SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
Commission file number 1-13692
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(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)
(610) 337-7000
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION
12(B) OF THE ACT:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------- -----------------------------------------
Common Units representing limited partner interests New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
The undersigned Registrant hereby amends Item 11, Part III, of its Annual
Report on Form 10-K for the fiscal year ended September 30, 2004 to provide the
correct fiscal year 2004 annual bonus for Mr. Bissell in the Summary
Compensation Table on page 35.
PART III:
ITEM 11. EXECUTIVE COMPENSATION
The following table shows cash and other compensation paid or accrued to
the General Partner's Chief Executive Officer and each of its four other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- UNIT/STOCK OPTIONS/ LTIP COMPENSATION
POSITION YEAR SALARY BONUS (1) SATION (2) AWARDS (3) SARS PAYOUTS (4)
------------------- ------ -------- ---------- ---------- ----------- ---------- ------- ------------
Eugene V. N. 2004 $383,458 $ 480,602 $ 3,052 $ 420,150 52,000 $0 $ 86,079
Bissell, President 2003 $372,080 $ 245,281 $ 2,520 $ 238,500 52,500 $0 $ 60,277
and Chief Executive $ 238,500
Officer 2002 $352,656 $ 109,941 $ 585 $ 190,145 35,000 $0 $ 42,717
Lon R. Greenberg, 2004 $801,788 $1,179,856 $ 13,649 $ 1,186,500 180,000 $0 $ 42,250
Chairman (5) 2003 $757,008 $1,075,981 $ 12,824 $ 972,140 180,000 $0 $ 28,757
2002 $705,015 $ 521,092 $ 15,342 $ 785,200 120,000 $0 $ 28,033
$ 785,200
$ 785,200
William D. Katz, 2004 $202,023 $ 150,500 $ 7,605 $ 64,423 12,000 $0 $ 25,252
Vice President - 2003 $194,038 $ 68,211 $ 1,350 $ 47,700 12,000 $0 $ 26,288
Human Resources $ 47,700
2002 $184,860 $ 32,915 $ 5,061 $ 38,029 8,000 $0 $ 18,008
Robert H. Knauss, 2004 $221,960 $ 181,010 $ 1,913 $ 101,700 19,000 $0 $ 4,994
Vice President and 2003 $202,143 $ 71,032 $ 1,838 $ 47,700 12,000 $0 $ 27,346
General Counsel (5) $ 47,700
2002 $196,172 $ 34,935 $ 1,612 $ 38,029 8,000 $0 $ 19,117
Martha B. Lindsay, 2004 $200,758 $ 140,631 $ 3,944 $ 64,423 12,000 $0 $ 24,139
Vice President - 2003 $196,698 $ 69,129 $ 1,200 $ 47,700 12,000 $0 $ 26,774
Finance and Chief $ 47,700
Officer 2002 $190,060 $ 33,840 $ 1,908 $ 38,029 8,000 $0 $ 18,577
(1) Messrs. Greenberg and Knauss participate in the UGI Annual Bonus Plan. All
other Named Executives participate in the AmeriGas Propane, Inc. Annual
Bonus Plan. Awards under both Plans are for the year reported, regardless
of the year paid. Awards under both Plans are based on the achievement of
business and/or financial performance objectives which support business
plans and goals. Bonus opportunities vary by position and for the fiscal
year 2004 ranged from 0 to 150% of base salary for Mr. Bissell, 0 to 196%
of base salary for Mr. Greenberg, 0 to 80% of base salary for Mr. Katz, 0
to 104% of base salary for Mr. Knauss, and 0 to 90% of base salary for Ms.
Lindsay.
(2) Amounts represent tax payment reimbursements for certain benefits.
