<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

                         Commission file number 1-13692
                       Commission file number 33-92734-01

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
           (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

           Delaware                                23-2787918
           Delaware                                23-2800532
  (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:

                                                   NAME OF EACH EXCHANGE
          TITLE OF CLASS                             ON WHICH REGISTERED

Common Units representing                         New York Stock Exchange, Inc.
   limited partner interests

SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:                                       None

INDICATE BY CHECK MARK WHETHER EACH REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES  X . NO    .
                                              ---     ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]

The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on December 1, 1999 was approximately
$282,351,507. At December 1, 1999 there were outstanding 32,078,293 Common Units
and 9,891,072 Subordinated Units, each representing limited partner interests.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 1999 are incorporated by
reference in Part II of this Form 10-K.
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I                         BUSINESS                                                                  PAGE
<S>                            <C>                                                                       <C>
        Items 1 and 2          Business and Properties..................................................   1

        Item 3                 Legal Proceedings........................................................   9

        Item 4                 Submission of Matters to a Vote of
                               Security Holders........................................................   10

PART II                        SECURITIES AND FINANCIAL INFORMATION

        Item 5                 Market for Registrant's Common Equity
                               and Related Security Holder Matters.....................................   10

        Item 6                 Selected Financial Data.................................................   12

        Item 7                 Management's Discussion and Analysis of Financial
                               Condition and Results of Operations.....................................   13

        Item 7A                Quantitative and Qualitative Disclosures About
                               Market Risk.............................................................   24

        Item 8                 Financial Statements and Supplementary
                               Data....................................................................   24

        Item 9                 Changes in and Disagreements with Accountants
                               on Accounting and Financial Disclosure..................................   24

PART III          MANAGEMENT AND SECURITY HOLDERS

        Item 10                Directors and Executive Officers of the
                               General Partner.........................................................   24

        Item 11                Executive Compensation..................................................   28

        Item 12                Security Ownership of Certain Beneficial
                               Owners and Management...................................................   37

        Item 13                Certain Relationships and Related
                               Transactions............................................................   41

PART IV           ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS

        Item 14                Exhibits, Financial Statement Schedules
                               and Reports on Form 8-K.................................................   42

                               Signatures..............................................................   47

                               Index to Financial Statements
                               and Financial Statement Schedules......................................   F-2
</TABLE>

                                      (i)
<PAGE>   3
PART I:  BUSINESS

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

GENERAL

         AmeriGas Partners, L.P. ("AmeriGas Partners") is a publicly traded
Delaware limited partnership formed on November 2, 1994. We are the largest
retail propane distributor in the United States based on fiscal year 1999 retail
sales volume of 783 million gallons. We serve approximately 969,000 residential,
commercial, industrial, agricultural and motor fuel customers from approximately
600 district locations in 46 states. Our operations are located primarily in the
Northeast, Southeast, Great Lakes and West Coast regions of the United States.

         We conduct our business principally through our subsidiary, AmeriGas
Propane, L.P. (the "Operating Partnership"), a Delaware limited partnership. On
April 19, 1995, the Operating Partnership acquired the propane distribution
businesses and assets of AmeriGas Propane, Inc., AmeriGas Propane-2, Inc.
(collectively, "AGP") and Petrolane Incorporated ("Petrolane") (collectively,
the "Predecessors"). These acquisitions took place concurrently with the initial
public offering of our common units. The common units, which represent limited
partner interests, are traded on the New York Stock Exchange under the symbol
"APU." Our executive offices are located at 460 North Gulph Road, King of
Prussia, Pennsylvania 19406, and our telephone number is (610) 337-7000. In this
report, the terms "Partnership" and "AmeriGas Partners," as well as the terms
"our," "we," and "its," are used sometimes as abbreviated references to AmeriGas
Partners, L.P. itself or AmeriGas Partners, L.P. and its consolidated
subsidiaries, including the Operating Partnership.

         AmeriGas Propane, Inc. is our general partner (the "General Partner").
The General Partner is a wholly owned subsidiary of UGI Corporation ("UGI"), a
public company listed on the New York and Philadelphia stock exchanges. Through
various subsidiaries, UGI has been in the propane distribution business for over
40 years. The General Partner and its subsidiary Petrolane own an aggregate
56.4% limited partner interest in the Partnership. In addition, the General
Partner owns an aggregate 2% general partner interest. The General Partner is
responsible for managing our operations.

         Our subsidiary, AmeriGas Finance Corp. ("AmeriGas Finance"), a Delaware
corporation, was formed on March 13, 1995. It serves as co-obligor for certain
of our senior notes. AmeriGas Finance has nominal assets and does not conduct
any operations. This report contains no discussion of the results of operations,
liquidity or capital resources of AmeriGas Finance. Its executive offices are
located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and its
telephone number is (610) 337-7000.



                                      -1-
<PAGE>   4
BUSINESS STRATEGY

         Our strategy is to expand operations and increase market share through
internal growth and the acquisition of local and regional propane distributors.
Internal growth will be provided in part from expansion of our PPX Prefilled
Propane Xchange(R) and National Accounts programs. In addition, we believe
opportunities also exist to grow our business internally through marketing
programs designed to increase targeted customer segments. Acquisitions are also
an important part of our strategy, because the demand for propane is expected to
remain relatively constant for the foreseeable future, with year-to-year
industry volumes being affected primarily by weather patterns.

         In fiscal year 1999, we acquired a total of six propane operations with
aggregate annual retail sales of approximately 4.0 million gallons. The
competition for acquisitions among publicly traded master limited partnerships
engaged in the propane distribution business has intensified in recent years.
Although we believe there are numerous potential acquisition candidates in the
industry, there can be no assurance that we will find attractive candidates in
the future, or that we will be able to acquire such candidates on economically
acceptable terms.

HISTORY OF THE PARTNERSHIP'S OPERATIONS

         AmeriGas, Inc. ("AmeriGas"), a wholly owned subsidiary of UGI, began
propane distribution operations in 1959. In the ten fiscal years preceding the
Partnership's formation, AGP, a subsidiary of AmeriGas, experienced significant
growth through the acquisition of over 30 propane companies, including Cal Gas
Corporation ("Cal Gas"), which was a major national propane distributor. In
July, 1993, AmeriGas purchased a significant equity interest in Petrolane. At
the time they were acquired, Cal Gas and Petrolane had annual revenues from
propane sales that were approximately three times and one and one-half times,
respectively, those of AGP.

GENERAL INDUSTRY INFORMATION

         Propane is separated from crude oil during the refining process and
also extracted from natural gas or oil wellhead gas at processing plants.
Propane is normally transported and stored in a liquid state under moderate
pressure or refrigeration for economy and ease of handling in shipping and
distribution. When the pressure is released or the temperature is increased, it
is usable as a flammable gas. Propane is colorless and odorless; an odorant is
added to allow its detection. Propane is clean burning, producing negligible
amounts of pollutants when properly consumed.

         The primary customers for propane are residential, commercial,
agricultural, motor fuel and industrial users to whom natural gas is not readily
available. Propane is typically more expensive than natural gas, competitive
with fuel oil when operating efficiencies are taken into account and, in most
areas, cheaper than electricity on an equivalent energy basis. Several states
have adopted or are considering proposals that would substantially deregulate
the generation portion of the electric utility industry and thereby permit
retail electric customers to choose their electric supplier. While proponents of
electric utility deregulation believe that competition will ultimately reduce
the cost of electricity, we are unable to predict the extent to which the price
of electricity may drop. Therefore, we cannot predict the ultimate impact that
electric utility deregulation may have on propane's existing competitive price
advantage over electricity.


                                      -2-
<PAGE>   5
PRODUCTS, SERVICES AND MARKETING

         As of September 30, 1999, the Partnership distributed propane to
approximately 969,000 customers from approximately 600 district locations in 46
states. The Partnership's operations are located primarily in the Northeast,
Southeast, Great Lakes and West Coast regions of the United States. The
Partnership also sells, installs and services propane appliances, including
heating systems. In certain markets, the Partnership also installs and services
propane fuel systems for motor vehicles. Typically, district locations are found
in suburban and rural areas where natural gas is not available. Districts
generally consist of an office, appliance showroom, warehouse and service
facilities, with one or more 18,000 to 30,000 gallon storage tanks on the
premises. As part of its overall transportation and distribution infrastructure,
the Partnership operates as an interstate carrier in 48 states throughout the
United States. It is also licensed as a carrier in Canada.

         The Partnership sells propane primarily to five markets: residential,
commercial/industrial, motor fuel, agricultural and wholesale. Approximately 80%
of the Partnership's 1999 fiscal year sales (based on gallons sold) were to
retail accounts (33% to residential customers, 29% to industrial/commercial
customers, 11% to motor fuel customers and 7% to agricultural customers), and
approximately 20% were to wholesale customers. Sales to residential customers in
fiscal 1999 represented approximately 41% of retail gallons sold and 50% of the
Partnership's total propane margin. No single customer accounts for 1% or more
of the Partnership's consolidated revenues.

         In the residential market, which includes both conventional and mobile
homes, propane is used primarily for home heating, water heating and cooking
purposes. Commercial users, which include motels, hotels, restaurants and retail
stores, generally use propane for the same purposes as residential customers.
Our PPX Prefilled Propane Xchange(R) program ("PPX(R)") enables consumers to
exchange their empty 20-pound propane barbecue grill cylinders at various retail
locations such as home centers and convenience stores. Sales of PPX(R) cylinders
to retailers are included in the commercial/industrial market. Industrial
customers use propane to fire furnaces, as a cutting gas and in other process
applications. Other industrial customers are large-scale heating accounts and
local gas utility customers who use propane as a supplemental fuel to meet peak
load deliverability requirements. As a motor fuel, propane is burned in internal
combustion engines that power over-the-road vehicles, forklifts and stationary
engines. Agricultural uses include tobacco curing and crop drying.

         Retail deliveries of propane are usually made to customers by means of
bobtail and rack trucks. Propane is pumped from the bobtail truck, which
generally holds 2,400 to 3,000 gallons of propane, into a stationary storage
tank on the customer's premises. The Partnership owns most of these storage
tanks and leases them to its customers. The capacity of these tanks ranges from
approximately 100 gallons to approximately 1,200 gallons.

         The Partnership also delivers propane to retail customers in portable
cylinders with capacities of 5 to 30 gallons. Some of these deliveries are made
to the customer's location, where empty cylinders are either picked up for
replenishment or filled in place. The Partnership continues to expand its PPX(R)
program. PPX(R) is available at approximately 6,000 retail locations throughout


                                      -3-
<PAGE>   6
the country. In its wholesale operations, the Partnership principally sells
propane to large industrial end-users and other propane distributors.

PROPANE SUPPLY AND STORAGE

         Supplies of propane from the Partnership's sources historically have
been readily available. During the year ended September 30, 1999, the
Partnership purchased over 65% of its propane from 10 suppliers, including the
Shell Oil companies (approximately 16%), Dynegy (approximately 15%), and the
Amoco companies (approximately 14%). Management believes that if supplies from
these sources were interrupted, the Partnership would be able to secure adequate
propane supplies from other sources without a material disruption of its
operations; however, the cost of procuring replacement supplies might be
materially higher and, at least on a short-term basis, margins could be
affected. Aside from Shell, Dynegy and Amoco, no single supplier provided more
than 10% of the Partnership's total propane supply in fiscal year 1999. In
certain market areas, however, some suppliers provide 70% to 80% of the
Partnership's requirements. Disruptions in supply in these areas could also have
an adverse impact on the Partnership's margins.

         The Partnership has over 200 sources of supply, and it also makes
purchases on the spot market. The Partnership purchases its propane supplies
from domestic and international suppliers. Over 80% of propane purchases by the
Partnership in the 1999 fiscal year were on a contractual basis under one- or
two-year agreements subject to annual review. More than 70% of the supply
contracts provide for pricing based upon posted prices at the time of delivery
or the current prices established at major storage points such as Mont Belvieu,
Texas, or Conway, Kansas. In addition, some agreements provide maximum and
minimum seasonal purchase volume guidelines. The percentage of contract
purchases, and the amount of supply contracted for at fixed prices, will vary
from year to year as determined by the General Partner. The Partnership uses a
number of interstate pipelines, as well as railroad tank cars, delivery trucks
and barges, to transport propane from suppliers to storage and distribution
facilities. The Partnership stores propane at facilities in Arizona, Rhode
Island, Utah and several other locations.

         Because the Partnership's profitability is sensitive to changes in
wholesale propane costs, the Partnership generally seeks to pass on increases in
the cost of propane to customers. There is no assurance, however, that the
Partnership will always be able to pass on product cost increases fully,
particularly when product costs rise rapidly. In fiscal year 1997, when the Mont
Belvieu price per gallon of propane more than doubled between April 1, 1996
($.34625) and December 16, 1996 ($.75), the Partnership was able to maintain its
profitability through the use of risk management techniques designed to control
product costs, and by passing product cost increases through to end users.

         The Partnership expects to be able to secure adequate product supply
for its customers during fiscal year 2000. Periods of severe cold weather,
supply interruptions, or other unforeseen events, however, could result in rapid
increases in product cost. The General Partner has adopted supply acquisition
and product price risk management practices to reduce the effect of price
volatility on product costs. These practices currently include the use of summer
storage, prepaid contracts for future product delivery and derivative commodity
instruments such as options and


                                      -4-
<PAGE>   7
propane price swaps. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Disclosures."

         The following graph shows the average prices of propane on the propane
spot market during the last five fiscal years at Mont Belvieu, Texas and Conway,
Kansas, two major storage areas.

