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
April 11, 2003
(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 333-72986-01 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 April 11, 2003, by
and among AmeriGas Partners, L.P., a Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation, AmeriGas Propane, L.P., a Delaware
limited partnership, AmeriGas Propane, Inc., a Pennsylvania corporation,
AmeriGas Eagle Propane, L.P., a Delaware limited partnership, AmeriGas Eagle
Holdings, Inc., a Delaware corporation, and Credit Suisse First Boston LLC.
Attached as Exhibit 4 is the Third Supplemental Indenture, dated April 16,
2003, 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, and AP Eagle
Finance Corp., a Delaware corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1 Underwriting Agreement, dated April 11, 2003, by and among AmeriGas
Partners, L.P., a Delaware limited partnership, AP Eagle Finance
Corp., a Delaware corporation, AmeriGas Propane, L.P., a Delaware
limited partnership, AmeriGas Propane, Inc., a Pennsylvania
corporation, AmeriGas Eagle Propane, L.P., a Delaware limited
partnership, AmeriGas Eagle Holdings, Inc., a Delaware corporation,
and Credit Suisse First Boston LLC.
4 Third Supplemental Indenture, dated April 16, 2003, 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, and AP Eagle Finance Corp., a Delaware
corporation.
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: April 16, 2003 By: /s/ Robert H. Knauss
---------------------------
Robert H. Knauss
Vice President - Law
AP EAGLE FINANCE CORP.
(Registrant)
Date: April 16, 2003 By: /s/ Robert H. Knauss
---------------------------
Robert H. Knauss
Vice President - Law
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
1 Underwriting Agreement, dated April 11, 2003, by and among
AmeriGas Partners, L.P., a Delaware limited partnership, AP
Eagle Finance Corp., a Delaware corporation, AmeriGas Propane,
L.P., a Delaware limited partnership, AmeriGas Propane, Inc.,
a Pennsylvania corporation, AmeriGas Eagle Propane, L.P., a
Delaware limited partnership, AmeriGas Eagle Holdings, Inc., a
Delaware corporation, and Credit Suisse First Boston LLC.
4 Third Supplemental Indenture, dated April 16, 2003, 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, and AP Eagle
Finance Corp., a Delaware corporation.