(3) Effective January 1, 2004, the Board of Directors of AmeriGas Propane,
Inc. approved phantom performance-contingent restricted Common Unit awards
("Restricted Units") to the Named Executives, other than Messrs. Greenberg
and Knauss, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
Plan. Each Restricted Unit represents the right to receive a Common Unit
of AmeriGas Partners or an amount based on the value of a Common Unit, if
specified performance goals and other conditions are met. Distribution
equivalents will accumulate on the Restricted Units awarded. These
distribution equivalents may be leveraged based on performance described
below. The award has a performance measurement period of January 1, 2004
through December 31, 2006. If the recipient ceases to be employed by the
General Partner before December 31, 2006, other than by reason of
retirement, disability or death, all awards of Restricted Units and
distribution equivalents will be forfeited. The performance requirement is
that the Partnership's total unitholder return ("TR") during the relevant
measurement period equals the median TR of a peer group of publicly traded
limited partnerships. The actual amount of the award may be higher or
lower than the original grant, or even zero, based on the Partnership's TR
percentile rank relative to that of the partnerships in the peer group.
The maximum payout potential is 200% of the original award. At the
discretion of the General Partner, Restricted Unit awards may be paid out
in Common Units, in cash, or in a combination of Units and cash.
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Effective January 1, 2003, the Board of Directors of AmeriGas Propane,
Inc. approved three Restricted Units awards to the Named Executives, other
than Mr. Greenberg, under the 2000 AmeriGas Propane, Inc. Long-Term
Incentive Plan. Distribution equivalents will accumulate on the Restricted
Units awarded. These distribution equivalents may be leveraged based on
performance described below. Each award has a separate performance
measurement period as follows: January 1, 2003 through December 31, 2003;
January 1, 2003 through December 31, 2004; and January 1, 2003 through
December 31, 2005. The performance period for all three awards will end on
December 31, 2005. The performance requirement for the first performance
measurement period of January 1, 2003 through December 31, 2003 was not
met and therefore that award was forfeited. If the recipient ceases to be
employed by the General Partner before December 31, 2005, other than by
reason of retirement, disability or death, all awards of Restricted Units
and distribution equivalents will be forfeited. The performance
requirement is that the Partnership's total unitholder return ("TR")
during the relevant measurement period equals the median TR of a peer
group of publicly traded limited partnerships. The actual amount of the
award may be higher or lower than the original grant, or even zero, based
on the Partnership's TR percentile rank relative to that of the
partnerships in the peer group. The maximum payout potential is 200% of
the original award. At the discretion of the General Partner, Restricted
Unit awards may be paid out in Common Units, in cash, or in a combination
of Units and cash.
Effective January 1, 2002, the Board of Directors of AmeriGas Propane,
Inc. approved Restricted Unit awards to the Named Executives, other than
Mr. Greenberg, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
Plan. Distribution equivalents will accumulate on the Restricted Units
awarded. The performance requirement was evidence of AmeriGas' meaningful
progress toward the achievement of its strategic objectives during 2002,
including the Partnership's acquisition integration, productivity
improvement, internal growth and cash generation goals. The Restricted
Units reported for fiscal year 2002 are equal to 85% of the original award
based on achievement of goals at that level.
Effective January 1, 2004, the Board of Directors of UGI approved phantom
performance-contingent unit awards ("Performance Units") to Messrs.
Greenberg and Knauss under the UGI Corporation 2004 Omnibus Equity
Compensation Plan. Each Performance Unit represents the right to receive a
share of UGI Common Stock ("Stock") or an amount based on the value of a
share of Stock, if specified performance goals and other conditions are
met. The Performance Unit awards have a performance measurement period of
January 1, 2004 through December 31, 2006. Dividend equivalents will
accumulate on the Performance Units. These dividend equivalents will also
be leveraged based on UGI's total shareholder return ("TSR") performance
as described below and distributed when the performance period on the
Performance Units ends on December 31, 2006. If the recipient ceases to be
employed by the Company before December 31, 2006, other than by reason of
retirement, death or disability, awards of Performance Units and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the performance period equals the median of a peer group. The
peer group is the group of companies that comprises the S&P Utilities
Index. The actual amount of the award may be higher or lower than the
original grant, or even zero, based on UGI's TSR percentile rank relative
to the companies in the S&P Utilities Index. The maximum payout potential
is 200% of the original award. The maximum number of shares to be issued
in respect of awards of Performance Units will be the target number of
shares originally awarded. All leverage on Performance Unit awards will be
paid in cash.