                       AVERAGE PROPANE SPOT MARKET PRICES
                               (Cents per gallon)
<TABLE>
<CAPTION>
                               Mont Belvieu      Conway
                    <S>        <C>            <C>
                    Oct-94      $0.32.5952     $0.29.5298
                    Nov-94      $0.34.6063     $0.30.6938
                    Dec-94      $0.33.4345     $0.30.1607
                    Jan-95      $0.32.8338      $0.29.551
                    Feb-95      $0.31.8687     $0.28.9253
                    Mar-95      $0.32.8372     $0.30.0111
                    Apr-95      $0.32.3126     $0.30.0405
                    May-95      $0.32.7534     $0.31.2293
                    Jun-95       $0.31.842     $0.31.4955
                    Jul-95      $0.30.8108     $0.31.3834
                    Aug-95      $0.31.3433     $0.33.1724
                    Sep-95      $0.31.3608     $0.32.4765
                    Oct-95       $0.30.946     $0.32.7784
                    Nov-95      $0.30.9531     $0.32.7406
                    Dec-95      $0.35.3219     $0.38.1719
                    Jan-96           $0.36     $0.36.2415
                    Feb-96      $0.40.8563     $0.37.7688
                    Mar-96      $0.37.2292     $0.36.0119
                    Apr-96      $0.35.5744     $0.34.1071
                    May-96      $0.34.9233     $0.34.4773
                    Jun-96       $0.34.925     $0.36.3531
                    Jul-96      $0.35.6339     $0.37.2679
                    Aug-96      $0.38.4403     $0.37.9773
                    Sep-96      $0.47.0156     $0.44.7844
                    Oct-96      $0.51.5734     $0.51.5272
                    Nov-96      $0.58.0493     $0.63.4112
                    Dec-96      $0.61.0446     $0.84.2917
                    Jan-97      $0.47.4545      $0.63.392
                    Feb-97      $0.38.7105     $0.39.0197
                    Mar-97         $0.38.5     $0.37.2563
                    Apr-97       $0.34.875     $0.35.2614
                    May-97      $0.35.3095     $0.36.4762
                    Jun-97      $0.34.4286     $0.35.8631
                    Jul-97      $0.34.9063     $0.34.6278
                    Aug-97      $0.37.0268     $0.36.5268
                    Sep-97      $0.38.6786     $0.37.9524
                    Oct-97      $0.39.8261     $0.37.3207
                    Nov-97      $0.35.9479     $0.35.0035
                    Dec-97       $0.33.571     $0.31.3636
                    Jan-98      $0.30.0656     $0.28.2063
                    Feb-98      $0.29.7862     $0.28.3237
                    Mar-98      $0.27.3892     $0.27.8381
                    Apr-98      $0.29.0565     $0.29.4702
                    May-98      $0.27.4188     $0.27.8231
                    Jun-98      $0.24.4205     $0.24.8409
                    Jul-98      $0.24.5398     $0.24.5483
                    Aug-98      $0.24.1161     $0.23.8661
                    Sep-98      $0.24.8304     $0.24.0417
                    Oct-98      $0.25.7188     $0.24.5682
                    Nov-98      $0.24.7862     $0.23.2007
                    Dec-98      $0.20.8949     $0.18.7188
                    Jan-99      $0.21.7467     $0.19.6086
                    Feb-99      $0.22.4342     $0.20.5822
                    Mar-99      $0.24.1005     $0.23.4022
                    Apr-99      $0.28.2619     $0.27.5774
                    May-99      $0.28.3063     $0.26.8813
                    Jun-99      $0.30.9517      $0.28.679
                    Jul-99      $0.37.2619      $0.34.622
                    Aug-99      $0.40.5085     $0.37.5597
                    Sep-99      $0.43.1786     $0.42.4048
</TABLE>

COMPETITION

         Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. Propane distributors compete for customers
against suppliers of electricity, fuel oil and natural gas, principally on the
basis of price, service, availability and portability. Electricity is a major
competitor of propane, but propane generally enjoys a competitive price
advantage over electricity for space heating, water heating and cooking. As
previously stated, we are unable to predict the ultimate impact that the
deregulation of electric generation may have on propane's current competitive
price advantage. Since the 1970s, many new homes have been built to use
electrical heating systems and appliances. Fuel oil is also a major competitor
of propane and is generally less expensive than propane. Operating efficiencies
and other factors such as air quality and environmental advantages, however,
generally make propane competitive with fuel oil as a heating source. Furnaces
and appliances that burn propane will not operate on fuel oil, and vice versa,
and, therefore, a conversion from one fuel to the other requires the
installation of new equipment. Propane serves as an alternative to natural gas
in rural and suburban areas where natural gas is unavailable or portability of
product is required. Natural gas is generally a less expensive source of energy
than propane, although in areas where natural gas is available, propane is used
for certain industrial and commercial applications and as a standby fuel during
interruptions in natural


                                      -5-
<PAGE>   8
gas service. The gradual expansion of the nation's natural gas distribution
systems has resulted in the availability of natural gas in some areas that
previously depended upon propane. However, natural gas pipelines are not present
in many regions of the country where propane is sold for heating and cooking
purposes.

         The domestic propane retail distribution business is highly
competitive. The Partnership competes in this business with other large propane
marketers, including other full-service marketers, and thousands of small
independent operators. In recent years, some rural electric cooperatives and
fuel oil distributors have expanded their businesses to include propane
distribution and the Partnership competes with them as well. Based on the most
recent annual survey by the American Petroleum Institute, the 1997 domestic
retail market for propane (annual sales for other than chemical uses) was
approximately 10.3 billion gallons and, based on LP-GAS magazine rankings, 1998
sales volume of the ten largest propane companies (including AmeriGas Partners)
represented approximately 40% of domestic retail sales. Management believes the
Partnership's 1999 retail volume represents approximately 8% of the domestic
retail market. The ability to compete effectively depends on supplying customer
service, maintaining competitive retail prices and controlling operating
expenses.

         Competition can intensify in response to a variety of factors,
including significantly warmer-than-normal weather, higher prices resulting from
extraordinary increases in the cost of propane, and recessionary economic
factors. The Partnership may experience greater than normal customer losses in
certain years when competitive conditions reflect any of these factors.

         In the motor fuel market, propane competes with gasoline and diesel
fuel. When gasoline prices are high relative to propane, propane competes
effectively. Wholesale propane distribution is a highly competitive, low margin
business. Propane sales to other retail distributors and large-volume,
direct-shipment industrial end users are price sensitive and frequently involve
a competitive bidding process.

PROPERTIES

         As of September 30, 1999, the Partnership owned approximately 81% of
its district locations. In addition, the Partnership subleases three one-million
barrel underground storage caverns in Arizona to store propane and butane for
itself and third parties. The Partnership also leases a 600,000 barrel
refrigerated, above-ground storage facility in California, which could be used
in connection with waterborne imports or exports of propane or butane. The
California facility, which the Partnership operates, is currently subleased to
several refiners for the storage of butane. In Rhode Island, the Partnership
leases storage with a 400,000 barrel capacity.

         The transportation of propane requires specialized equipment. The
trucks and railroad tank cars utilized for this purpose carry specialized steel
tanks that maintain the propane in a liquefied state. As of September 30, 1999,
the Partnership operated a fleet of approximately 150 transport trucks, 40% of
which are leased. It owned approximately 315 transport trailers and leased over
400 railroad tank cars. In addition, the Partnership fleet included over 2,400
bobtail and rack trucks, and approximately 1,800 other delivery and service
vehicles. Approximately 41% of these vehicles were owned. Other assets owned at
September 30, 1999 included more than one million stationary


                                      -6-
<PAGE>   9
storage tanks with typical capacities of 100 to 1,000 gallons and over 1.1
million portable propane cylinders with typical capacities of 5 to 100 gallons.
The Partnership also owned more than 2,400 large volume tanks which are used for
its own storage requirements. Most of the Partnership's debt is secured by liens
and mortgages on the Partnership's real and personal property.

TRADE NAMES, TRADE AND SERVICE MARKS

         The Partnership markets propane principally under the "AmeriGas(R),"
"America's Propane Company(R)" and "PPX Prefilled Propane Xchange(R)" trade
names and related service marks. UGI owns, directly or indirectly, all the
right, title and interest in the "AmeriGas" and "Petrolane(R)" trade names and
related trade and service marks. The General Partner owns all right, title and
interest in the "America's Propane Company" and "PPX Prefilled Propane Xchange"
trade names and related service marks. The Partnership has an exclusive (except
for use by UGI, AmeriGas, Inc. and the General Partner), royalty-free license to
use these names and trade and service marks. UGI, Petrolane Incorporated and the
General Partner each has the option to terminate its respective license
agreement on 12 months prior notice (immediately in the case of the General
Partner), without penalty, if the General Partner is removed as general partner
of the Partnership other than for cause. If the General Partner ceases to serve
as the general partner of the Partnership for cause, Petrolane and the General
Partner each has the option to terminate its license agreement upon payment of a
fee equal to the fair market value of the licensed trade names. UGI has a
similar termination option, however, UGI must provide 12 months prior notice in
addition to paying the fee.

         The General Partner has discontinued widespread use of the "Petrolane"
trade name and conducts Partnership operations almost exclusively under the
"AmeriGas," "America's Propane Company" and "PPX Prefilled Propane Xchange"
trade names and related service marks.

SEASONALITY

         Because many customers use propane for heating purposes, the
Partnership's retail sales volume is seasonal, with approximately 56% of the
Partnership's fiscal year 1999 retail sales volume and approximately 83% of its
earnings before interest expense, income taxes, depreciation and amortization
occurring during the five-month peak heating season from November through March.
As a result of this seasonality, sales are concentrated in the Partnership's
first and second fiscal quarters (October 1 through March 31). Cash receipts are
greatest during the second and third fiscal quarters when customers pay for
propane purchased during the winter heating season.

         Sales volume for the Partnership traditionally fluctuates from
year-to-year in response to variations in weather, prices, competition, customer
mix and other factors, such as conservation efforts and general economic
conditions. For historical information on national weather statistics, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

GOVERNMENT REGULATION

         The Partnership is subject to various federal, state and local
environmental, safety and transportation laws and regulations governing the
storage, distribution and transportation of


                                      -7-
<PAGE>   10
propane. These laws include, among others, the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), the Clean Air Act, the Occupational Safety and Health
Act, the Emergency Planning and Community Right to Know Act, the Clean Water Act
and comparable state statutes. CERCLA, also known as the "Superfund" law,
imposes joint and several liability on certain classes of persons considered to
have contributed to the release or threatened release of a "hazardous substance"
into the environment without regard to fault or the legality of the original
conduct. Propane is not a hazardous substance within the meaning of federal and
state environmental laws. However, the Partnership owns and operates real
property where such hazardous substances may exist. See Notes 2 and 9 to the
Company's Consolidated Financial Statements.

         All states in which the Partnership operates have adopted fire safety
codes that regulate the storage and distribution of propane. In some states
these laws are administered by state agencies, and in others they are
administered on a municipal level. The Partnership conducts training programs to
help ensure that its operations are in compliance with applicable governmental
regulations. With respect to general operations, National Fire Protection
Association Pamphlets No. 54 and No. 58, which establish a set of rules and
procedures governing the safe handling of propane, or comparable regulations,
have been adopted as the industry standard in a majority of the states in which
the Partnership operates. The Partnership maintains various permits under
environmental laws that are necessary to operate certain of its facilities, some
of which may be material to the operations of the Partnership. Management
believes that the procedures currently in effect at all of its facilities for
the handling, storage and distribution of propane are consistent with industry
standards and are in compliance in all material respects with applicable
environmental, health and safety laws.

         With respect to the transportation of propane by truck, the Partnership
is subject to regulations promulgated under the Federal Motor Carrier Safety
Act. These regulations cover the transportation of hazardous materials and are
administered by the United States Department of Transportation ("DOT"). During
1999, the Research and Special Programs Administration ("RSPA"), a division of
the DOT, issued new regulations applicable to cargo tanks used to transport
propane and procedures for loading propane on and off cargo tanks. Specific
provisions include, among other things, revised attendance requirements for
unloading propane and new requirements for emergency discharge control
equipment, such as remote control devices that enable the driver to stop the
unloading process at a distance from the vehicle and passive systems that will
shut down loading and unloading without human intervention. The Partnership is
in compliance with the new regulations and is evaluating the equipment that is
being developed to comply with the passive systems requirements that will become
effective in July 2001.

         The Natural Gas Safety Act of 1968 required the DOT to develop and
enforce minimum safety regulations for the transportation of gases by pipeline.
The DOT's pipeline safety code applies to, among other things, a propane gas
system which supplies 10 or more customers from a single source and a propane
gas system any portion of which is located in a public place. The code requires
operators of all gas systems to provide training and written instructions for
employees, establish written procedures to minimize the hazards resulting from
gas pipeline emergencies, and keep records of inspections and testing.


                                      -8-
<PAGE>   11
EMPLOYEES

         The Partnership does not directly employ any persons responsible for
managing or operating the Partnership. The General Partner provides these
services and is reimbursed for its direct and indirect costs and expenses,
including all compensation and benefit costs. At September 30, 1999, the General
Partner had 5,026 employees, including 277 temporary and part-time employees.
UGI also performs certain financial and administrative services for the General
Partner on behalf of the Partnership and is reimbursed by the Partnership for
its direct and indirect costs and expenses.


ITEM 3.  LEGAL PROCEEDINGS

         There are no material legal proceedings pending involving the
Partnership, any of its subsidiaries or any of their properties, and no such
proceedings are known to be contemplated by governmental authorities other than
claims arising in the ordinary course of the Partnership's business.



                                      -9-
<PAGE>   12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the last
fiscal quarter of the 1999 fiscal year.


PART II: SECURITIES AND FINANCIAL INFORMATION


ITEM 5.  MARKET FOR REGISTRANT'S COMMON UNITS
         AND RELATED SECURITY HOLDER MATTERS

         Each common unit ("Common Unit") represents a limited partner interest.
The Common Units are listed on the New York Stock Exchange, which is the
principal trading market for such securities, under the symbol "APU." The
following table sets forth, for the periods indicated, the high and low sale
prices per Common Unit, as reported on the New York Stock Exchange Composite
Transactions tape, and the amount of cash distributions paid per Common Unit.


<TABLE>
<CAPTION>
                                                               PRICE RANGE                       CASH
1999 FISCAL YEAR                                          HIGH              LOW               DISTRIBUTION
<S>                                                    <C>              <C>                      <C>
Fourth Quarter                                         $20.5625         $18.3125                 $0.55
Third Quarter                                           22.1250          18.8750                  0.55
Second Quarter                                          25.1250          17.0000                  0.55
First Quarter                                           26.0000          21.5000                  0.55
</TABLE>


<TABLE>
<CAPTION>
                                                               PRICE RANGE                       CASH
1998 FISCAL YEAR                                         HIGH              LOW                DISTRIBUTION

<S>                                                    <C>              <C>                      <C>
Fourth Quarter                                         $25.0625         $21.0000                 $0.55
Third Quarter                                           26.4375          22.7500                  0.55
Second Quarter                                          27.0000          24.3750                  0.55
First Quarter                                           27.2500          23.3750                  0.55
</TABLE>


------------------------------------------------------------------------------

         As of December 1, 1999, there were 1,289 record holders of the
Partnership's Common Units. There is no established public trading market for
the Partnership's subordinated units, representing limited partner interests
("Subordinated Units"). The Partnership makes quarterly distributions to its
partners in an aggregate amount equal to its Available Cash, as defined in the
Amended and Restated Agreement of Limited Partnership of AmeriGas Partners,
L.P., which is filed as an exhibit to this report. Available Cash generally
means, with respect to any fiscal quarter of the Partnership, all cash on hand
at the end of such quarter, plus all additional cash on hand as of the date of
determination resulting from borrowings subsequent to the end of such quarter,
less the


                                      -10-
<PAGE>   13
amount of cash reserves established by the General Partner in its reasonable
discretion for future cash requirements. Certain reserves are maintained to
provide for the payment of principal and interest under the terms of the
Partnership's debt agreements and other reserves may be maintained to provide
for the proper conduct of the Partnership's business, and to provide funds for
distribution during the next four fiscal quarters. The information concerning
restrictions on distributions required by Item 5 of this report is incorporated
herein by reference to Notes 3 and 4 to the Partnership's Consolidated Financial
Statements which are incorporated herein by reference. Distributions of
Available Cash to the holders of Subordinated Units are subject to the prior
rights of holders of the Common Units to receive the Minimum Quarterly
Distribution ("MQD") for each quarter during the subordination period, and to
receive any arrearages in the distribution of the MQD on the Common Units for
prior quarters during the subordination period. The subordination period will
not end earlier than April 1, 2000. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."



