AmeriGas Partners, L.P. (Form: 8-K/A)  




(Amendment No. 1)


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   October 15, 2008

AmeriGas Partners, L.P.
(Exact name of registrant as specified in its charter)

Delaware 1-13692 23-2787918
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
460 No. Gulph Road, King of Prussia, Pennsylvania   19406
(Address of principal executive offices)
(Zip Code)
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))

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Item 2.02 Results of Operations and Financial Condition.

On October 15, 2008, AmeriGas Partners, L.P. (the "Partnership") issued a press release announcing expected financial results for the Partnership for the fiscal year ended September 30, 2008. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In its October 15, 2008 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2009. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

This amendment is being filed solely to correct Exhibit 99 to the Partnership's Current Report on Form 8-K filed October 15, 2008 which previously contained an incorrect URL for the Analyst Day webcast. This amendment does not amend or modify any other information set forth in the original Form 8-K.

(d) Exhibits. The following exhibit is being furnished herewith:

99 Press Release of AmeriGas Partners, L.P. dated October 15, 2008.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    AmeriGas Partners, L.P.
October 15, 2008   By:   /s/ Margaret M. Calabrese
        Name: Margaret M. Calabrese
        Title: Assistant Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.

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Exhibit Index

Exhibit No.   Description

  Press Release of AmeriGas Partners, L.P. dated October 15, 2008.
  610-337-1000   For Immediate Release:
  Robert W. Krick, ext. 3645
Brenda A. Blake, ext. 3202
  October 15, 2008

AmeriGas Issues Earnings Guidance and Agenda for Analyst Day

VALLEY FORGE, Pa., October 15 – AmeriGas Partners, L. P. (NYSE: APU) today announced earnings guidance for fiscal years 2008 and 2009. The Partnership expects to report record net income of approximately $154 million for its fiscal year ended September 30, 2008. Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) are expected to be approximately $310 million for fiscal 2008.

In prepared remarks to be delivered to investors in New York, Lon R. Greenberg, chairman of AmeriGas, said, “Assuming normal weather patterns this winter, for fiscal 2009 ending September 30, 2009 we expect to report earnings in the range of $160 million to $170 million and EBITDA in the range of $315 to $325 million.” AmeriGas is scheduled to release more detailed results for the fiscal year ended September 30, 2008 in mid November 2008.

Today’s webcast Analyst Day meeting for investors features a presentation on AmeriGas’ strategic plans, in-depth discussions of operations and growth strategies, capital spending plans, financial performance as well as earnings guidance for fiscal years 2008 and 2009.

AmeriGas Partners is the nation’s largest retail propane marketer, serving nearly 1.3 million customers from over 600 locations in 46 states. UGI Corporation (NYSE:UGI), through subsidiaries, owns 44% of the Partnership and individual unitholders own the remaining 56%.

The Analyst Day webcast and other comprehensive information about AmeriGas are available on the Internet at

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. You should read the Partnership’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, price volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas and political, economic and regulatory conditions in the U. S. and abroad. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

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AmeriGas Issues Earnings Guidance and Agenda for Analyst Day Page 2

The following table includes a reconciliation of forecasted net income to forecasted EBITDA for the fiscal years ending September 30, 2008 and September 30, 2009:

(in thousands)

    Forecast   Forecast
    Fiscal   Fiscal
    Year   Year
    Ending   Ending
    September 30,   September 30,
    2008   2009
Net income (estimate)
  $ 154,000     $ 164,000  
Interest expense (estimate)
    73,000       72,000  
Income tax expense (estimate)
    2,000       2,000  
Depreciation (estimate)
    76,000       77,000  
Amortization (estimate)
    5,000       5,000  
EBITDA (estimate)
  $ 310,000     $ 320,000  

Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) should not be considered as an alternative to net income (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United State (“GAAP”). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with other companies within the propane industry and (2) assess its ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from that used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income for the relevant years.

AP-08 ### 10/15/08