Effective January 1, 2003, the Board of Directors of UGI approved phantom
performance-contingent restricted stock awards ("Restricted Shares") to
Mr. Greenberg under the UGI Corporation 2000 Stock Incentive Plan. Each
Restricted Share represents the right to receive a share of Stock or an
amount based on the value of a share of Stock, if specified performance
goals and other conditions are met. Dividend equivalents will accumulate
on the Restricted Shares. These dividend equivalents will also be
leveraged based on UGI's total shareholder return ("TSR") performance as
described below and distributed when the performance period on the
Restricted Shares ends on December 31, 2005. If the recipient ceases to be
employed by the Company before December 31, 2005, other than by reason of
retirement, death or disability, awards of Restricted Shares and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the performance period equals the median of a peer group. The
peer group is the group of companies that comprises the S&P Utilities
Index. The actual amount of the award may be higher or lower than the
original grant, or even zero, based on UGI's TSR percentile rank relative
to the companies in the S&P Utilities Index. The maximum payout potential
is 200% of the original award. The maximum number of shares to be issued
in respect of awards of Restricted Shares will be the target number of
shares originally awarded. All leverage on Restricted Share awards will be
paid in cash.
Effective January 1, 2002, the Board of Directors of UGI approved three
Restricted Share awards to Mr. Greenberg under the UGI Corporation 2000
Stock Incentive Plan. Dividend equivalents will accumulate on the
Restricted Shares awarded. These dividend equivalents will also be
leveraged based on UGI's TSR performance and distributed when the
performance period on the Restricted Shares ends on December 31, 2004.
Each award has a separate
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performance measurement period as follows: January 1, 2002 through
December 31, 2002; January 1, 2002 through December 31, 2003; and January
1, 2002 through December 31, 2004. The performance period for all three
awards will end on December 31, 2004. If the recipient ceases to be
employed by the Company before December 31, 2004, other than by reason of
retirement, disability or death, awards of Restricted Shares and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the relevant performance measurement period equals the median
of a peer group. The peer group is the group of companies that comprises
the S&P Utilities Index. The actual amount of the award may be higher or
lower than the original grant, or even zero, based on UGI's TSR percentile
rank relative to the companies in the S&P Utilities Index. The maximum
payout potential is 200% of the original award. The maximum number of
shares to be issued in respect of awards of Restricted Shares will be the
target number of shares originally awarded. All leverage on Restricted
Share awards will be paid in cash.
The dollar values shown in the Restricted Unit/Stock Awards column of the
table above for all years represent the aggregate value of each award on
the date of grant, determined by multiplying the number of Restricted
Units awarded by the closing price of a Common Unit of AmeriGas Partners,
or in the case of Messrs. Greenberg and Knauss, the number of Restricted
Shares and Performance Units awarded by the closing price of UGI Common
Stock, on the New York Stock Exchange on the effective dates of the
respective grants.
Based on the closing unit price of AmeriGas Partners, L.P. Common Units on
the New York Stock Exchange on September 30, 2004, Mr. Bissell's 43,500
Restricted Units had a market value of $1,284,555; Mr. Knauss' 5,700
Restricted Units had a market value of $168,321; Mr. Katz's 8,000
Restricted Units had a market value of $236,240; and Ms. Lindsay's 8,000
Restricted Units had a market value of $236,240. Based on the closing
stock price of UGI Common Stock on the New York Stock Exchange on
September 30, 2004, Mr. Greenberg's 191,000 Restricted Shares and
Performance Units had a market value of $7,116,660; and Mr. Knauss' 3,000
Performance Units had a market value of $111,780.