                                      -11-
<PAGE>   14
ITEM  6.  SELECTED  FINANCIAL  DATA
<TABLE>
<CAPTION>

                                                                                                             April 19
                                                                           Year Ended                           to
                                                                          September 30,                    September 30,
                                                --------------------------------------------------------   -----------
                                                    1999            1998           1997           1996        1995 (a)
                                                -----------    -----------    -----------    -----------   -----------
                                                                   (Thousands of dollars, except per unit)
FOR  THE  PERIOD:
INCOME STATEMENT DATA:
<S>                                             <C>            <C>            <C>            <C>           <C>
      Revenues                                  $   872,535    $   914,378    $ 1,077,825    $ 1,013,225   $   269,500
      Operating income (loss)                        92,646         87,918        110,373         72,866       (20,088)
      Income (loss) before income taxes              26,061         21,729         44,715         10,084       (47,400)
      Net income (loss)                              25,635         21,402         43,980         10,238       (47,107)
      Limited partners' interest
         in net income (loss)                        25,379         21,188         43,540         10,136       (46,636)
      Income (loss) per limited partner
         unit - basic and diluted                      0.61           0.51           1.04           0.24         (1.12)
      Cash distributions declared                      2.20           2.20           2.20           2.20          .446

AT  PERIOD  END:
BALANCE SHEET DATA:
      Current assets                            $   140,569    $   133,346    $   183,091    $   199,452   $   199,438
      Total assets                                1,196,461      1,217,216      1,318,661      1,360,292     1,423,615
      Current liabilities (excluding debt)          148,513        144,229        146,449        157,182       126,270
      Total debt                                    766,725        718,994        718,728        707,453       657,726
      Minority interest                               3,380          4,049          5,043          5,497         6,704
      Partners' capital                             234,041        299,875        397,537        442,236       560,959

OTHER DATA:
      EBITDA  (b)                               $   157,524    $   151,143    $   172,377    $   134,497   $     6,497
      Capital expenditures (including
         capital leases)                        $    34,577    $    31,577    $    24,470    $    21,908   $    11,282
      Retail propane gallons sold (millions)          783.2          785.3          807.4          855.4         243.6
      Degree days - % (warmer) colder
           than normal (c)                             (9.9)          (8.7)          (1.2)           1.7          N.M.
</TABLE>

      N.M. - Not Meaningful.

(a)  Represents financial data for the period April 19, 1995, the date the
     Partnership commenced operations, through September 30, 1995.

(b)  EBITDA (earnings before interest expense, income taxes, depreciation and
     amortization) should not be considered as an alternative to net income (as
     an indicator of operating performance) or as an alternative to cash flow
     (as a measure of liquidity or ability to service debt obligations) and is
     not a measure of performance or financial condition under generally
     accepted accounting principles.

(c)  Based upon national weather statistics provided by the National Oceanic and
     Atmospheric Administration (NOAA) for 335 airports in the continental U.S.


                                       -12-


<PAGE>   15


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


ANALYSIS OF RESULTS OF OPERATIONS

The following analysis compares the Partnership's results of operations for (1)
the year ended September 30, 1999 ("Fiscal 1999") with the year ended September
30, 1998 ("Fiscal 1998") and (2) Fiscal 1998 with the year ended September 30,
1997 ("Fiscal 1997").




                                      -13-
<PAGE>   16


The following table provides gallon, weather and certain financial information
for the Partnership:


                             AmeriGas Partners, L.P.
                  (Millions, except per gallon and percentages)



<TABLE>
<CAPTION>
                                                        Year Ended September 30,
                                               --------------------------------------------
                                                  1999             1998            1997
                                               ------------     ------------    -----------
<S>                                             <C>             <C>             <C>

Gallons sold:
       Retail                                        783.2            785.3          807.4
       Wholesale                                     190.6            205.1          218.6
                                               ------------     ------------    -----------
                                                     973.8            990.4        1,026.0
                                               ============     ============    ===========

Revenues:
       Retail propane                              $ 709.8          $ 746.1        $ 868.2
       Wholesale propane                              75.3             88.5          126.0
       Other                                          87.4             79.8           83.6
                                               ------------     ------------    -----------
                                                   $ 872.5          $ 914.4       $1,077.8
                                               ============     ============    ===========


Total propane margin (a)                           $ 431.1          $ 423.9        $ 430.2
Total margin (a)                                   $ 481.8          $ 470.6        $ 477.4
EBITDA (b)                                         $ 157.6          $ 151.1        $ 172.4
Operating income                                   $  92.6          $  87.9        $ 110.4
Degree days - % warmer
       than normal ( c)                               9.9%             8.7%           1.2%
</TABLE>





(a)  Revenues less related cost of sales.

(b)  EBITDA (earnings before interest expense, income taxes, depreciation and
     amortization) should not be considered as an alternative to net income (as
     an indicator of operating performance) or as an alternative to cash flow
     (as a measure of liquidity or ability to service debt obligations) and is
     not a measure of performance or financial condition under generally
     accepted accounting principles.

(c)  Based upon national weather statistics provided by the National Oceanic and
     Atmospheric Administration (NOAA) for 335 airports in the continental U.S.



                                      -14-
<PAGE>   17

PARTNERSHIP RESULTS OF OPERATIONS

FISCAL 1999 COMPARED WITH FISCAL 1998

Temperatures during the heating season have a significant impact on our propane
retail sales volumes because many of our customers use propane for heating
purposes. For the second year in a row, significantly warmer than normal weather
impacted the Partnership's results. Based upon national weather data,
temperatures in Fiscal 1999 were 9.9% warmer than normal and 1.3% warmer than in
Fiscal 1998. Retail volumes of propane sold were slightly lower in Fiscal 1999
primarily as a result of a 7.3 million decline in agricultural gallons as a dry
autumn reduced demand for crop drying. Partially offsetting the decrease in
agricultural gallons were higher motor fuel sales, increased gallons sold
through our PPX Prefilled Propane Xchange(R) program, and, notwithstanding
the warmer weather, higher sales to residential customers. During Fiscal 1999,
we targeted for growth the higher-margin residential heating customer market
which resulted in residential volume growth despite the warmer weather.

Total revenues from retail propane sales declined $36.3 million in Fiscal 1999
due primarily to lower average selling prices. The lower average selling prices
resulted from lower propane product costs. Wholesale propane revenues declined
$13.2 million reflecting (1) a $6.9 million decrease as a result of lower
average wholesale prices and (2) a $6.3 million decrease as a result of lower
wholesale volumes sold. Nonpropane revenues increased $7.6 million in Fiscal
1999 reflecting higher appliance and cylinder sales, increased terminal and
hauling revenues, and greater customer fee revenues. Cost of sales declined
$53.0 million primarily as a result of lower propane product costs.

Total margin increased $11.2 million in Fiscal 1999 due to (1) slightly higher
average retail unit margin per gallon, (2) greater total margin from our PPX
Prefilled Propane Xchange(R) program, and (3) an increase in total margin
from appliance sales, customer fees and hauling and terminal revenue.

EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) and operating income were higher in Fiscal 1999 as a result of (1)
the higher total margin and (2) higher other income. These increases were
partially offset by an increase in operating expenses. Other income, net, in the
prior year included a $4.0 million loss from two interest rate protection
agreements entered into to reduce interest rate exposure associated with an
anticipated debt refinancing. When we postponed the refinancing due to
volatility in the corporate debt markets, we recorded a loss on these interest
rate agreements. Operating expenses of the Partnership were $329.6 million in
Fiscal 1999 compared with $320.2 million in Fiscal 1998. Operating expenses in
Fiscal 1998 are net of (1) $2.7 million of income from lower required accruals
for environmental matters and (2) $2.0 million of income from lower required
accruals for property taxes. Excluding the impact of these items in the prior
year, operating expenses increased $4.7 million in Fiscal 1999 principally due
to expenses associated with new business initiatives. Continued attention to
controlling our operating expenses resulted in our total base business expenses,
which exclude expenses associated with new business initiatives, remaining
essentially unchanged.



                                      -15-
<PAGE>   18

FISCAL 1998 COMPARED WITH FISCAL 1997

Retail and wholesale volumes sold in Fiscal 1998 were lower due to warmer
heating-season weather. Weather in Fiscal 1998 was 8.7% warmer than normal
compared to weather that was 1.2% warmer than normal in Fiscal 1997. In
particular, the critical heating-season period of January and February 1998 was
the warmest in more than 100 years.

Total revenues from our retail propane sales were $746.1 million in Fiscal 1998,
a decrease of $122.1 million from Fiscal 1997. The decrease includes $98.3
million from a reduction in average selling prices and $23.8 million from the
lower retail volumes sold. Our wholesale propane revenues in 1998 decreased
$37.5 million to $88.5 million due to lower Fiscal 1998 selling prices and lower
volumes. The lower average retail and wholesale selling prices were due to
significantly lower propane product costs. Other revenues were $79.8 million in
Fiscal 1998, a decrease of $3.8 million, due in large part to reduced terminal
and storage revenues and lower appliance sales revenues. Propane cost of sales
declined in Fiscal 1998 as a result of the lower volumes sold and lower propane
product costs.

Total margin declined $6.8 million in Fiscal 1998 due to the lower retail
volumes sold. The decline in Fiscal 1998 total margin resulting from the lower
sales was partially offset by slightly higher average retail unit margin. The
higher average unit margin in Fiscal 1998 principally resulted from the lower
propane product costs.

The decrease in Fiscal 1998 operating income and EBITDA reflects (1) lower other
income, (2) a decrease in total propane margin, and (3) slightly higher
operating expenses. Other income, net, in Fiscal 1998 includes a $4.0 million
loss from two interest rate protection agreements entered into to reduce
interest rate exposure associated with an anticipated refinancing of the
Operating Partnership's Acquisition Facility in late Fiscal 1998. Other income
in Fiscal 1997 includes (1) $4.7 million from the sale of the Partnership's 50%
interest in Atlantic Energy, Inc., a storage terminal facility in Chesapeake,
Virginia, (2) higher customer finance charges, and (3) higher interest income.
Operating expenses of the Partnership were $320.2 million in Fiscal 1998
compared to $316.4 million in Fiscal 1997. Operating expenses in Fiscal 1998
include the benefit of (1) $2.7 million from lower required accruals for
environmental matters and (2) $2.0 million from lower required accruals for
property taxes. Excluding these items, operating expenses of the Partnership in
Fiscal 1998 were $8.5 million higher, an increase of 2.7%, primarily due to
incremental expenses associated with (1) acquisitions and (2) new business
activities including start-up locations and our PPX Prefilled Propane
Xchange(R) program. Excluding the impact of these new business activities,
our base business total expenses were essentially unchanged.


FINANCIAL CONDITION AND LIQUIDITY

CAPITALIZATION AND LIQUIDITY

The Operating Partnership's primary cash sources since its formation in 1995
have been (1) cash generated by operations, (2) borrowings under its Bank Credit
Agreement, and (3) the issuance of $70 million of long-term debt in Fiscal 1999.




                                      -16-
<PAGE>   19

The Operating Partnership's Bank Credit Agreement consists of (1) a $100 million
Revolving Credit Facility and (2) a $75 million Acquisition Facility. The
Revolving Credit Facility may be used for (1) working capital, (2) capital
expenditures, and (3) interest and distribution payments. Revolving Credit
Facility loans were $22 million at September 30, 1999 and $10 million at
September 30, 1998. The Operating Partnership's borrowing needs are seasonal,
and are typically greatest during the fall and early winter months due to higher
working capital needs. The Operating Partnership may borrow under its
Acquisition Facility to finance the purchase of propane businesses or propane
business assets. The Acquisition Facility operates like a revolving facility
until September 15, 2000. At that time, the total amount outstanding will
convert to a quarterly amortizing four-year term loan. Loans outstanding under
the Acquisition Facility at September 30, 1999 were $23 million, but the
Operating Partnership had the ability to borrow an additional $47 million based
upon eligible propane business and asset expenditures through that date.

The Operating Partnership also has a credit agreement with the General Partner
to borrow up to $20 million on an unsecured, subordinated basis, to fund (1)
working capital, (2) capital expenditures, and (3) interest and distribution
payments. UGI has agreed to contribute up to $20 million to the General Partner
to fund such borrowings.

The Partnership must maintain certain financial ratios in order to borrow under
the Bank Credit Agreement including a minimum interest coverage ratio and a
maximum debt to EBITDA ratio. The Partnership's ratios calculated as of
September 30, 1999 permit it to borrow up to the maximum amount available. For a
more detailed discussion of the Partnership's credit facilities, see Note 4 to
Consolidated Financial Statements.

The Partnership's management believes that cash flow from operations and Bank
Credit Agreement borrowings will be sufficient to satisfy its liquidity needs in
fiscal 2000.

PARTNERSHIP DISTRIBUTIONS

Since our formation in 1995, we have paid the MQD on all limited partner units
outstanding. The amount of Available Cash needed annually to pay the MQD on all
units and the general partner interests is approximately $94 million. A
reasonable proxy for the amount of cash available for distribution that is
generated by the Partnership can be calculated by subtracting (1) cash interest
expense and (2) capital expenditures needed to maintain operating capacity, from
the Partnership's EBITDA. Distributable cash flow as calculated for Fiscal 1999,
Fiscal 1998 and Fiscal 1997 is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Year Ended September 30,                                                1999                1998              1997
-------------------------------------------------------------------------------------------------------------------

(Millions of dollars)
<S>                                                                <C>                 <C>                 <C>
EBITDA (a)                                                         $  157.5            $  151.1            $  172.4
Cash interest expense (b)                                             (68.3)              (67.6)              (66.8)
Maintenance capital expenditures                                      (10.5)              (10.3)               (7.9)
-------------------------------------------------------------------------------------------------------------------
Distributable cash flow                                            $   78.7            $   73.2            $   97.7
-------------------------------------------------------------------------------------------------------------------

</TABLE>



                                      -17-
<PAGE>   20


(a)      EBITDA (earnings before interest expense, income taxes, depreciation
         and amortization) should not be considered as an alternative to net
         income (as an indicator of operating performance) or as an alternative
         to cash flow (as a measure of liquidity or ability to service debt
         obligations) and is not a measure of performance or financial condition
         under generally accepted accounting principles.

(b)      Interest expense adjusted for noncash items.

Although distributable cash flow is a reasonable estimate of the amount of cash
generated by the Partnership, it does not reflect changes in working capital
which can significantly affect cash available for distribution and it is not a
measure of performance or financial condition under generally accepted
accounting principles. Although the levels of distributable cash flow in Fiscal
1999 and 1998 were less than the full MQD, borrowings in Fiscal 1999 and cash
generated from changes in the Partnership's working capital in Fiscal 1998 were
more than sufficient to permit the Partnership to pay the full MQD. The ability
of the Partnership to pay the MQD on all units depends upon a number of factors.
These factors include (1) the level of Partnership earnings, (2) the cash needs
of the Partnership's operations (including cash needed for maintaining and
increasing operating capacity), (3) changes in operating working capital, and
(4) the Partnership's ability to borrow under its Bank Credit Agreement and
refinance maturing debt. Some of these factors are affected by conditions beyond
our control including weather, competition in markets we serve, and the cost of
propane.

CONVERSION OF SUBORDINATED UNITS

The AmeriGas Partners L.P. Amended and Restated Agreement of Limited Partnership
dated as of September 18, 1995 (Partnership Agreement) provides that a total of
4,945,537 of its Subordinated Units may convert into Common Units on the first
day after the distribution record date for any quarter ending on or after March
31, 1998, and an additional 4,945,537 Subordinated Units may convert on the
first day after the distribution record date for any quarter ending on or after
March 31, 1999, if as of such quarterly dates certain historical and projected
cash generation-based requirements are met. Because the required cash
generation-based objectives were achieved as of March 31, 1999, a total of
9,891,074 Subordinated Units held by the General Partner and a subsidiary were
converted to Common Units on May 18, 1999. The remaining 9,891,072
Subordinated Units we hold are eligible to convert to Common Units on the first
day after the record date for any quarter ending on or after March 31, 2000 in
respect of which certain historical cash generation-based requirements are met,
as defined in the Partnership Agreement. The ability of the Partnership to
attain these requirements will depend upon a number of factors including highly
seasonal operating results, changes in working capital, asset sales and the
Partnership's ability to borrow and refinance maturing debt. Based upon
projections assuming normal weather, it is reasonably possible that the
remaining 9,871,072 Subordinated Units could convert to Common Units during
fiscal 2000.

