements
may make such other changes in the registration statement as the aforesaid
attorney-in-fact executing the same deems appropriate.
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Capacity in which signed Date
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Lon R.Greenberg
----------------------------- Chairman of the Board and Director April 28, 2003
Lon R. Greenberg
Eugene V.N.Bissell
President and Chief Executive Officer
----------------------------- (Principal Executive Officer) April 28, 2003
Eugene V. N. Bissell and Director
Martha B. Lindsay
Vice President-Finance and Chief
----------------------------- Financial Officer (Principal Financial April 28, 2003
Martha B. Lindsay Officer)
Richard R. Eynon
----------------------------- Controller and Chief Accounting Officer April 28, 2003
Richard R. Eynon (Principal Accounting Officer)
Thomas F. Donovan
----------------------------- Director April 28, 2003
Thomas F. Donovan
Richard C. Gozon
----------------------------- Director April 28, 2003
Richard C. Gozon
William J. Marrazzo
----------------------------- Director April 28, 2003
William J. Marrazzo
James W. Stratton
----------------------------- Director April 28, 2003
James W. Stratton
Stephen a. Van Dyck
----------------------------- Director April 28, 2003
Stephen A. Van Dyck
Roger B. Vincent
----------------------------- Director April 28, 2003
Roger B. Vincent
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Second Amended and Restated Agreement of Limited Partnership
of AmeriGas Partners, L.P., dated as of September 30, 2000,
incorporated by reference from Exhibit 1 of our current report
on Form 8-K dated September 30, 2000.
5.1 Opinion of Brendan P. Bovaird, Vice President and General
Counsel of AmeriGas Propane, Inc.
23.1 Consent of Brendan P. Bovaird, Vice President and General
Counsel of AmeriGas Propane, Inc. (included in his opinion
filed as Exhibit 5.1 to this registration statement).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this
registration statement).
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