(4) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
401(k) Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI
Utilities, Inc. Employee 401(k) Savings Plan (the "UGI Employee Savings
Plan"), allocations under the UGI Corporation Supplemental Executive
Retirement Plan (the "UGI Executive Retirement Plan"), and/or allocations
under the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan
(the "AmeriGas Executive Retirement Plan"). During fiscal years 2004, 2003
and 2002, the following contributions were made to the Named Executives:
(i) under the AmeriGas Employee Savings Plan: Mr. Bissell, $9,673, $8,541
and $4,957; Mr. Katz, $9,952, $10,064 and $4,730; and Ms. Lindsay,
$10,154, $10,192 and $4,687; (ii) under the UGI Employee Savings Plan: Mr.
Greenberg, $4,500, $4,500 and $3,825; (iii) under the UGI Executive
Retirement Plan: Mr. Greenberg, $37,750, $24,257 and $24,208; (iv) under
the AmeriGas Executive Retirement Plan: Mr. Bissell, $76,406, $51,736 and
$37,760; Mr. Katz, $25,252, $16,224 and $13,278; and Ms. Lindsay, $24,139,
$16,582 and $13,890. Mr. Knauss became an employee of UGI Corporation on
October 1, 2003. During fiscal years 2003 and 2002, the following
contributions were made to Mr. Knauss: (i) under the AmeriGas Employee
Savings Plan: $10,029 and $4,506; and (ii) under the AmeriGas Executive
Retirement Plan: $17,317 and $14,611. During fiscal year 2004, the
following contributions were made to Mr. Knauss (i) under the UGI Employee
Savings Plan: $4,500; and (ii) under the UGI Executive Retirement Plan:
$494.
(5) Compensation reported for Mr. Greenberg is attributable to his position of
Chairman, President and Chief Executive Officer of UGI Corporation.
Compensation reported for Mr. Knauss in 2004 is attributable to his
position of Vice President and General Counsel of UGI Corporation.
Compensation for these individuals is also reported in the UGI Proxy
Statement for the 2005 Annual Meeting of Shareholders and is not additive.
The General Partner does not compensate Mr. Greenberg or Mr. Knauss.
OPTION EXERCISES IN LAST FISCAL YEAR
The following table shows information on UGI stock option exercises in the last
fiscal year for each of the Named Executives.
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UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END (#) AT FISCAL YEAR END (2)
----------------------------- -----------------------------
SHARES
ACQUIRED
ON
EXERCISE VALUE
NAME (#) REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------- -------- ------------ ----------- ------------- ----------- -------------
Eugene V. N. Bissell 58,875 $ 611,987 0 104,500 $ 0 $ 890,680
Lon R. Greenberg 200,000 $ 3,823,983 580,000 360,000 $12,165,625 $ 3,059,400
William D. Katz 21,000 $ 276,011 0 24,000 $ 0 $ 203,960
Robert H. Knauss 0 $ 0 12,000 31,000 $ 183,400 $ 226,990
Martha B. Lindsay 10,000 $ 189,180 24,500 24,000 $ 477,275 $ 203,960
(1) Value realized is calculated based on the difference between the option
exercise price and the closing market price of UGI's Common Stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.
(2) The closing price of UGI's Common Stock as reported on the New York Stock
Exchange Composite tape on September 30, 2004 was $37.26 and is used in
calculating the value of unexercised options.
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information on grants of UGI stock options
during fiscal year 2004 to each of the Named Executives.
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------- ----------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED GRANT DATE
OPTIONS TO EMPLOYEES IN EXERCISE PRESENT
NAME GRANTED FISCAL YEAR (1) OR BASE PRICE EXPIRATION DATE VALUE (2)
-------------------- ---------- --------------- ------------- --------------- ---------
Eugene V. N. Bissell 52,000 7.25% $33.97 12/31/2013 $ 219,960
Lon R. Greenberg 180,000 25.09% $33.97 12/31/2013 $ 761,400
William D. Katz 12,000 1.67% $33.97 12/31/2013 $ 50,760
Robert H. Knauss 19,000 2.65% $33.97 12/31/2013 $ 80,370
Martha B. Lindsay 12,000 1.67% $33.97 12/31/2013 $ 50,760
(1) A total of 717,500 options were granted to employees and executive
officers of UGI and its subsidiaries, including the General Partner,
during fiscal year 2004 under the UGI 2004 Omnibus Equity Compensation
Plan. Under the Plan, the option exercise price is not less than 100% of
the fair market value of UGI's
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Common Stock on the effective date of the grant. The options shown above
become exercisable in three equal annual installments beginning on the
first anniversary of the grant date. All options are nontransferable and
generally exercisable only while the optionee is employed by UGI or an
affiliate, with exceptions for exercise following retirement, disability
and death. Options are subject to adjustment in the event of
recapitalizations, stock splits, mergers, and other similar corporate
transactions affecting UGI's Common Stock.