CASH FLOWS

OPERATING ACTIVITIES. Although Fiscal 1999 net income was greater than Fiscal
1998, cash flow from operating activities was $62.7 million lower as a result of
lower cash from changes in



                                      -18-
<PAGE>   21


operating working capital. Changes in working capital in Fiscal 1999 used $19.3
million of cash while changes in working capital in Fiscal 1998 provided $51.1
million of cash (principally from reductions in accounts receivable and
inventories). Cash flow from operations before changes in working capital was
$7.8 million higher in 1999 reflecting the increase in operating results.

INVESTING ACTIVITIES. In Fiscal 1999 we spent $31.1 million in cash for
property, plant and equipment (excluding $3.5 million in capital lease
additions) compared with $31.6 million of cash expenditures in Fiscal 1998. We
acquired a number of propane businesses in Fiscal 1999 for net cash
consideration of $3.9 million compared with $8.1 million of such expenditures in
1998. We expect to have approximately $37.4 million of capital expenditures in
fiscal 2000 which will be financed from operating cash flows and Bank Credit
Agreement borrowings.

FINANCING ACTIVITIES. We paid the MQD on all Common Units and Subordinated
Units, as well as the general partner interests, totaling $94.2 million in
Fiscal 1999. During Fiscal 1998, we paid $94.1 million in such distributions.
Net borrowings under our Revolving Credit Facility were $12 million in Fiscal
1999 compared to net repayments of $18 million in Fiscal 1998 which resulted
from the strong Fiscal 1998 operating cash flow. We issued $70 million of
ten-year Series D First Mortgage Notes in Fiscal 1999. The proceeds were used
principally to repay Acquisition Facility and Revolving Credit Facility
borrowings. We subsequently borrowed an additional $23 million under the
Acquisition Facility.

YEAR 2000 MATTERS

The Year 2000 ("Y2K") issue is a result of computer programs being written using
two digits (rather than four) to identify and process a year in a date field.
Computer programs, computer-controlled systems and equipment with embedded
software may recognize date fields using "00" as the year 1900 rather than the
year 2000. If uncorrected, miscalculations and possible computer-based system
failures could result which might disrupt business operations. We are
designating the following information as our "Year 2000 Readiness Disclosure."

Recognizing the potential business consequences of the Y2K issue, we conducted a
detailed assessment of our critical, date sensitive, computer-based systems to
identify those systems that were not Y2K compliant and developed a program to
modify those systems that were not otherwise scheduled for replacement prior to
the year 2000. Our Y2K compliance efforts focused on our ability to continue to
perform three critical operating functions: (1) obtain products to sell; (2)
provide service to our customers; and (3) bill customers and pay our vendors and
employees.

Those systems that we assessed included (1) our information technology ("IT")
systems such as computer hardware and software we use in the operation of our
business and (2) our non-IT systems that contain embedded systems with
potentially date-sensitive components such as micro-controllers contained in
various equipment and facilities. Among these systems are our customer
information and data systems and our financial systems including payroll and our
propane fuel accounting, supply and transportation system. In order to identify
and modify those systems that we determined were not Y2K compliant, we used
internal resources as well as outside consultants and vendor representatives. In
addition to assessing, identifying and



                                      -19-
<PAGE>   22



modifying our own systems, we developed and implemented a program to attempt to
determine the Y2K compliance status of third parties, including our key
suppliers and vendors, and certain of our customers. The Partnership has
successfully modified or replaced all of our critical IT and non-IT systems that
were not Y2K compliant.

As previously mentioned, in addition to assuring our IT and non-IT systems are
Y2K compliant, we developed and implemented a program to assess the readiness of
our key suppliers and third-party providers. Although none of our products or
services are of themselves date sensitive, as a company with operations
throughout the United States, we are dependent upon other companies whose IT and
non-IT systems may not be Y2K compliant. We rely on these companies for the
supply and transportation of propane. Additionally, we depend on other companies
to supply us with propane tanks and cylinders, fuel for our vehicles, as well as
other products and services we need to operate our businesses. We have completed
our program to contact and inquire of the readiness of these key suppliers and
vendors. We have evaluated the responses received from our critical vendors and
suppliers, and to the extent we were not satisfied with the responses, or have
determined that the responses indicate a lack of Y2K readiness, we have
developed contingency plans. The major elements of these contingency plans are
based upon the use of manual back-up systems, alternative supply sources, higher
critical inventory levels, and additional staffing. These contingency plans
attempt to mitigate the potential impact of Y2K noncompliance by our key
suppliers and vendors. However, these plans cannot assure that business
disruptions that may be caused by key suppliers or third-party providers will
not have a material adverse impact on our operations. The Partnership has
completed its business contingency plans.

In addition, there are other Y2K risks which are beyond our control, any of
which could have a material adverse impact on our operations. Such risks
include, but are not limited to, the failure of utility and telecommunications
companies to provide service and the failure of financial institutions to
process transactions.

Expenses associated with our Y2K efforts during the last three fiscal years
totaled approximately $2 million.

IMPACT OF INFLATION

Inflation affects the prices the Partnership pays for operating and
administrative services and, to some extent, propane gas. Competitive pressures
in propane markets may limit the Partnership's ability to recover fully propane
product cost increases. The Partnership attempts to limit the effects of
inflation on its results of operations through cost control efforts and
productivity improvements.



                                      -20-
<PAGE>   23



MARKET RISK DISCLOSURES

Our primary market risk exposures are market prices for propane and changes in
interest rates.

Price risk associated with fluctuations in the prices we pay for propane is
principally a result of market forces reflecting changes in supply and demand.
The Partnership's profitability is sensitive to changes in propane supply costs,
and the Partnership generally seeks to pass on increases in such costs to
customers. There is no assurance, however, that the Partnership will be able to
do so. In order to manage a portion of our propane market price risk, we use
contracts for the forward purchase of propane, propane fixed-price supply
agreements, and derivative commodity instruments such as price swap and option
contracts. Although we use derivative financial and commodity instruments to
reduce market price risk associated with forecasted transactions, we do not use
derivative financial and commodity instruments for trading purposes.

We have market risk exposure from changes in interest rates on borrowings under
the Operating Partnership's Bank Credit Agreement. This agreement has interest
rates on borrowings that are indexed to short-term market interest rates. At
September 30, 1999 and 1998, borrowings outstanding under this facility totaled
$45 million and $70 million, respectively. Based upon average borrowings under
these agreements during Fiscal 1999 and Fiscal 1998, an increase in interest
rates of 100 basis points (1%) would have increased interest expense by $0.6
million and $0.5 million, respectively. We also use long-term debt as a source
of capital. This debt is typically issued at fixed rates of interest based upon
market rates for debt having similar terms and credit ratings. As those
long-term debt issues mature, we may refinance such debt with new debt having
interest rates reflecting then-current market conditions. This debt may have an
interest rate that is more or less than the refinanced debt. On occasion, we
enter into interest rate protection agreements to reduce interest rate risk
associated with a forecasted issuance of debt.

The following table summarizes the fair value of our market risk sensitive
instruments at September 30, 1999 and 1998. It also includes the change in fair
value that would result if there were an adverse change in (1) the market price
of propane of 10 cents a gallon and (2) interest rates on ten-year U.S. treasury
notes of 100 basis points:


<TABLE>
<CAPTION>
                                                                       Fair Value        Change in Fair Value
-------------------------------------------------------------------------------------------------------------
                                                                           Millions of dollars
<S>                                                                   <C>                      <C>
September 30, 1999:
   Propane commodity price risk                                       $    2.9                 $   (2.5)
   Interest rate risk                                                      3.2                     (3.8)
September 30, 1998:
   Propane commodity price risk                                           (0.6)                    (4.8)
   Interest rate risk                                                     (2.4)                    (4.7)
-------------------------------------------------------------------------------------------------------------
</TABLE>

We expect that any losses from market risk sensitive instruments used to manage
propane price or interest rate market risk would be substantially offset by
gains on the associated underlying transactions.





                                      -21-
<PAGE>   24

ACCOUNTING PRINCIPLES NOT YET ADOPTED

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 requires
companies to capitalize the cost of computer software developed or obtained for
internal use once certain criteria have been met. We will adopt SOP 98-1 in
fiscal 2000. We do not expect the adoption of SOP 98-1 will have a material
effect on our financial position or results of operations.

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivative instruments as either assets or liabilities and measure them at fair
value. The accounting for changes in fair value depends upon the purpose of the
derivative instrument and whether it is designated and qualifies for hedge
accounting. To the extent derivative instruments qualify and are designated as
hedges of forecasted transactions, changes in fair value will generally be
reported as a component of other comprehensive income and be reclassified into
net income when the forecasted transaction affects earnings. To the extent such
derivative instrument qualifies as a hedge of a firm commitment, any gain or
loss would generally be recognized in earnings when the firm commitment affects
earnings. In June 1999, the FASB deferred the effective date of SFAS 133 to
fiscal years beginning after June 15, 2000. Accordingly, we will adopt SFAS 133
in fiscal 2001. The impact of SFAS 133 will depend upon the extent to which we
use derivative instruments and their designation and effectiveness as hedges of
market risk.

FORWARD-LOOKING STATEMENTS

Information contained above in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Report on
Form 10-K with respect to expected financial results and future events is
forward-looking, based on our estimates and assumptions and subject to risk and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.

The following important factors could affect our future results and could cause
those results to differ materially from those expressed in our forward-looking
statements: (1) adverse weather conditions resulting in reduced demand, (2)
price volatility and availability of propane, and the capacity to transport to
market areas, (3) changes in laws and regulations, including safety, tax and
accounting matters, (4) competitive pressures from the same and alternative
energy sources, (5) liability for environmental claims, (6) improvements in
energy efficiency and technology resulting in reduced demand, (7) labor
relations, (8) inability to make business acquisitions on economically
acceptable terms, (9) operating hazards and risks incidental to transporting,
storing and distributing propane, butane and ammonia including the risk of
explosions and fires resulting in personal injury and property damage, (10)
regional economic conditions, (11) the success of




                                      -22-
<PAGE>   25


the Partnership and its suppliers in achieving Year 2000 compliance, and (12)
interest rate fluctuations and other capital market conditions.

These factors are not necessarily all of the important factors that could cause
actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. We undertake no obligation to
update publicly any forward-looking statement whether as a result of new
information or future events.




                                      -23-
<PAGE>   26


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         "Quantitative and Qualitative Disclosures About Market Risk" are
contained in Management's Discussion and Analysis of Financial Condition and
Results of Operations under the caption "Market Risk Disclosures" and are
incorporated here by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and financial statement schedules referred to
in the index contained on pages F-2 and F-3 of this report are incorporated
herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


PART III:  MANAGEMENT AND SECURITY HOLDERS


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

         We do not directly employ any persons responsible for managing or
operating the Partnership. The General Partner and UGI provide such services and
are reimbursed for direct and indirect costs and expenses including all
compensation and benefit costs. See "Certain Relationships and Related
Transactions" and Note 10 to the Partnership's Consolidated Financial
Statements.

         The Board of Directors of the General Partner established a committee
(the "Audit Committee") consisting of two individuals, currently, Messrs. Van
Dyck and Vincent, who are neither officers nor employees of the General Partner
or any affiliate of the General Partner. The Audit Committee has the authority
to review, at the request of the General Partner, specific matters as to which
the General Partner believes there may be a conflict of interest, in order to
determine if the resolution of such conflict is fair and reasonable to the
Partnership. In addition, the Audit Committee has the authority and
responsibility for selecting the Partnership's independent public accountants,
reviewing the Partnership's annual audit, and resolving accounting policy
questions.




                                      -24-
<PAGE>   27
DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

         The following table sets forth certain information with respect to the
directors and executive officers of the General Partner. Directors are elected
annually by AmeriGas, Inc. as the sole shareholder of the General Partner.
AmeriGas, Inc. is a wholly owned subsidiary of UGI. Executive officers are
elected for one-year terms. There are no family relationships between any of the
directors or any of the executive officers or between any of the executive
officers and any of the directors.

<TABLE>
<CAPTION>
         NAME                     AGE               POSITION WITH THE GENERAL PARTNER
<S>                                <C>              <C>
         Lon R. Greenberg          49               Chairman, Director, President and
                                                      Chief Executive Officer

         Thomas F. Donovan         66               Director

         Richard C. Gozon          61               Director

         James W. Stratton         63               Director

         Stephen A. Van Dyck       56               Director

         Roger B. Vincent          54               Director

         David I. J. Wang          67               Director

         Martha B. Lindsay         47               Vice President-Finance
                                                      and Chief Financial Officer

         Brendan P. Bovaird        51               Vice President and General Counsel

         Eugene V. N. Bissell      46               Senior Vice President-Sales and Marketing

         Richard R. Eynon          52               Controller and Chief Accounting Officer

         R. Paul Grady             46               Senior Vice President-Operations

         William D. Katz           46               Vice President-Human Resources

         Robert H. Knauss          46               Vice President-Law and
                                                      Associate General Counsel and
                                                      Corporate Secretary

         Gordon E. Regan, Jr.      47               Vice President-Purchasing and
                                                      Transportation
</TABLE>




                                      -25-
<PAGE>   28
         Mr. Greenberg is a director (since 1994) and Chairman, President and
Chief Executive Officer (since 1996) of the General Partner. He is also a
director (since 1994) and Chairman (since 1996), Chief Executive Officer (since
1995), and President (since 1994) of UGI, having been Senior Vice President -
Legal and Corporate Development of UGI (1989 to 1994). Mr. Greenberg previously
served as Vice President and General Counsel of AmeriGas, Inc. (1984 to 1994).
He also serves as a director of UGI Utilities, Inc.
and Mellon PSFS Advisory Board.

         Mr. Donovan was elected a director of the General Partner on April 25,
1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position
held since 1988. He continues to serve as an advisory board member to Mellon
Bank Corp. He also serves as a director of UGI Corporation, UGI Utilities, Inc.,
Nuclear Electric Insurance Co. and Merrill Lynch International Bank, Ltd.

         Mr. Gozon was elected a director of the General Partner on February 24,
1998. He is Executive Vice President of Weyerhaeuser Company (an integrated
forest products company), a position he has held since 1994. Mr. Gozon was
formerly Director (1984 to 1993), President and Chief Operating Officer of Alco
Standard Corporation (a provider of paper and office products) (1988 to 1993);
Executive Vice President and Chief Operating Officer (1987); Vice President
(1982 to 1988); and President (1979 to 1987) of Paper Corporation of America. He
also serves as a director of UGI Corporation, UGI Utilities, Inc., AmeriSource
Health Corporation, and Triumph Group, Inc.

         Mr. Stratton was elected a director of the General Partner on April 25,
1995. He is President and Chief Executive Officer of Stratton Management Company
(investment advisory and financial consulting firm) since 1972, and Chairman and
Chief Executive Officer of EFI (financial services firm). Mr. Stratton is a
director of UGI Corporation, UGI Utilities, Inc., Stratton Growth Fund, Stratton
Monthly Dividend Shares, Inc., Stratton Small-Cap Yield Fund, and Teleflex, Inc.

