AmeriGas' Grady To Resign in 2004; AmeriGas Streamlines Management Structure.

Business Editors

VALLEY FORGE, Pa.--(BUSINESS WIRE)--June 9, 2003

AmeriGas Partners, L.P. (NYSE:APU), announced that R. Paul Grady, Senior Vice President-Operations and Chief Operating Officer, will resign effective January 9, 2004. Grady will become president of Juice Bowl Products, Inc., a Florida processor of juices and other beverages recently acquired by Grady family members.

Eugene V.N. Bissell, chief executive officer of AmeriGas, said, "Paul Grady has been a significant contributor to the success of AmeriGas Propane starting with his work on the acquisition of Petrolane in 1993. He has been a dedicated and distinguished member of the management team of AmeriGas for many years and we will miss him."

Separately, AmeriGas announced a realignment of its regional management structure to streamline decision-making and increase productivity. As of July 30, AmeriGas will close its seven regional offices located across the country and relocate four regional vice presidents to its Valley Forge, Pennsylvania headquarters. In addition, AmeriGas will reconfigure its eighty geographically-based market areas into approximately sixty market areas.

"This new structure will eliminate duplication and reduce overhead expenses while maintaining the superior customer service provided by our drivers, service technicians and customer relations representatives in the field," said Bissell. "I am very pleased that Paul Grady has agreed to stay through this realignment process." According to Bissell, the realignment is expected to reduce annual operating expenses by approximately $10 million when fully implemented this autumn. AmeriGas expects to incur approximately $4 million for charges for severance, relocation and other expenses related to the realignment in the next several months.

In addition, AmeriGas reiterated previous guidance for EBITDA for the fiscal year ending September 30, 2003 of approximately $237 million to $242 million, or net income of approximately $74 million, excluding the charges relating to the above-mentioned realignment.

EBITDA (earnings before interest expense, income taxes, depreciation and amortization, equity investee income, loss on debt extinguishments, minority interests and cumulative effect of accounting changes) should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as measures of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States. Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to compare our operating performance with other companies within the propane industry and to evaluate our ability to meet loan covenants. Our definition of EBITDA may be different from that used by other companies. The following table includes a reconciliation of forecasted net income to forecasted EBITDA for fiscal year 2003:

            AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
                          (in Millions)
                           (Unaudited)

                                                       Forecast
                                                     Fiscal 2003
                                                     ------------

Net income (estimate)                                        $74
Minority interests (estimate)                                  1
Income tax expense (benefit) (estimate)                        -
Interest expense (estimate)                                   87
Loss on extinguishments of debt (estimate)                     3
Depreciation and amortization (estimate)                      74
Equity investee (income) (estimate)                            -
                                                     ------------

EBITDA (estimate)                                           $239
                                                     ============

AmeriGas Partners is the nation's largest retail propane marketer, serving nearly 1.2 million customers from approximately 650 locations in 46 states. UGI Corporation (NYSE: UGI), through subsidiaries, owns 51% of the Partnership and individual unitholders own the remaining 49%.

Comprehensive information about AmeriGas is available on the internet at www.amerigas.com.

This press release contains certain forward-looking statements which management believes to be reasonable as of today's date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management's control. You should read the Partnership's Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, price volatility and availability of propane, the capacity to transport propane to our market areas and regional economic conditions. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.