(2) Based on the Black-Scholes options pricing model. The assumptions used in
calculating the grant date present value are as follows:
- Three years of closing monthly stock price and dividend
observations were used to calculate the stock volatility
and dividend yield assumptions.
- Stock volatility 18.36%
- Stock's dividend yield 4.96%
- Length of option term 10 years
- Annualized risk-free interest rate 4.58%
- Discount of risk of forfeiture 3% per year
All options were granted at fair market value. The actual value, if any,
the executive may realize will depend on the excess of the stock price on
the date the option is exercised over the exercise price. There is no
assurance that the value realized by the executive will be at or near the
value estimated by the Black-Scholes model.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of the end of the
Partnership's 2004 fiscal year with respect to compensation plans under which
equity securities of the Partnership are authorized for issuance.
(c)
NUMBER OF SECURITIES
REMAINING AVAILABLE
(a) FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO BE (b) UNDER EQUITY
ISSUED UPON EXERCISE WEIGHTED AVERAGE EXERCISE COMPENSATION PLANS
OF OUTSTANDING OPTIONS, PRICE OF OUTSTANDING (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
------------- -------------------------- ---------------------------- ------------------------
Equity compensation plans
approved by security
holders (1) 142,786 0 514,300
Equity compensation plans
not approved by security
holders 0 0 0
------- --- -------
TOTAL 142,786 0 514,300
======= === =======
(1) The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan and the AmeriGas
Propane, Inc. Discretionary Long-Term Incentive Plan for Non-Executive Key
Employees, were approved pursuant to Section 6.4 of the Partnership
Agreement.
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RETIREMENT BENEFITS
The following Pension Plan Benefits Table shows the annual benefits
payable upon retirement to Messrs. Greenberg and Knauss under the Retirement
Income Plan for Employees of UGI Utilities, Inc. (the "Retirement Plan") and the
UGI Corporation Supplemental Executive Retirement Plan. The amounts shown assume
the executive retires in 2004 at age 65, and that the aggregate benefits are not
subject to statutory maximums. Messrs. Greenberg and Knauss had, respectively,
24 years and 18 years of credited service under these Plans at September 30,
2004. Messrs. Bissell and Katz have vested annual retirement benefits of
approximately $3,300 and $2,800, respectively, based on prior credited service
with UGI and its subsidiaries. Neither Mr. Bissell nor Mr. Katz currently
participate in the Retirement Plan.