         Mr. Van Dyck was elected a director of the General Partner on June 15,
1995. He is Chairman of the Board and Chief Executive Officer of Maritrans Inc.
(since 1987), the nations largest independent marine transporter of petroleum.
He also serves as Chairman of the Board of West of England Mutual Insurance
Association, and as a director of Mellon PSFS Advisory Board.

         Mr. Vincent was elected a director of the General Partner on January 8,
1998. He is President of Springwell Corporation, a corporate finance advisory
firm (since 1989). Mr. Vincent served in various capacities at Bankers Trust
Company (1971 to 1989), including managing director (1984 to 1989). He is also a
director of Tatham Offshore, Inc.

         Mr. Wang was elected a director of the General Partner on April 25,
1995. Mr. Wang is retired, having formerly served as Executive Vice President -
Timber and Specialty Products and a director of International Paper Company
(1987 to 1991). He is also a director of UGI Corporation, UGI Utilities, Inc.,
BE&K Inc., Emsource Inc., and Forest Resources LLC.

         Ms. Lindsay was elected Vice President - Finance and Chief Financial
Officer of the General Partner on January 5, 1998. She previously served as Vice
President and Treasurer (1994


                                      -26-
<PAGE>   29
to 1997) and as Treasurer (1994) of Tambrands Inc., a manufacturer of personal
products. Prior to 1994, Ms. Lindsay held the positions of Director of Business
Development (1987 to 1989) and Assistant Treasurer (1990 to 1993) at Tambrands
Inc.

         Mr. Bovaird is Vice President and General Counsel of the General
Partner (since 1995). He is also Vice President and General Counsel of UGI
Corporation, UGI Utilities, Inc. and AmeriGas, Inc. (since 1995). Mr. Bovaird
previously served as Division Counsel and Member of the Executive and Operations
Committees of Wyeth-Ayerst International Inc. (1992 to 1995) and Senior Vice
President, General Counsel and Secretary of Orion Pictures Corporation (1990 to
1991).

         Mr. Bissell is Senior Vice President - Sales and Marketing of the
General Partner (since October 1999), having served as Vice President - Sales
and Operations (1995 to 1999). Previously, he was Vice President - Distributors
and Fabrication, BOC Gases (1995), having been Vice President - National Sales
(1993 to 1995) and Regional Vice President Southern Region for Distributor and
Cylinder Gases Division, BOC Gases (1989 to 1993).

         Mr. Eynon was elected Controller and Chief Accounting Officer of the
General Partner on January 5, 1998. Prior to his election, Mr. Eynon was
Controller of the General Partner (March 1997 to January 1998) and Assistant
Controller of UGI Corporation (1985 to 1997). Previously, he was a Senior
Manager with Price Waterhouse.

         Mr. Grady is Senior Vice President - Operations of the General Partner
(since October 1999), having served as Vice President - Sales and Operations
(1995 to 1999). Previously, he was Vice President - Corporate Development of UGI
(1994 to 1995), and Director, Corporate Development (1990 to 1994). Mr. Grady
was Director, Corporate Development Services of Campbell Soup Company (1985 to
1990).

         Mr. Katz is Vice President - Human Resources of the General Partner
(since December 1999), having served as Vice President - Corporate Development
(1996 to 1999). Previously, he was Vice President - Corporate Development of UGI
(1995 to 1996). Prior to joining UGI, Mr. Katz was Director of Corporate
Development with Campbell Soup Company for over five years. He also practiced
law for approximately 10 years, first with the firm of Jones, Day Reavis &
Pogue, and later in the Legal Department at Campbell Soup Company.

         Mr. Knauss is Vice President - Law and Associate General Counsel of the
General Partner (since 1996), having served as Corporate Secretary (since 1994)
and Group Counsel - Propane (1989 to 1996) of UGI. He joined UGI as Associate
Counsel in 1985. Before joining UGI, Mr. Knauss was an associate at the firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia.

         Mr. Regan is Vice President-Purchasing and Transportation of the
General Partner (since May 1996). Prior to joining the General Partner, Mr.
Regan was President of the Chemical Division of DSI Transports, Inc. (1995 to
1996). Previously, he served Conoco, Inc. for approximately 20 years, most
recently as General Manager Business Support, Downstream-North America.



                                      -27-
<PAGE>   30
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.



                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                       SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------------

                                                                                        LONG TERM COMPENSATION
                                                                            ------------------------------------------


                                                  ANNUAL COMPENSATION                   AWARDS                PAYOUTS
                                                  -------------------       ---------------------------     ---------
                                                                                             SECURITIES
                                                              OTHER                            UNDER-                      ALL
                                                              ANNUAL        RESTRICTED         LYING                       OTHER
     NAME AND PRINCIPAL      FISCAL                           COMPEN-         STOCK           OPTIONS/        LTIP        COMPEN-
        POSITION             YEAR     SALARY     BONUS (1)    SATION (2)     AWARDS (3)        SARS          PAYOUTS      SATION (4)
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>         <C>         <C>             <C>           <C>               <C>        <C>
Lon R. Greenberg (5) ....    1999    $587,139    $266,776    $ 11,359        $611,250         225,000 (6a)   $      0    $ 18,273
 President, Chairman, and    1998    $559,616    $225,000    $  8,209        $      0               0        $      0    $ 22,154
  Chief Executive Officer    1997    $509,827    $425,000    $  7,671        $      0         200,000 (6b)   $      0    $ 14,233



Eugene V.N. Bissell .....    1999    $194,335    $ 54,668    $  1,706        $142,625               0        $386,250(7) $ 21,900
 Senior Vice President -     1998    $179,728    $ 40,545    $  2,069        $      0               0        $      0    $ 19,175
  Sales and Marketing        1997    $169,931    $ 74,812    $ 50,027        $      0               0        $      0    $ 21,876



R. Paul Grady ...........    1999    $192,178    $ 54,108    $  5,534        $142,625               0        $386,250(7) $ 26,277
 Senior Vice President -     1998    $174,622    $ 43,750    $  3,724        $      0               0        $      0    $ 20,231
  Operations                 1997    $166,603    $ 73,353    $  3,281        $      0               0        $      0    $ 23,544


Brendan P. Bovaird (5) ..    1999    $189,600    $ 53,048    $ 14,399        $142,625               0        $      0    $  5,215
 Vice President and          1998    $176,677    $ 42,188    $  4,075        $      0               0        $      0    $  5,425
 General Counsel             1997    $164,653    $ 64,449    $  3,769        $      0          30,000 (6b)   $      0    $  4,196



Robert H. Knauss ........    1999    $167,191    $ 70,232    $  2,286        $      0               0        $270,375(7) $ 23,782
 Vice President - Law,       1998    $149,835    $ 50,405    $  2,081        $      0               0        $      0    $ 17,715
  Associate General          1997    $136,950    $ 48,820    $      0        $      0               0        $      0    $ 18,175
  Counsel and
  Corporate Secretary
</TABLE>


(1)      Messrs. Greenberg and Bovaird 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 pre-determined business and/or financial performance
         objectives which support business plans and goals. Bonus opportunities
         vary by position and currently range from 0% to 148% of base salary for
         Mr. Greenberg, 0% to 91% of base salary for Mr. Bovaird 0% to 65% for
         Mr. Knauss, and 0% to 83% for Messrs. Bissell and Grady.

(2)      Amounts represent tax payment reimbursements for certain benefits,
         except for Mr. Bissell. In 1997, Mr. Bissell received a tax payment
         reimbursement of $7,563, reimbursement of relocation expenses in the
         amount of $39,765, and other perquisites available to executive
         officers generally.

(3)      (a) On June 4, 1999, the Board of Directors of UGI Corporation approved
             restricted UGI Common Stock awards to certain executives of UGI and
             AmeriGas Propane, Inc. The dollar values shown above represent the
             aggregate value of each award on the date of grant, determined by
             multiplying the number of shares awarded by the


                                      -28-
<PAGE>   31
             closing stock price of UGI Common Stock on the New York Stock
             Exchange on June 4, 1999. Holders of restricted shares have the
             right to vote and to receive dividends during the restriction
             period.

         (b) Based on the closing price of UGI Common Stock on the New York
             Stock Exchange on September 30, 1999, Mr. Greenberg's 30,000 share
             grant had a market value of $697,000; and the 7,000 share grant
             held by each of Messrs. Bissell, Bovaird and Grady had a market
             value $162,750.

(4)      The amounts represent contributions by the General Partner or UGI in
         accordance with the provisions of the AmeriGas Propane, Inc. Employee
         Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI Utilities,
         Inc. Employee Savings Plan (the "UGI Employee Savings Plan"),
         allocations under the UGI Corporation Senior 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 1999, 1998
         and 1997, the following contributions were made to the Named
         Executives: (i) under the AmeriGas Employee Savings Plan: Mr. Bissell,
         $5,000, $5,148 and $4,902; Mr. Grady, $9,648, $6,394 and $7,048; and
         Mr. Knauss, $8,040, $5,691 and $7,098; (ii) under the UGI Employee
         Savings Plan: Mr. Greenberg, $3,600, $3,600 and $3,375; and Mr.
         Bovaird, $3,509, $3,600 and $3,375; (iii) under the UGI Executive
         Retirement Plan: Mr. Greenberg, $14,673, $18,554 and $10,858; and Mr.
         Bovaird, $1,706, $1,852 and $821; (iv) under the AmeriGas Executive
         Retirement Plan: Mr. Bissell, $16,900, $14,027 and $16,974; Mr. Grady,
         $16,629, $13,837 and $16,496; and Mr. Knauss, $15,742, $12,024 and
         $11,077.

(5)      Compensation reported for Messrs. Greenberg and Bovaird is attributable
         to their respective positions of Chairman, President and Chief
         Executive Officer, and Vice President and General Counsel of UGI
         Corporation. Compensation for these individuals is also reported in the
         UGI Proxy Statement for the 1999 Annual Meeting of Shareholders and is
         not additive. The General Partner does not compensate Mr. Greenberg or
         Mr. Bovaird.

(6)      (a) Non-qualified UGI stock options granted under the UGI Corporation
             1997 Stock Option and Dividend Equivalent Plan ("1997 Plan"),
             without the opportunity to earn dividend equivalents described
             below.

         (b) Non-qualified UGI stock options granted under the 1997 Plan with
             the opportunity to earn an amount equivalent to the dividends
             paid on shares covered by options, subject to a comparison of
             the total return realizable on a share of UGI Common Stock
             (the "UGI Return") with the total return achieved by each
             member of a group of comparable peer companies (the "SODEP
             Peer Group") over a three-year period beginning January 1,
             1997 and ending December 31, 1999. Total return encompasses
             both changes in the per share market price and dividends paid
             on a share of UGI Common Stock.

(7)  Payout under the performance-based AmeriGas Propane, Inc. Long-Term
     Incentive Plan ("LTIP"). The performance contingency was satisfied May 18,
     1999 when fifty percent of the Partnership's Subordinated Units converted
     to Common Units in accordance with the Partnership Agreement, based on
     Partnership financial and operating performance. The awards were made
     partially in Common Units (approximately 60%) and partially in cash
     (approximately 40%). Messrs. Bissell and Grady each received 11,250 Common
     Units; Mr. Knauss received 7,875 Common Units.


                                      -29-
<PAGE>   32
OPTION GRANTS IN LAST FISCAL YEAR

         The following table shows information on grants of options for the
purchase of UGI Common Stock during fiscal year 1999 to each of the Named
Executives.



                   UGI STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                                                                      GRANT DATE
                                       INDIVIDUAL GRANTS                                                 VALUE
                           ---------------------------------------------------------------------      -----------
                            NUMBER OF
                            SECURITIES       % OF TOTAL
                            UNDERLYING     OPTIONS GRANTED                                            GRANT DATE
                             OPTIONS       TO EMPLOYEES IN       EXERCISE                               PRESENT
          NAME             GRANTED (1)     FISCAL YEAR (2)    OR BASE PRICE     EXPIRATION DATE        VALUE (3)
------------------------   ------------    ---------------    -------------     ---------------      ------------
<S>                        <C>             <C>                <C>               <C>                  <C>
Lon R. Greenberg            225,000              97%             $20.375           06/03/09             $641,857

Eugene V.N. Bissell               0

R. Paul Grady                     0

Brendan P. Bovaird                0

Robert H. Knauss                  0
</TABLE>


(1)  Non-qualified UGI stock options granted on June 4, 1999 under the 1997
     Plan. This grant does not include the opportunity to earn an amount
     equivalent to the dividends paid during the performance period on shares
     covered by options. The option exercise price is not less than 100% of the
     fair market value of UGI's Common Stock determined on the date of the
     grant. These options will vest at the rate of 25% per year on the
     anniversary of the grant date. Options granted under the Plan are
     nontransferable and are generally exercisable only while the optionee is
     employed by the Company or an affiliate. Options are subject to adjustment
     in the event of recapitalizations, stock splits, mergers, and other similar
     corporate transactions affecting UGI's Common Stock.

(2)  A total of 231,806 UGI stock options were granted to employees and
     executive officers of UGI and its subsidiaries during fiscal year 1999
     under the 1997 Plan and the 1992 Non-Qualified Stock Option Plan. Under the
     1992 Non-Qualified Stock Option Plan, the option exercise price is not less
     than 100% of the fair market value of UGI's Common Stock on the date of
     grant. Generally, options granted on and after December 10, 1996 are fully
     vested on the date of grant. Options under the 1992 Plan are
     nontransferable and generally exercisable only while the optionee is
     employed by the Company or an affiliate. Options are subject to adjustment
     in the event of recapitalizations, stock splits, mergers, and other similar
     corporate transactions affecting UGI's Common Stock.

(3)  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 observations were used
              to calculate the stock volatility and dividend yield assumptions

         -    Stock volatility - 22.39%

         -    Stock's dividend yield - 6.18%

         -    Length of option term - 10 years

         -    Annualized risk-free interest rate - 6.14%

         -    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.


                                      -30-
<PAGE>   33
                 UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>

                                                           NUMBER OF SECURITIES
                                                          UNDERLYING UNEXERCISED            VALUE OF UNEXERCISED
                                                                OPTIONS AT                  IN-THE-MONEY OPTIONS
                                                           FISCAL YEAR END (#)               AT FISCAL YEAR END
                                                       ---------------------------    ------------------------------
                             SHARES
                            ACQUIRED
                               ON          VALUE
           NAME             EXERCISE      REALIZED     EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
                               (#)
 -----------------------    ----------  -----------    -------------   ------------   --------------  --------------
<S>                         <C>         <C>            <C>             <C>            <C>             <C>
 Lon R. Greenberg                                        93,959 (1)           0                          $      0
                               0          $   0         200,000 (3)           0        $293,622 (2)      $      0
                                                                        225,000 (3)    $125,000 (3)      $646,875 (5)

 Eugene V.N. Bissell           0          $   0           3,000 (6)       2,000 (6)    $  7,875          $  5,250 (7)

 R. Paul Grady                                           17,000 (1)           0        $ 53,125 (2)      $      0
                               0          $   0           2,000 (6)           0        $  6,250 (8)      $      0

 Brendan P. Bovaird                                       5,007 (1)                    $ 15,647 (2)      $      0
                               0          $   0          30,000 (3)           0        $ 18,750 (4)      $      0

 Robert H. Knauss              0          $   0           1,000 (6)           0        $  3,125 (8)      $      0
</TABLE>


(1)   Options granted under the 1992 Stock Option and Dividend Equivalent Plan.

