8-K

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

Date of Report (Date of earliest event reported): July 8, 2013

AmeriGas Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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))

Item 2.02 Results of Operations and Financial Condition.

On July 8, 2013, AmeriGas Propane, Inc., the general partner (the “General Partner”) of AmeriGas Partners, L.P. (the “Partnership”), issued a press release referencing expectations for the third quarter of fiscal 2013 and updating its previously-stated guidance for fiscal 2013. A copy of the General Partner’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is incorporated herein by reference.

Item 8.01 Other Events.

On July 8, 2013, the General Partner issued a press release announcing that Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P., has commenced an offering, subject to market and other conditions, of 6,000,000 Partnership common units. A copy of the General Partner’s press release is included as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished herewith:

99.1 Press Release dated July 8, 2013 announcing updated guidance.

The following exhibit is included herein:

99.2 Press Release dated July 8, 2013 announcing the common units offering.

SIGNATURES

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.
July 8, 2013	By:	/s/ Monica M. Gaudiosi
		Name: Monica M. Gaudiosi
		Title: Vice President and Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated July 8, 2013 announcing updated guidance.
99.2	Press Release dated July 8, 2013 announcing the common units offering.

EX-99.1

Exhibit 99.1

Contact: 610-337-7000 Simon Bowman, ext. 3645 Shelly Oates, ext 3202 For Immediate Release: July 8, 2013

AmeriGas Partners Updates Guidance

VALLEY FORGE, Pa., July 8 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), today updated its previously-provided earnings guidance. Jerry E. Sheridan, chief executive officer of AmeriGas, said, “Forecasted third quarter results are in line with our expectations and significantly stronger than the third quarter of fiscal 2012. In addition, we have thus far achieved every major milestone set for the Heritage Propane integration and we remain on track to complete the integration by the end of fiscal 2013. Given our results thus far and our current assessment of business conditions for the fourth quarter, we anticipate Adjusted EBITDA for fiscal 2013 to be in the range of $620 million to $635 million.”

Adjusted EBITDA is a non-GAAP financial measure defined herein as earnings before interest expense, income taxes, depreciation and amortization and Heritage Propane acquisition and transition costs and expenses. Management believes the presentation of this measure provides useful information to investors to more effectively evaluate the year-over-year results of operations of the Partnership. This measure is not comparable to measures used by other entities and should only be considered in conjunction with net income attributable to AmeriGas Partners, L.P. A reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure is included on the last page of this press release.

About AmeriGas

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from over 2,100 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P. owns 32% of the Partnership and the public owns the remaining 42%.

Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com.

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, cost volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, political, economic and regulatory conditions in the U.S. and abroad, and our ability to successfully integrate Heritage Propane and achieve anticipated synergies. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

AP-08 ### 7/8/13

Reconciliation of Non-GAAP financial measures

The following table includes a reconciliation of net income attributable to AmeriGas Partners, L.P. to EBITDA and Adjusted EBITDA for the forecasted period utilizing the midpoint of the Adjusted EBITDA forecast (in thousands):

	Forecast Fiscal Year Ending September 30, 2013
Net income attributable to AmeriGas Partners, L.P. (estimate)	$	233,500
Interest expense (estimate)		166,000
Income tax expense (estimate)		1,000
Depreciation (estimate)		158,000
Amortization (estimate)		44,000
EBITDA (1)	$	602,500
Transition expenses (estimate)		25,000
Adjusted EBITDA (1)	$	627,500

(1) Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA should not be considered as alternatives to net income attributable to AmeriGas Partners, L.P. (as indicators of operating performance) and are not measures of performance or financial condition under accounting principles generally accepted in the United States (“GAAP”). Management believes EBITDA and Adjusted EBITDA are meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA and Adjusted EBITDA may be different from those 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. Management uses Adjusted EBITDA to exclude from AmeriGas Partners’ EBITDA gains and losses that competitors do not necessarily have to provide additional insight into the comparison of year-over-year profitability to that of other master limited partnerships. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA and Adjusted EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant periods.

Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership which is one of UGI Corporation’s reportable segments. UGI Corporation discloses the Partnership’s EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment.

EX-99.2

Exhibit 99.2

Contact: 610-337-7000 Simon Bowman, ext. 3645 Shelly Oates, ext 3202 For Immediate Release: July 8, 2013

Energy Transfer Affiliate to offer 6 million AmeriGas Common Units

VALLEY FORGE, Pa., July 8—AmeriGas Partners, L.P. (NYSE: APU) announced today that Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P., has commenced a public underwritten offering, subject to market and other conditions, of 6,000,000 AmeriGas common units that it currently holds.

Morgan Stanley, Barclays, UBS Investment Bank, Credit Suisse, Deutsche Bank Securities, J.P. Morgan, and Wells Fargo Securities will act as joint book-running managers for the common units offering. RBC Capital Markets and Janney Montgomery Scott will act as senior co-managers. Pursuant to an option to purchase, the underwriters may purchase up to 900,000 additional common units from Heritage ETC, L.P.

When available, a copy of the prospectus supplement relating to the offering may be obtained from:

Morgan Stanley Attn: Prospectus Department 180 Varick Street 2nd Floor, New York, NY, 10014 Email: prospectus@morganstanley.com Phone: (866) 718-1649	Barclays c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Email: Barclaysprospectus@broadridge.com Phone: (888) 603-5847
UBS Investment Bank Attn: Prospectus Department 299 Park Avenue New York, NY 10171 Phone: (888) 827-7275	Credit Suisse Attn: Prospectus Department One Madison Avenue, 1B New York, NY 10010 Phone: (800) 221-1037
Deutsche Bank Securities ATTN: Prospectus Group 60 Wall Street New York, NY 10005-2836 Email: prospectus.CPDG@db.com Phone: (800) 503-4611	J.P. Morgan c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Telephone: (866) 803-9204

-More-

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Energy Transfer Affiliate to offer 6 million AmeriGas Common Units

Wells Fargo Securities

Attn: Equity Syndicate Dept.

375 Park Avenue

New York, NY 10152

Email: cmclientsupport@wellsfargo.com

Phone: (800) 326-5897

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, common units in any jurisdiction in which such an offer or solicitation, or the sale of common units, would be unlawful without registration or qualification under the securities laws of such jurisdiction. Any offer to sell, or solicitation of an offer to buy, will be made solely by means of a prospectus and related prospectus supplement filed with the SEC.

About AmeriGas Partners, L.P.

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from approximately 2,100 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. Prior to this offering, Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P., owns 32% of the Partnership and the public owns the remaining 42%.

AP-09 * * * 7/8/13