PENSION PLAN BENEFITS TABLE
---------------------------
ANNUAL PLAN BENEFIT FOR YEARS CREDITED SERVICE SHOWN (2)
--------------------------------------------------------
FINAL 5-YEAR
AVERAGE ANNUAL 5 10 15 20 25 30 35 40
EARNINGS (1) YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
--------------- -------- -------- -------- -------- ---------- ---------- ---------- -------------
$ 200,000 $ 19,000 $ 38,000 $ 57,000 $ 76,000 $ 95,000 $ 114,000 $ 133,000 $ 136,800 (3)
$ 400,000 $ 38,000 $ 76,000 $114,000 $152,000 $ 190,000 $ 228,000 $ 266,000 $ 273,600 (3)
$ 600,000 $ 57,000 $114,000 $171,000 $228,000 $ 285,000 $ 342,000 $ 399,000 $ 410,400 (3)
$ 800,000 $ 76,000 $152,000 $228,000 $304,000 $ 380,000 $ 456,000 $ 532,000 $ 547,200 (3)
$ 1,000,000 $ 95,000 $190,000 $285,000 $380,000 $ 475,000 $ 570,000 $ 665,000 $ 684,000 (3)
$ 1,200,000 $114,000 $228,000 $342,000 $456,000 $ 570,000 $ 684,000 $ 798,000 $ 820,800 (3)
$ 1,400,000 $133,000 $266,000 $399,000 $532,000 $ 665,000 $ 798,000 $ 931,000 $ 957,600 (3)
$ 1,600,000 $152,000 $304,000 $456,000 $608,000 $ 760,000 $ 912,000 $1,064,000 $1,094,400 (3)
$ 1,800,000 $171,000 $342,000 $513,000 $684,000 $ 855,000 $1,026,000 $1,197,000 $1,231,200 (3)
$ 2,000,000 $190,000 $380,000 $570,000 $760,000 $ 950,000 $1,140,000 $1,330,000 $1,368,000 (3)
$ 2,200,000 $209,000 $418,000 $627,000 $836,000 $1,045,000 $1,254,000 $1,463,000 $1,504,800 (3)
(1) Consists of (i) base salary, commissions and cash payments under the
Annual Bonus Plan, and (ii) deferrals thereof permitted under the Code.
(2) Annual benefits are computed on the basis of straight life annuity
amounts. These amounts include pension benefits, if any, to which a
participant may be entitled as a result of participation in a pension plan
of a subsidiary during previous periods of employment. The amounts shown
do not take into account exclusion of up to 35% of the estimated primary
Social Security benefit. The Retirement Plan provides a minimum benefit
equal to 25% of a participant's final 12-months' earnings, reduced
proportionately for less than 15 years of credited service at retirement.
The minimum Retirement Plan benefit is not subject to Social Security
offset.
(3) The maximum benefit under the Retirement Plan and the UGI Supplemental
Executive Retirement Plan is equal to 60% of a participant's highest
consecutive 12 months' earnings during the last 120 months.
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SEVERANCE PAY PLAN FOR SENIOR EXECUTIVE EMPLOYEES
Named Executives Employed by UGI Corporation. The UGI Corporation Senior
Executive Employee Severance Pay Plan (the "UGI Severance Plan") assists certain
senior level employees of UGI, including Messrs. Greenberg and Knauss, in the
event their employment is terminated without fault on their part. Benefits are
payable to a senior executive covered by the UGI Severance Plan if the senior
executive's employment is involuntarily terminated for any reason other than for
cause or as a result of the senior executive's death or disability.
The UGI Severance Plan provides for cash payments equal to a participant's
compensation for a period of time ranging from 3 months to 15 months (30 months
in the case of Mr. Greenberg), depending on length of service. In addition, a
participant receives the cash equivalent of his or her target bonus under the
Annual Bonus Plan, pro-rated for the number of months served in the fiscal year.
However, if the termination occurs in the last two months of the fiscal year,
the Chief Executive Officer has the discretion to determine whether the
participant will receive a pro-rated target bonus, or the actual annual bonus
which would have been paid after the end of the fiscal year, assuming that the
participant's entire bonus was contingent on meeting the applicable financial
performance goal. Certain employee benefits are continued under the Plan for a
period of up to 15 months (30 months in the case of Mr. Greenberg). UGI has the
option to pay a participant the cash equivalent of those employee benefits. All
payments under the Severance Plan can be reduced by an amount equal to the fair
market value of certain equity-based awards, other than stock options, payable
to the participant after the termination of employment.
In order to receive benefits under the UGI Severance Plan, a senior
executive is required to execute a release which discharges UGI and its
subsidiaries from liability for any claims the senior executive may have against
any of them, other than claims for amounts or benefits due to the executive
under any plan, program or contract provided by or entered into with UGI or its
subsidiaries. The senior executive is also required to ratify post-employment
activities agreements and to cooperate in attending to matters pending at the
time of his or her termination of employment.