(2)   Value based on comparison of price per share at September 30, 1999 (fair
      market value $23.25) to option exercise price ($20.125) under the 1992
      Stock Option and Dividend Equivalent Plan.

(3)   Options granted under the 1997 Stock Option and Dividend Equivalent Plan.

(4)   Value based on comparison of price per share at September 30, 1999 (fair
      market value $23.25) to option exercise price ($22.625) under the 1997
      Stock Option and Dividend Equivalent Plan.

(5)   Value based on comparison of price per share at September 30, 1999 (fair
      market value $23.25) to option exercise price ($20.375) under the 1997
      Stock Option and Dividend Equivalent Plan

(6)   Options granted under the 1992 Non-Qualified Stock Option Plan.

(7)   Value based on comparison of price per share at September 30, 1999 (fair
      market value $23.25) to option exercise price ($20.625) under the 1992
      Non-Qualified Stock Option Plan.

(8)   Value based on comparison of price per share at September 30, 1999 (fair
      market value $23.25) to option exercise price ($20.125) under the terms of
      the 1992 Non-Qualified Stock Option Plan.


                                      -31-
<PAGE>   34
RETIREMENT BENEFITS

         The following table shows the annual benefits payable upon retirement
to Messrs. Greenberg and Bovaird under the Retirement Income Plan for Employees
of UGI Utilities, Inc. and participating employers (the "UGI Retirement Plan")
and the UGI Supplemental Executive Retirement Plan. The amounts shown assume the
executive retires in 1999 at age 65, and that the aggregate benefits are not
subject to statutory maximums.


                           PENSION PLAN BENEFITS TABLE
<TABLE>
<CAPTION>


   FINAL 5-YEAR                            ANNUAL BENEFIT FOR YEARS OF CREDITED SERVICE SHOWN (1)
      AVERAGE          -------------------------------------------------------------------------------------------------
ANNUAL EARNINGS (2)     15 YEARS         20 YEARS        25 YEARS         30 YEARS         35 YEARS           40 YEARS
------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>              <C>              <C>              <C>              <C>
$  200,000            $   57,000       $   76,000       $   95,000       $  114,000       $  133,000       $  136,800(3)

$  300,000            $   85,500       $  114,000       $  142,500       $  171,000       $  199,500       $  205,200(3)

$  400,000            $  114,000       $  152,000       $  190,000       $  228,000       $  266,000       $  273,600(3)

$  500,000            $  142,500       $  190,000       $  237,500       $  285,000       $  332,500       $  342,000(3)

$  600,000            $  171,000       $  228,000       $  285,000       $  342,000       $  399,000       $  410,400(3)

$  700,000            $  199,500       $  266,000       $  332,500       $  399,000       $  465,500       $  478,800(3)

$  800,000            $  228,000       $  304,000       $  380,000       $  456,000       $  532,000       $  547,200(3)

$  900,000            $  256,500       $  342,000       $  427,500       $  513,000       $  598,500       $  615,600(3)

$1,000,000            $  285,000       $  380,000       $  475,000       $  570,000       $  665,000       $  684,000(3)

$1,200,000            $  342,000       $  456,000       $  570,000       $  684,000       $  798,000       $  820,800(3)

$1,400,000            $  399,000       $  532,000       $  665,000       $  798,000       $  931,000       $  957,600(3)
</TABLE>




      (1)  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 UGI 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 UGI 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 UGI Retirement Plan
           Benefit is not subject to Social Security offset. Messrs. Greenberg
           and Bovaird had 19 and 4 years of estimated credited service,
           respectively, at September 30, 1999. Mr. Grady previously accumulated
           more than 4 years of credited service in the UGI Retirement Plan
           before joining the General Partner in 1995. Mr. Knauss previously
           accumulated more than 11 years of credited service in the UGI
           Retirement Plan before joining the General Partner in 1996. Mr.
           Bissell previously accumulated more than 5 years of credited service
           with UGI and its subsidiaries before joining the General Partner in
           1995.

      (2)  Consists of (i) base salary, commissions and cash payments under the
           UGI Annual Bonus Plan, and (ii) deferrals thereof permitted under the
           Internal Revenue Code.

      (3)  The maximum benefit under the UGI 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.


                                       -32-
<PAGE>   35
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 Bovaird,
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. The Plan also provides for separation pay
equal to one day's pay per month of service, not to exceed 12 months'
compensation. 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.

         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 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, Grady and Knauss 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 months'
compensation.


                                       -33-
<PAGE>   36
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 (30 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.

         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 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
Bovaird each have an agreement with UGI Corporation (the "Agreement") which
provides certain benefits in the event of a change of control. The Agreements
operate independently of the UGI Severance Plan, continue through July 2004, and
are automatically extended in one-year increments thereafter 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 employment with UGI or its subsidiaries.

         A change of control is generally deemed to occur if: (i) any person
(other than the executive, his 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.

         Upon a change of control, the Agreement provides for an immediate cash
payment equal to the market value of any pending target award under UGI's
long-term compensation plan.

         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


                                       -34-
<PAGE>   37
employment without loss of severance benefits in certain specified
contingencies, including 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 or 1.5
(2.5 in the case of Mr. Greenberg) times his 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
Internal Revenue Code of 1986, as amended (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,
Grady and Knauss each have an agreement with the General Partner (the
"Agreement") which provides certain benefits in the event of a change of
control. The Agreements operate independently of the AmeriGas Severance Plan,
continue through July 2004, and are automatically extended in one-year
increments thereafter 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 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.

         Upon a change of control, the Agreement provides for an immediate cash
payment equal to the market value of any pending target award under the General
Partner's long-term compensation plan.

         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 termination of officer
status; a significant adverse change in authority, duties, responsibilities or


                                       -35-
<PAGE>   38
compensation; the failure of the General Partner 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 times his
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.


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. The General
Partner pays an annual retainer of $22,000 to all other directors and an
attendance fee of $1,000 for each Board meeting. For service on Committees, the
General Partner pays an annual retainer of $2,000 to each Committee Chairman and
an attendance fee of $1,000 for each Committee meeting attended. 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 David I. J. Wang.



                                       -36-
<PAGE>   39
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF LIMITED PARTNERSHIP UNITS BY CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information regarding each
person known by the Partnership to have been the beneficial owner of more than
5% of the Partnership's voting securities representing limited partner interests
as of December 1, 1999. AmeriGas Propane, Inc. is the sole general partner of
the Partnership.

<TABLE>
<CAPTION>
                                                                AMOUNT AND
                                                                NATURE OF
                                                                BENEFICIAL
                                    NAME AND ADDRESS (1)       OWNERSHIP OF            PERCENT
       TITLE OF CLASS               OF BENEFICIAL OWNER     PARTNERSHIP UNITS          OF CLASS
------------------------       -------------------------    ------------------        ---------
<S>                            <C>                          <C>                       <C>
Common Units                   UGI Corporation                  14,283,932 (2)          44.5%
                               AmeriGas, Inc.                   14,283,932 (3)          44.5%
                               AmeriGas Propane, Inc.           14,283,932 (4)          44.5%
                               Petrolane Incorporated            7,839,911 (5)          24.4%

Subordinated Units             UGI Corporation                   9,891,072 (6)         100.0%
                               AmeriGas, Inc.                    9,891,072 (7)         100.0%
                               AmeriGas Propane, Inc.            9,891,072 (8)         100.0%
</TABLE>


(1)      The address of each of UGI, AmeriGas, Inc., AmeriGas Propane, Inc. and
         Petrolane Incorporated is 460 North Gulph Road, King of Prussia, PA
         19406.

(2)      Based on the number of units held by its indirect, wholly owned
         subsidiaries, Petrolane Incorporated ("Petrolane") and AmeriGas
         Propane, Inc.

(3)      Based on the number of units held by its direct and indirect,
         wholly-owned subsidiaries, AmeriGas Propane, Inc. and Petrolane.

(4)      AmeriGas Propane, Inc's ownership includes 6,444,021 Common Units for
         which it has sole voting and investment power, and 7,839,911 Common
         Units held by its subsidiary, Petrolane.

(5)      Petrolane has sole voting and investment power.

(6)      Based on the number of units held by its indirect, wholly-owned
         subsidiary, AmeriGas Propane, Inc.

(7)      Based on the number of units held by its wholly-owned subsidiary,
         AmeriGas Propane, Inc.

(8)      AmeriGas Propane, Inc. has sole voting and investment power.


                                       -37-
<PAGE>   40
OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER

         The table below sets forth as of October 31, 1999 the beneficial
ownership of Partnership Common Units by each director and each of the Named
Executives currently serving the General Partner, as well as by the directors
and all of the executive officers of the General Partner as a group. No
director, Named Executive or executive officer beneficially owns (i) any
Subordinated Units, or (ii) more than 1% of the Partnership's Common Units. The
total number of Common Units beneficially owned by the directors and executive
officers of the General Partner as a group represents less than 1% of the
Partnership's outstanding Common Units.

<TABLE>
<CAPTION>

                                                   AMOUNT AND NATURE OF
                      NAME OF                     BENEFICIAL OWNERSHIP OF
                  BENEFICIAL OWNER             PARTNERSHIP COMMON UNITS (1)
---------------------------------------------  ----------------------------
<S>                                            <C>
   Lon R. Greenberg                                         4,500  (2)

   Thomas F. Donovan                                        1,000

   Richard C. Gozon                                             0

   James W. Stratton                                        1,000

   Stephen A. Van Dyck                                      1,000

   Roger B. Vincent                                         1,000

   David I. J. Wang                                        10,000

   Eugene V.N. Bissell                                     12,750  (3)

   Brendan P. Bovaird                                         500  (4)

   R. Paul Grady                                           13,550

   Robert H. Knauss                                         7,875

   Directors and  executive  officers as
     a group (15 persons)                                  78,188
</TABLE>

(1)      Sole voting and investment power unless otherwise specified.

(2)      Units shown are held by Mr. Greenberg's adult children.

(3)      Mr. Bissell's Units are held jointly with his spouse.

(4)      Mr. Bovaird's Units are held jointly with his spouse.


                                       -38-
<PAGE>   41
         The General Partner is a wholly owned subsidiary of AmeriGas, Inc.
which is a wholly owned subsidiary of UGI. The table below sets forth, as of
October 31, 1999, the beneficial ownership of UGI Common Stock by each director
and each of the Named Executives, as well as by the directors and the executive
officers of the General Partner as a group. Including the number of shares of
stock underlying exercisable options, Mr. Greenberg is the beneficial owner of
approximately 1.5% of UGI's Common Stock. All other directors, Named Executives
and executive officers own less than 1% of UGI's outstanding shares. The total
number of shares beneficially owned by the directors and executive officers as a
group (including 385,466 shares subject to exercisable options), represents
approximately 2.5% of UGI's outstanding shares.

<TABLE>
<CAPTION>

                                                NUMBER OF UGI SHARES
                                                   AND NATURE OF
                                                BENEFICIAL OWNERSHIP         NUMBER OF
                 NAME OF                             EXCLUDING            EXERCISABLE UGI
            BENEFICIAL OWNER                   UGI STOCK OPTIONS (1)(2)    STOCK OPTIONS          TOTAL
------------------------------------           -----------------------    ---------------       --------
<S>                                            <C>                        <C>                   <C>
Lon R. Greenberg                                        125,438 (3)            293,959           419,397

Thomas F. Donovan                                         2,963                      0             2,963

Richard C. Gozon                                         17,663                  5,000            22,663

James W. Stratton                                        11,171                  5,000            16,171

Stephen A. Van Dyck                                           0                      0                 0

Roger B. Vincent                                          3,000                      0             3,000

David I. J. Wang                                         23,187                  5,000            28,187

Eugene V.N. Bissell                                       7,963 (4)              3,000            10,963

Brendan P. Bovaird                                       23,054 (5)             35,007            58,061

R. Paul Grady                                            22,560 (6)             19,000            41,560

Robert H. Knauss                                          8,819 (7)              1,000             9,819

Directors and executive officers as a
group (15 persons)                                      265,966                385,466           651,432
</TABLE>



(1)      Sole voting and investment power unless otherwise specified.

(2)      Included in the number of shares shown are Deferred Units ("Units")
         acquired through the UGI Corporation 1997 Directors' Equity
         Compensation Plan. Units are neither actual shares nor other
         securities, but each Unit will be converted to one share of UGI common
         stock and paid out to directors upon their retirement or termination of
         service. The number of Units included for the directors is as follows:
         Messrs. Donovan (1,298), Gozon (10,970), Stratton (9,478) and Wang
         (8,494).

(3)      Mr. Greenberg holds 88,220 shares jointly with his spouse and 5,178
         shares represented by units held in the UGI Stock Fund of the 401(k)
         Employee Savings Plan.

(4)      Mr. Bissell holds these shares jointly with his spouse.

(5)      Mr. Bovaird holds 12,993 shares jointly with his spouse and 3,061
         shares represented by units held in the UGI Stock Fund of the 401(k)
         Employee Savings Plan.

                                       -39-
<PAGE>   42
(6)      Mr. Grady's ownership includes 6,942 shares represented by units held
         in the UGI Stock Fund of the 401(k) Employee Savings Plan based on
         September 30, 1999 Savings Plan statements.

(7)      Mr. Knauss's ownership includes 4,315 shares represented by units held
         in the UGI Stock Fund of the 401(k) Employee Savings Plan based on
         September 30, 1999 Savings Plan statements.


                                       -40-
<PAGE>   43
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The General Partner employs persons responsible for managing and
operating the Partnership. The Partnership reimburses the General Partner for
the direct and indirect costs of providing these services, including all
compensation and benefit costs.

         The Operating Partnership has a revolving line of credit up to a
maximum of $20 million from the General Partner available until September 15,
2002, the termination date of the Revolving Credit Facility. Any loans under
this agreement will be unsecured and subordinated to all senior debt of the
Operating Partnership. The commitment fees for this line of credit are computed
on the same basis as the facility fees under the Revolving Credit Facility, and
totaled $70,777 in fiscal year 1999. Interest rates are based on one-month
offshore interbank borrowing rates. The interest rate for a recent Credit
Facility borrowing from October 20, 1999 to November 22, 1999 was 6.0625%,
representing a 5.4375% one-month Offshore Rate, plus an Applicable Margin of
 .625%. See Note 4 to the Partnership's Consolidated Financial Statements, which
are filed as an exhibit to this report.

         The Partnership and the General Partner also have extensive, ongoing
relationships with UGI and its affiliates. UGI performs certain financial and
administrative services for the General Partner on behalf of the Partnership.
UGI does not receive a fee for such services, but is reimbursed for all direct
and indirect expenses incurred in connection with providing these services,
including all compensation and benefit costs. A wholly owned subsidiary of UGI
provides the Partnership with general liability, automobile and workers'
compensation insurance for up to $500,000 over the Partnership's self-insured
retention. Another wholly owned subsidiary of UGI leases office space to the
General Partner for its headquarters staff. In addition, a UGI master policy
provides accidental death and business travel and accident insurance coverage
for employees of the General Partner. The General Partner is billed directly by
the insurer for this coverage. As discussed under "Business --Trade Names; Trade
and Service Marks," UGI, Petrolane and the General Partner have licensed the
trade names "AmeriGas," "America's Propane Company" and "Petrolane" and the
related service marks and trademark to the Partnership on a royalty-free basis.
Finally, the Partnership obtains management information services from the
General Partner, and reimburses the General Partner for its direct and indirect
expenses related to those services. The rental payments and insurance premiums
charged to the Partnership by UGI and its affiliates are comparable to amounts
charged by unaffiliated parties. In fiscal year 1999, the Partnership paid UGI
and its affiliates $9,297,946 for the services and expense reimbursements
referred to in this paragraph.


