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
May 3, 2002
(DATE OF REPORT)
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 1-13692 23-2787918
Delaware 33-72986-01 23-3077318
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
460 North Gulph Road
King of Prussia, Pennsylvania 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-7000
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS.
Attached as Exhibit 1 is the Underwriting Agreement, dated May 3, 2002, by and
among AmeriGas Partners, L.P., a Delaware limited partnership, AP Eagle Finance
Corp., a Delaware corporation, AmeriGas Propane, L.P., AmeriGas Propane, Inc.,
AmeriGas Eagle Propane, L.P., AmeriGas Eagle Holdings, Inc., and Credit Suisse
First Boston Corporation. Attached as Exhibit 4.13 is the Supplemental Indenture
dated May 3, 2002 by and among Wachovia Bank, National Association, successor to
First Union National Bank, as trustee, AmeriGas Partners, L.P., a Delaware
limited partnership, and AP Eagle Finance Corp., a Delaware corporation, to the
Indenture dated August 21, 2001 by and among First Union National Bank, as
trustee, AmeriGas Partners, L.P., and AP Eagle Finance Corp.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1 Underwriting Agreement dated May 3, 2002 by and among AmeriGas
Partners, L.P., a Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation, AmeriGas Propane, L.P.,
AmeriGas Propane, Inc., AmeriGas Eagle Propane, L.P., AmeriGas
Eagle Holdings, Inc., and Credit Suisse First Boston
Corporation.
4.13 Supplemental Indenture dated May 3, 2002 by and among Wachovia
Bank, National Association, successor to First Union National
Bank, as trustee, AmeriGas Partners, L.P., a Delaware limited
partnership, and AP Eagle Finance Corp., a Delaware
corporation, to the Indenture dated August 21, 2001 by and
among First Union National Bank, as trustee, AmeriGas
Partners, L.P., a Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation.
2
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.
(Registrant)
By: AmeriGas Propane, Inc.,
its general partner
Date: May 10, 2002 By: /s/ Robert H. Knauss
----------------------------------
Robert H. Knauss
Vice President - Law
AP EAGLE FINANCE CORP.
(Registrant)
Date: May 10, 2002 By: /s/ Robert H. Knauss
----------------------------------
Robert H. Knauss
Vice President - Law
3
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
1 Underwriting Agreement dated May 3, 2002 by and among AmeriGas
Partners, L.P., a Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation, AmeriGas Propane, L.P.,
AmeriGas Propane, Inc., AmeriGas Eagle Propane, L.P., AmeriGas
Eagle Holdings, Inc., and Credit Suisse First Boston
Corporation.
4.13 Supplemental Indenture dated May 3, 2002 by and among Wachovia
Bank, National Association, successor to First Union National
Bank, as trustee, AmeriGas Partners, L.P., a Delaware limited
partnership, and AP Eagle Finance Corp., a Delaware
corporation, to the Indenture dated August 21, 2001 by and
among First Union National Bank, as trustee, AmeriGas
Partners, L.P., a Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation.
4