Named Executives Employed by AmeriGas Propane. The AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan (the "AmeriGas Severance Plan") assists
certain senior level employees of the General Partner including Messrs. Bissell
and Katz and Ms. Lindsay in the event their employment is terminated without
fault on their part. Specified benefits are payable to a senior executive
covered by the AmeriGas Severance Plan if the senior executive's employment is
involuntarily terminated for any reason other than for cause or as a result of
the senior executive's death or disability.
The AmeriGas Severance Plan provides for cash payments equal to a
participant's compensation for three months (6 months in the case of the Chief
Executive Officer). In addition, a participant receives the cash equivalent of
his or her target bonus under the Annual Bonus Plan, pro-rated for the number of
months served in the fiscal year. However, if the termination occurs in the last
two months of the fiscal year, the Chief Executive Officer has the discretion to
determine whether the participant will receive a pro-rated target bonus, or the
actual annual bonus which would have been paid after the end of the fiscal year,
assuming that the participant's entire bonus was contingent on meeting the
applicable financial performance goal. The Plan also provides for separation pay
equal to one day's pay per month of service, not to exceed 12
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months' compensation. Minimum separation pay ranges from six to twelve months'
base salary, depending on the executive's employment grade. Certain employee
benefits are continued under the Plan for a period not exceeding 15 months (18
months in the case of the Chief Executive Officer). This period is called the
"Employee Benefit Period." The General Partner has the option to pay a
participant the cash equivalent of those employee benefits. All payments under
the Severance Plan can be reduced by an amount equal to the fair market value of
certain equity-based awards, other than stock options, payable to the
participant after the termination of employment.
In order to receive benefits under the AmeriGas Severance Plan, a senior
executive is required to execute a release which discharges the General Partner
and its affiliates from liability for any claims the senior executive may have
against any of them, other than claims for amounts or benefits due to the
executive under any plan, program or contract provided by or entered into with
the General Partner or its affiliates. The senior executive is also required to
ratify post-employment activities agreements and to cooperate in attending to
matters pending at the time of his or her termination of employment.
CHANGE OF CONTROL ARRANGEMENTS
Named Executives Employed By UGI Corporation. Messrs. Greenberg and Knauss
each have an agreement with UGI Corporation which provides certain benefits in
the event of a change of control. The agreements operate independently of the
UGI Severance Plan and are automatically extended in one-year increments unless,
prior to a change of control, UGI terminates an agreement. In the absence of a
change of control, each agreement will terminate when, for any reason, the
executive terminates his or her employment with UGI or its subsidiaries.
A change of control is generally deemed to occur if: (i) any person (other
than the executive, his or her affiliates and associates, UGI or any of its
subsidiaries, any employee benefit plan of UGI or any of its subsidiaries, or
any person or entity organized, appointed, or established by UGI or its
subsidiaries for or pursuant to the terms of any such employee benefit plan),
together with all affiliates and associates of such person, acquires securities
representing 20% or more of either (x) the then outstanding shares of common
stock of UGI or (y) the combined voting power of UGI's then outstanding voting
securities; (ii) individuals who at the beginning of any 24-month period
constitute the Board of Directors (the "Incumbent Board") and any new director
whose election by the Board, or nomination for election by UGI's shareholders,
was approved by a vote of at least a majority of the Incumbent Board, cease for
any reason to constitute a majority thereof; (iii) UGI is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to,
another corporation in a transaction in which former shareholders of UGI do not
own more than 50% of the outstanding common stock and the combined voting power,
respectively, of the then outstanding voting securities of the surviving or
acquiring corporation after the transaction; or (iv) UGI is liquidated or
dissolved.
Severance benefits are payable under the agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including
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termination of officer status; a significant adverse change in authority,
duties, responsibilities or compensation; the failure of UGI to comply with and
satisfy any of the terms of the agreement; or a substantial relocation or
excessive travel requirements.