                                       -41-
<PAGE>   44
PART IV:  ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
          AND REPORTS ON FORM 8-K

(a)  DOCUMENTS FILED AS PART OF THIS REPORT:

         (1) and (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

         The financial statements and financial statement schedules incorporated
         by reference or included in this report are listed in the accompanying
         Index to Financial Statements and Financial Statement Schedules set
         forth on pages F-2 and F-3 of this report, which is incorporated herein
         by reference.

         (3) LIST OF EXHIBITS:

         The exhibits filed as part of this report are as follows (exhibits
incorporated by reference are set forth with the name of the registrant, the
type of report and registration number or last date of the period for which it
was filed, and the exhibit number in such filing):



                           INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>


   EXHIBIT NO.                       EXHIBIT                       REGISTRANT           FILING           EXHIBIT
 --------------     ----------------------------------------     ---------------     -------------      --------
<S>                 <C>                                          <C>                 <C>                <C>
       2.1          Merger and Contribution Agreement among          AmeriGas        Registration         10.21
                    AmeriGas Partners, L.P., AmeriGas             Partners, L.P.     Statement on
                    Propane, L.P., New AmeriGas Propane,                             Form S-4 (No.
                    Inc., AmeriGas Propane, Inc., AmeriGas                             33-92734)
                    Propane-2, Inc., Cal Gas Corporation of
                    America, Propane Transport, Inc. and
                    NORCO Transportation Company

        2.2         Conveyance and Contribution Agreement            AmeriGas        Registration         10.22
                    among AmeriGas Partners, L.P., AmeriGas       Partners, L.P.     Statement on
                    Propane, L.P. and Petrolane Incorporated                         Form S-4 (No.
                                                                                       33-92734)

        3.1         Amended and Restated Agreement of Limited        AmeriGas          Form 10-K           3.1
                    Partnership of AmeriGas Partners, L.P.        Partners, L.P.       (9/30/95)
                    dated as of September 18, 1995

        3.2         Certificate of Incorporation of AmeriGas         AmeriGas        Registration          3.3
                    Finance Corp.                                 Partners, L.P.     Statement on
                                                                                     Form S-4 (No.
                                                                                       33-92734)
</TABLE>


                                       -42-
<PAGE>   45
                           INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>


   EXHIBIT NO.                     EXHIBIT                       REGISTRANT           FILING           EXHIBIT
 --------------   ---------------------------------------        ---------------     -------------      --------
<S>                 <C>                                          <C>                 <C>                <C>
       3.3        Bylaws of AmeriGas Finance Corp.                   AmeriGas        Registration          3.4
                                                                  Partners, L.P.     Statement on
                                                                                       Form S-4
                                                                                    (No. 33-92734)

       4.1        Indenture dated as of April 19, 1995 among         AmeriGas          Form 10-Q           4.1
                  AmeriGas Partners, L.P., AmeriGas Finance       Partners, L.P.        3/31/95
                  Corp., and first Union National Bank
                  (formerly, First Fidelity Bank, National
                  Association) as Trustee

       4.2        Specimen Certificate of Notes                      AmeriGas          Form 10-Q           4.2
                                                                  Partners, L.P.       (3/31/95)

       4.3        Registration Rights Agreement dated as of          AmeriGas          Form 10-Q           4.3
                  April 19, 1995 among Donaldson, Lufkin &        Partners, L.P.       (3/31/95)
                  Jenrette Securities Corporation, Smith
                  Barney, Inc., AmeriGas Partners, L.P. and
                  AmeriGas Finance Corp.

       4.4        Note Agreement dated as of April 12, 1995          AmeriGas          Form 10-Q          10.8
                  among The Prudential Insurance Company of       Partners, L.P.       (3/31/95)
                  America, Metropolitan Life Insurance
                  Company, and certain other institutional
                  investors and AmeriGas Propane, L.P., New
                  AmeriGas Propane, Inc. and Petrolane
                  Incorporated

       4.5        First Amendment dated as of September 12,          AmeriGas          Form 10-Q           4.5
                  1997 to Note Agreement dated as of April        Partners, L.P.       (9/30/97)
                  12, 1995

       4.6        Second Amendment dated as of September 15,         AmeriGas          Form 10-K           4.6
                  1998 to Note Agreement dated as of April        Partners, L.P.       (9/30/98)
                  12, 1995

       4.7        Third Amendment dated as of March 23, 1999         AmeriGas          Form 10-Q          10.2
                  to Note Agreement dated as of April 12, 1995    Partners, L.P.       (3/31/99)

      10.1        Amended and Restated Credit Agreement dated        AmeriGas          Form 10-K          10.1
                  as of September 15, 1997 among AmeriGas         Partners, L.P.       (9/30/97)
                  Propane, L.P., AmeriGas Propane, Inc.,
                  Petrolane Incorporated, Bank of America
                  National Trust and Savings Association, as
                  Agent, First Union National Bank, as
                  Syndication Agent and certain banks
</TABLE>


                                       -43-
<PAGE>   46
                           INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>


   EXHIBIT NO.                     EXHIBIT                       REGISTRANT           FILING           EXHIBIT
 --------------   ---------------------------------------        ---------------     -------------      --------
<S>               <C>                                            <C>                 <C>                <C>
      10.2        First Amendment dated as of September 15,          AmeriGas          Form 10-K          10.2
                  1998 to Amended and Restated Credit Agreement   Partners, L.P.       (9/30/98)

      10.3        Second Amendment dated as of March 25, 1999        AmeriGas          Form 10-Q          10.1
                  to Amended and Restated Credit Agreement        Partners, L.P.       (3/31/99)

      10.4        Agreement dated as of May 1, 1996 between TE       AmeriGas          Form 10-K          10.2
                  Products Pipeline Company, L.P., and            Partners, L.P.       (9/30/97)
                  AmeriGas Propane, L.P., effective until
                  April 1, 2001

      10.5        Intercreditor and Agency Agreement dated as        AmeriGas          Form 10-Q          10.2
                  of April 19, 1995 among AmeriGas Propane,       Partners, L.P.       (3/31/95)
                  Inc., Petrolane Incorporated, AmeriGas
                  Propane, L.P., Bank of America National
                  Trust and Savings Association ("Bank of
                  America") as Agent, Mellon Bank, N.A. as
                  Cash Collateral Sub-Agent, Bank of America
                  as Collateral Agent and certain creditors of
                  AmeriGas Propane, L.P.

      10.6        General Security Agreement dated as of April       AmeriGas          Form 10-Q          10.3
                  19, 1995 among AmeriGas Propane, L.P., Bank     Partners, L.P.       (3/31/95)
                  of America National Trust and Savings
                  Association and Mellon Bank, N.A.

      10.7        Subsidiary Security Agreement dated as of          AmeriGas          Form 10-Q          10.4
                  April 19, 1995 among AmeriGas Propane, L.P.,    Partners, L.P.       (3/31/95)
                  Bank of America National Trust and Savings
                  Association as Collateral Agent and Mellon
                  Bank, N.A. as Cash Collateral Agent

      10.8        Restricted Subsidiary Guarantee dated as of        AmeriGas          Form 10-Q          10.5
                  April 19, 1995 by AmeriGas Propane, L.P. for    Partners, L.P.       (3/31/95)
                  the benefit of Bank of America National
                  Trust and Savings Association, as Collateral
                  Agent

      10.9        Trademark License Agreement dated April 19,        AmeriGas          Form 10-Q          10.6
                  1995 among UGI Corporation, AmeriGas, Inc.,     Partners, L.P.       (3/31/95)
                  AmeriGas Propane, Inc., AmeriGas Partners,
                  L.P. and AmeriGas Propane, L.P.

     10.10        Trademark License Agreement dated April 19,        AmeriGas          Form 10-Q          10.7
                  1995 among AmeriGas Propane, Inc., AmeriGas     Partners, L.P.       (3/31/95)
                  Partners, L.P. and AmeriGas Propane, L.P.

     10.11        Stock Purchase Agreement dated May 27, 1989,       Petrolane       Registration        10.16(a)
                  as amended and restated July 31, 1989,           Incorporated/      on Form S-1
                  between Texas Eastern Corporation and QFB       AmeriGas, Inc.    (No. 33-69450)
                  Partners
</TABLE>


                                       -44-
<PAGE>   47
                           INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>


   EXHIBIT NO.                     EXHIBIT                        REGISTRANT           FILING           EXHIBIT
 --------------   ---------------------------------------         ---------------     -------------      --------
<S>               <C>                                             <C>                 <C>                <C>
     10.12        Amended and Restated Sublease Agreement dated    UGI Corporation     Form 10-K          10.35
                  April 1, 1988, between Southwest Salt Co. and                        (9/30/94)
                  AP Propane, Inc. (the "Southwest Salt Co.
                  Agreement")

     10.12(a)     Letter dated July 8, 1998 pursuant to Article    UGI Corporation     Form 10-K          10.5
                  1, Section 1.2 of the Southwest Salt Co.                             (9/30/99)
                  Agreement re:  option to renew for period of
                  June 1, 2000 to May 31, 2005

     10.13        Financing Agreement dated as of November 5,         AmeriGas         Form 10-K          10.12
                  1997 between AmeriGas Propane, Inc. and          Partners, L.P.      (9/30/97)
                  AmeriGas Propane, L.P.

     10.14        Agreement by Petrolane Incorporated and             Petrolane        Form 10-K          10.13
                  certain of its subsidiaries parties thereto       Incorporated       (9/23/94)
                  ("Subsidiaries") for the Sale of the
                  Subsidiaries' Inventory and Assets to the
                  Goodyear Tire & Rubber Company and D.C.H.,
                  Inc., as Purchaser, dated as of December 18,
                  1985

     10.15**      UGI Corporation 1992 Stock Option and            UGI Corporation     Form 10-Q          10(ee.)
                  Dividend Equivalent Plan, as amended May 19,                         (6/30/92)
                  1992

     10.16**      UGI Corporation Annual Bonus Plan dated March    UGI Corporation     Form 10-Q          10.4
                  8, 1996                                                              (6/30/96)

    *10.17**      AmeriGas Propane, Inc. Annual Bonus Plan
                  effective October 1, 1998

     10.18**      1997 Stock Purchase Loan Plan                    UGI Corporation     Form 10-K          10.16
                                                                                       (9/30/97)

     10.19**      UGI Corporation Senior Executive Employee       UGI Corporation      Form 10-K          10.12
                  Severance Pay Plan effective January 1, 1997                         (9/30/97)

     10.20**      AmeriGas Propane, Inc. Executive Employee           AmeriGas         Form 10-Q          10.1
                  Severance Pay Plan effective January 1, 1997     Partners, L.P.      (12/31/96)

     10.21**      Amendment No. 1 to AmeriGas Propane, Inc.           AmeriGas         Form 10-Q          10
                  Executive Employee Severance Pay Plan            Partners, L.P.      (6/30/98)

     10.22**      UGI Corporation 1992 Non-Qualified Stock            AmeriGas         Form 10-K          10.19
                  Option Plan                                      Partners, L.P.      (9/30/95)

     10.23**      Amendment No. 1 to the UGI Corporation 1992      UGI Utilities,      Form 10-Q          10
                  Non-Qualified Stock Option Plan                       Inc.           (6/30/97)

     10.24**      UGI Corporation 2000 Stock Incentive Plan       UGI Corporation      Form 10-K          10.14
                                                                                       (9/30/99)
</TABLE>


                                       -45-
<PAGE>   48
                           INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>


   EXHIBIT NO.                     EXHIBIT                       REGISTRANT           FILING           EXHIBIT
 --------------   ---------------------------------------        ---------------     -------------      --------
<S>               <C>                                            <C>                 <C>                <C>
    10.25**       AmeriGas Propane, Inc. 1997 Long-Term              AmeriGas          Form 10-K          10.26
                  Incentive Plan effective October 1, 1996        Partners, L.P.       (9/30/97)

    10.26**       AmeriGas Propane, Inc. Supplemental                AmeriGas          Form 10-K          10.27
                  Executive Retirement Plan effective October     Partners, L.P.       (9/30/97)
                  1, 1996

    10.27**       UGI Corporation 1997 Stock Option and          UGI Corporation       Form 10-Q          10.2
                  Dividend Equivalent Plan                                             (3/31/97)

    10.28**       UGI Corporation Supplemental Executive         UGI Corporation       Form 10-Q          10
                  Retirement Plan Amended and Restated                                 (6/30/98)
                  effective October 1, 1996

    10.29**       Summary of Terms of UGI Corporation            UGI Corporation       Form 10-Q          10
                  Restricted Stock Awards                                              (6/30/99)

    10.30**       Description of Change of Control               UGI Corporation       Form 10-K          10.33
                  arrangements for Messrs. Greenberg and                               (9/30/99)
                  Bovaird

   *10.31**       Description of Change of Control
                  arrangements for Messrs. Bissell, Grady and
                  Knauss

   *13            Pages 9 through 23 of the AmeriGas
                  Partners, L.P. Annual Report for the year
                  ended September 30, 1999

    21            Subsidiaries of AmeriGas Partners, L.P.            AmeriGas          Form 10-K          21
                                                                  Partners, L.P.       (9/30/98)

   *27.1          Financial Data Schedule of AmeriGas
                  Partners, L.P.

   *27.2          Financial Data Schedule of AmeriGas
                  Finance Corp.
</TABLE>


*  Filed herewith.

** As required by Item 14(a)(3), this exhibit is identified as a compensatory
   plan or arrangement.

(b)      Reports on Form 8-K.

         During the last quarter of the 1999 fiscal year, neither the
Partnership nor AmeriGas Finance Corp. filed any Current Reports on Form 8-K.


                                       -46-
<PAGE>   49
                                   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 to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       AMERIGAS PARTNERS, L.P.


Date:  December 13, 1999               By:   AmeriGas Propane, Inc.
                                             its General Partner




                                       By:   Martha B. Lindsay
                                             ----------------------------------
                                             Martha B. Lindsay
                                             Vice President - Finance
                                             and Chief Financial Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on December 13, 1999 by the following persons
on behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.


         SIGNATURE                                   TITLE



Lon R. Greenberg                                  President, Chairman and Chief
--------------------------------                  Executive Officer
Lon R. Greenberg                                  (Principal Executive Officer)
                                                  and Director


Martha B. Lindsay                                 Vice President - Finance
--------------------------------                  and Chief Financial Officer
Martha B. Lindsay                                 (Principal Financial Officer)


Richard R. Eynon                                  Controller and
--------------------------------                  Chief Accounting Officer
Richard R. Eynon                                  (Principal Accounting Officer)


                                       -47-
<PAGE>   50
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on December 13, 1999 by the following persons
on behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.


         SIGNATURE                                            TITLE
         ---------                                            -----
Thomas F. Donovan                                             Director
-----------------------------------
Thomas F. Donovan


Richard C. Gozon                                              Director
-----------------------------------
Richard C. Gozon


James W. Stratton                                             Director
-----------------------------------
James W. Stratton


Stephen A. Van Dyck                                           Director
-----------------------------------
Stephen A. Van Dyck


Roger B. Vincent                                              Director
-----------------------------------
Roger B. Vincent


David I. J. Wang                                              Director
-----------------------------------
David I. J. Wang


                                       -48-
<PAGE>   51
                                   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 to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         AMERIGAS FINANCE CORP.