An executive who is terminated with rights to severance compensation under
an agreement will be entitled to receive an amount equal to 1.0 (2.5 in the case
of Mr. Greenberg) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable under the
agreement, either alone or together with other payments to an executive, would
constitute "excess parachute payments," as defined in Section 280G of the Code
the executive will also receive an amount to satisfy the executive's additional
tax burden.
Named Executives Employed by the General Partner. Messrs. Bissell and
Katz, and Ms. Lindsay each have an agreement with the General Partner which
provides certain benefits in the event of a change of control. The agreements
operate independently of the AmeriGas Severance Plan, and are automatically
renewed annually for one-year terms unless, prior to a change of control, the
General Partner terminates an agreement. In the absence of a change of control,
each agreement will terminate when, for any reason, the executive terminates his
or her employment with the General Partner or any of its subsidiaries.
A change of control is generally deemed to occur if: (i) a change of
control of UGI, as defined above, occurs, (ii) the General Partner, AmeriGas
Partners or the Operating Partnership is reorganized, merged or consolidated
with or into, or sells all or substantially all of its assets to, another
corporation or partnership in a transaction in which the former shareholders of
the General Partner, or former limited partners, as the case may be, do not own
more than 50% of the outstanding common stock and combined voting power, or the
outstanding common units of such partnership, after the transaction, (iii) the
General Partner, AmeriGas Partners or the Operating Partnership is liquidated or
dissolved, (iv) UGI and its subsidiaries fail to own more than fifty percent of
the general partnership interests of AmeriGas Partners or the Operating
Partnership, (v) UGI and its subsidiaries fail to own more than fifty percent of
the combined voting power of the General Partner's then outstanding voting
securities, or (vi) AmeriGas Propane, Inc. is removed as the general partner of
AmeriGas Partners by vote of the limited partners, or AmeriGas Propane, Inc. is
removed as the general partner of AmeriGas Partners or the Operating Partnership
as a result of judicial or administrative proceedings.
The agreements provide for payment of severance benefits if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain situations, including termination of officer status; a
significant adverse change in authority, duties, responsibilities or
compensation; the failure of the General Partner to comply with any of the terms
of the agreement; or a substantial relocation or excessive travel requirements.
An executive who is terminated with rights to severance compensation under
a change of control agreement will receive an amount equal to 1.0 (1.5 in the
case of Mr. Bissell) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable either
alone or together with other payments to an executive, would constitute "excess
parachute payments," as defined in Section 280G of the Code, the executive will
also receive an amount to satisfy the executive's additional tax burden.
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BOARD OF DIRECTORS
Officers of the General Partner receive no additional compensation for
service on the Board of Directors or on any Committee of the Board. Effective
October 1, 2003, the General Partner paid non-management directors an annual
retainer of $40,000. The annual retainer for members of the Audit Committee is
$50,000 and the annual retainer for the Chairman of the Audit Committee is
$55,000. The Directors are also offered employee rates on propane purchases. The
General Partner reimburses directors for expenses incurred by them (such as
travel expenses) in serving on the Board and Committees. The General Partner
determines all expenses allocable to the Partnership, including expenses
allocable to the services of directors.
COMPENSATION/PENSION COMMITTEE
The members of the General Partner's Compensation/Pension Committee are
Richard C. Gozon (Chairman), Thomas F. Donovan and William J. Marrazzo.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERIGAS PARTNERS, L.P.
Date: December 22, 2004 By: AmeriGas Propane, Inc.
its General Partner
By: Margaret M. Calabrese
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Margaret M. Calabrese
Assistant Secretary
AMERIGAS FINANCE CORP.
By: Margaret M. Calabrese
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Margaret M. Calabrese
Assistant Secretary
AMERIGAS EAGLE FINANCE CORP.
By: Margaret M. Calabrese
----------------------------------
Margaret M. Calabrese
Assistant Secretary
AP EAGLE FINANCE CORP.
By: Margaret M. Calabrese
----------------------------------
Margaret M. Calabrese
Assistant Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
31.1(a) Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
31.2(a) Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act