Date:  December 13, 1999                 By:   Martha B. Lindsay
                                               ----------------------------
                                               Martha B. Lindsay
                                               Vice President - Finance
                                               and Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on December 13, 1999 by the following persons
on behalf of the Registrant and in the capacities indicated.


         SIGNATURE                             TITLE
         ---------                             -----



Eugene V.N. Bissell                  President (Principal Executive
------------------------------       Officer) and Director
Eugene V.N. Bissell


Martha B. Lindsay                    Vice President - Finance
------------------------------       and Chief Financial Officer
Martha B. Lindsay                    (Principal Financial Officer)
                                     and Director


Richard R. Eynon                     Controller and Chief Accounting Officer
------------------------------       (Principal Accounting Officer)
Richard R. Eynon


Brendan P. Bovaird                   Director
------------------------------
Brendan P. Bovaird


                                       -49-
<PAGE>   52
                             AMERIGAS PARTNERS, L.P
                             AMERIGAS FINANCE CORP.





                              FINANCIAL INFORMATION

                        FOR INCLUSION IN ANNUAL REPORT ON

                            FORM 10-K FOR THE FISCAL

                          YEAR ENDED SEPTEMBER 30, 1999






                                       F-1
<PAGE>   53
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The consolidated financial statements of AmeriGas Partners, L.P. and
subsidiaries, together with the report thereon of Arthur Andersen LLP dated
November 12, 1999, listed in the following index, are included in AmeriGas
Partners' 1999 Annual Report to Unitholders and are incorporated herein by
reference. With the exception of the pages listed in this index and information
incorporated in Items 5 and 8, the 1999 Annual Report to Unitholders is not to
be deemed filed as part of this Report.

<TABLE>
<CAPTION>
                                                                                                        Annual Report
                                                                                     Form 10-K         to Unitholders
                                                                                       (page)              (page)
                                                                                       ------              ------
AmeriGas Partners, L.P. and Subsidiaries
----------------------------------------
<S>                                                                                  <C>               <C>
Financial Statements:

    Report of Independent Public Accountants                                         Exhibit 13              23

    Consolidated Balance Sheets as of September 30,
       1999 and 1998                                                                 Exhibit 13              10

    Consolidated Statements of Operations for the years ended September 30,
       1999, 1998 and 1997                                                           Exhibit 13              11

    Consolidated Statements of Cash Flows for the years ended September 30,
       1999, 1998 and 1997                                                           Exhibit 13              12

    Consolidated Statements of Partners' Capital for the years ended September
       30, 1999, 1998 and 1997                                                       Exhibit 13              13

    Notes to Consolidated Financial Statements                                       Exhibit 13            14-22

Financial Statement Schedules:

    I -  Condensed Financial Information of Registrant
              (Parent Company)                                                       S-1 to S-3

    II - Valuation and Qualifying Accounts                                           S-4 to S-5

         Report of Independent Public Accountants
              on Financial Statement Schedules                                          S-6
</TABLE>




                                       F-2
<PAGE>   54
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

   INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)


<TABLE>
<CAPTION>
                                                                                     Form 10-K
                                                                                       (page)
                                                                                       ------
AmeriGas Finance Corp.
----------------------

<S>                                                                                  <C>
    Financial Statements:

         Report of Independent Public Accountants                                       F-5

         Balance Sheets as of September 30, 1999 and 1998                               F-6

         Statements of Stockholder's Equity for the years ended September 30,
              1999, 1998 and 1997                                                       F-7

         Note to Financial Statements                                                   F-8
</TABLE>



We have omitted all other financial statement schedules because the required
information is either (1) not present; (2) not present in amounts sufficient to
require submission of the schedule; or (3) the information required is included
elsewhere in the financial statements or related notes.






                                       F-3
<PAGE>   55
                             AMERIGAS FINANCE CORP.


                              FINANCIAL STATEMENTS
              for the years ended September 30, 1999, 1998 and 1997







                                       F-4
<PAGE>   56
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To AmeriGas Finance Corp.:


We have audited the accompanying balance sheets of AmeriGas Finance Corp. (a
Delaware corporation and a wholly owned subsidiary of AmeriGas Partners, L.P.)
as of September 30, 1999 and 1998, and the related statements of stockholder's
equity for each of the three years in the period ended September 30, 1999. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the balance sheets and statements of stockholder's equity
referred to above present fairly, in all material respects, the financial
position of AmeriGas Finance Corp. as of September 30, 1999 and 1998, in
conformity with generally accepted accounting principles.




ARTHUR ANDERSEN LLP

Chicago, Illinois
November 12, 1999




                                       F-5
<PAGE>   57
                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                  September 30,
                                                                                           -----------------------------
ASSETS                                                                                        1999             1998
------                                                                                     -----------      ------------
<S>                                                                                        <C>              <C>
        Cash                                                                                  $ 1,000           $ 1,000
                                                                                           -----------      ------------
                Total assets                                                                  $ 1,000           $ 1,000
                                                                                           ===========      ============


STOCKHOLDER'S  EQUITY

        Common stock, $.01 par value; 100 shares authorized;
                100 shares issued and outstanding                                             $     1           $     1
        Additional paid-in capital                                                                999               999
                                                                                           -----------      ------------
                Total stockholder's equity                                                    $ 1,000           $ 1,000
                                                                                           ===========      ============
</TABLE>


The accompanying note is an integral part of these financial statements.


                                      F-6
<PAGE>   58
                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                       STATEMENTS OF STOCKHOLDER'S EQUITY




<TABLE>
<CAPTION>
                                                                      Additional
                                                      Common            Paid-in           Retained
                                                       Stock            Capital           Earnings
                                                   --------------    --------------     -------------

<S>                                                <C>               <C>                <C>
BALANCE SEPTEMBER 30, 1997                            $        1        $      999         $       -
                                                   --------------    --------------     -------------

BALANCE SEPTEMBER 30, 1998                                     1               999                 -
                                                   --------------    --------------     -------------

BALANCE SEPTEMBER 30, 1999                            $        1        $      999         $       -
                                                   ==============    ==============     =============
</TABLE>




The accompanying note is an integral part of these financial statements.


                                      F-7
<PAGE>   59
                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                          NOTE TO FINANCIAL STATEMENTS

                           SEPTEMBER 30, 1999 AND 1998

AmeriGas Finance Corp. (AmeriGas Finance), a Delaware corporation, was formed on
March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).

On April 19, 1995, AmeriGas Partners issued $100,000,000 face value of 10.125%
Senior Notes due April 2007. AmeriGas Finance serves as a co-obligor of these
notes.

AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.





                                       F-8
<PAGE>   60
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                                 BALANCE SHEETS
                             (Thousands of dollars)





<TABLE>
<CAPTION>
                                                                    September 30,
                                                           --------------------------------
                                                               1999               1998
                                                           -------------      -------------
<S>                                                         <C>                <C>
ASSETS
------

Accounts receivable                                           $   5,063          $   5,093
Investment in AmeriGas Propane, L.P.                            331,317            396,844
Deferred charges                                                  2,304              2,609
                                                           -------------      -------------

        Total assets                                          $ 338,684          $ 404,546
                                                           =============      =============



LIABILITIES  AND  PARTNERS'  CAPITAL
------------------------------------

Accounts payable                                              $       2          $      30
Accrued interest                                                  4,641              4,641
                                                           -------------      -------------

        Total current liabilities                                 4,643              4,671

Long-term debt                                                  100,000            100,000

Partners' capital:
        Common unitholders                                      177,947            157,866
        Subordinated unitholders                                 53,756            139,012
        General partner                                           2,338              2,997
                                                           -------------      -------------

        Total partners' capital                                 234,041            299,875
                                                           -------------      -------------

        Total liabilities and partners' capital               $ 338,684          $ 404,546
                                                           =============      =============
</TABLE>



                                       S-1
<PAGE>   61
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                            STATEMENTS OF OPERATIONS
                             (Thousands of dollars)



<TABLE>
<CAPTION>
                                                                          Year
                                                                         Ended
                                                                     September 30,
                                                      ---------------------------------------------
                                                         1999             1998            1997
                                                      ------------    -------------    ------------

<S>                                                   <C>             <C>              <C>
Operating income (expenses)                              $     (2)        $     30        $    (29)
Equity in income of AmeriGas Propane, L.P.                 36,067           31,802          54,439
Interest expense                                          (10,430)         (10,430)        (10,430)
                                                      ------------    -------------    ------------

Net income                                               $ 25,635         $ 21,402        $ 43,980
                                                      ============    =============    ============
</TABLE>



                                       S-2
<PAGE>   62
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                            STATEMENTS OF CASH FLOWS
                             (Thousands of dollars)



<TABLE>
<CAPTION>
                                                                                           Year
                                                                                           Ended
                                                                                       September 30,
                                                                     --------------------------------------------------
                                                                         1999              1998              1997
                                                                     --------------    --------------   ---------------
<S>                                                                  <C>               <C>              <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
       Net income                                                         $ 25,635          $ 21,402          $ 43,980
       Reconciliation of net income to net cash from
         operating activities:
          Equity in income of AmeriGas Propane, L.P.                       (36,067)          (31,802)          (54,438)
          Increase (decrease) in accounts receivable                            30               (30)                -
          Increase (decrease) in accounts payable                              (28)                1               (37)
          Amortization of deferred debt issuance costs                         305               305               306
                                                                     --------------    --------------   ---------------
            Net cash used by operating activities                          (10,125)          (10,124)          (10,189)
                                                                     --------------    --------------   ---------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
       Contribution to AmeriGas Propane, L.P.                                  (16)              (12)              (26)
       Distributions from AmeriGas Propane, L.P.                           103,255           103,184           103,050
                                                                     --------------    --------------   ---------------
            Net cash provided by investing activities                      103,239           103,172           103,024
                                                                     --------------    --------------   ---------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
       Distributions                                                       (93,130)          (93,060)          (92,861)
       Capital contribution from General Partner                                16                12                26
                                                                     --------------    --------------   ---------------
            Net cash used by financing activities                          (93,114)          (93,048)          (92,835)
                                                                     --------------    --------------   ---------------



Change in cash and cash equivalents                                       $      -          $      -          $      -
                                                                     ==============    ==============   ===============

CASH  AND  CASH  EQUIVALENTS:
       End of period                                                      $      -          $      -          $      -
       Beginning of period                                                       -                 -                 -
                                                                     --------------    --------------   ---------------
            Change                                                        $      -          $      -          $      -
                                                                     ==============    ==============   ===============
</TABLE>



                                       S-3
<PAGE>   63
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Thousands of dollars)






<TABLE>
<CAPTION>
                                                                        Charged
                                                     Balance at        (credited)                           Balance at
                                                      beginning       to costs and                            end of
                                                       of year          expenses           Other               year
                                                    --------------   ---------------   --------------      --------------
<S>                                                 <C>              <C>               <C>                 <C>
YEAR ENDED SEPTEMBER 30, 1999
-----------------------------

Reserves deducted from assets in
 the consolidated balance sheet:

      Allowance for doubtful accounts                $      6,432     $      3,528       $  (3,962)(1)      $      5,998
                                                    ==============                                         ==============

      Allowance for amortization of other
          deferred costs                             $        584     $        787                          $      1,371
                                                    ==============                                         ==============

      Allowance for amortization of deferred
          financing costs                            $      5,407     $      1,656                          $      7,063
                                                    ==============                                         ==============

Other reserves:

      Self-insured property and casualty liability   $     41,842     $     10,952       $ (18,187)(2)      $     34,607
                                                    ==============                                         ==============

      Insured property and casualty liability        $      4,300     $        768                          $      5,068
                                                    ==============                                         ==============

      Environmental and other                        $     13,167                        $  (1,161)(2)      $     12,165
                                                    ==============                                         ==============
                                                                                               159 (3)

YEAR ENDED SEPTEMBER 30, 1998
-----------------------------

Reserves deducted from assets in
 the consolidated balance sheet:

      Allowance for doubtful accounts                $      7,875     $      4,287       $  (5,730)(1)      $      6,432
                                                    ==============                                         ==============

      Allowance for amortization of other
          deferred costs                             $        414     $        170       $     -            $        584
                                                    ==============                                         ==============

      Allowance for amortization of deferred
          financing costs                            $      3,791     $      1,616       $     -            $      5,407
                                                    ==============                                         ==============

Other reserves:

      Self-insured property and casualty liability   $     41,856     $     10,606       $ (10,620)(2)      $     41,842
                                                    ==============                                         ==============

      Insured property and casualty liability        $      1,801     $      2,851       $    (352)(2)      $      4,300
                                                    ==============                                         ==============

      Environmental and other                        $     19,133     $     (4,046)      $  (1,920)(2)      $     13,167
                                                    ==============                                         ==============
</TABLE>



                                       S-4
<PAGE>   64
                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
                             (Thousands of dollars)




<TABLE>
<CAPTION>
                                                                        Charged
                                                      Balance at       (credited)                           Balance at
                                                      beginning       to costs and                            end of
                                                       of year          expenses           Other               year
                                                    --------------   ---------------   --------------      --------------
<S>                                                 <C>              <C>               <C>                 <C>
YEAR ENDED SEPTEMBER 30, 1997

Reserves deducted from assets in
 the consolidated balance sheet:

      Allowance for doubtful accounts                     $  6,579        $  6,986        $ (5,690)(1)        $  7,875
                                                          ========                                            ========

      Allowance for amortization of other
          deferred costs                                  $    244        $    170        $     --            $    414
                                                          ========                                             ========

      Allowance for amortization of deferred
          financing costs                                 $  2,238        $  1,553        $     --            $  3,791
                                                          ========                                            ========

Other reserves:

      Self-insured property and casualty liability        $ 42,332        $  9,421        $ (9,897)(2)        $ 41,856
                                                          ========                                            ========

      Insured property and casualty liability             $ 19,024        $  3,345        $(20,568)(2)        $  1,801
                                                          ========                                            ========

      Environmental and other                             $ 15,629        $  4,565        $ (1,126)(2)        $ 19,133
                                                          ========                                            ========
                                                                                                65 (3)
</TABLE>



(1)  Uncollectible accounts written off, net of recoveries.
(2)  Payments, net of any refunds
(3)  Other adjustments.



                                       S-5
<PAGE>   65
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:


We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in the AmeriGas Partners, L.P. annual
report to unitholders for the year ended September 30, 1999, incorporated by
reference in this Form 10-K, and have issued our report thereon dated November
12, 1999. Our audits were made for the purpose of forming an opinion on those
consolidated financial statements taken as a whole. The schedules listed in the
index on page F-2 are the responsibility of the management of AmeriGas Propane,
Inc. and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.







ARTHUR ANDERSEN LLP

Chicago, Illinois
November 12, 1999



                                       S-6
<PAGE>   66
                                  EXHIBIT INDEX


EXHIBIT NO.      DESCRIPTION
-----------      -----------

10.17             AmeriGas Propane, Inc. Annual Bonus Plan effective October 1,
                  1998

10.31             Description of Change of Control arrangements for Messrs.
                  Bissell, Grady and Knauss

13                Pages 9 through 23 of the AmeriGas Partners, L.P. 1999 Annual
                  Report

27.1              Financial Data Schedule of AmeriGas Partners, L.P.

27.2              Financial Data Schedule of AmeriGas Finance Corp.