<PAGE>
PROSPECTUS SUPPLEMENT Filing Under Rule 424(b)(3)
(TO PROSPECTUS DATED MAY 7, 1996 AND Registration No. 333-4288
PROSPECTUS SUPPLEMENT DATED AUGUST 1, 1996)
$107,000,000
[LOGO OF UTILITIES, INC.]
SERIES B MEDIUM-TERM NOTES
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
The Prospectus supplemented by this Prospectus Supplement covers the offer
and issuance from time to time of debt securities by UGI Utilities, Inc. (the
"Company"). The general terms of the debt securities are set forth in the
Company's Prospectus dated May 7, 1996. By Prospectus Supplement dated August
1, 1996, the Company supplemented its May 7, 1996 Prospectus to provide for
the offering of Series B Medium-Term Notes ("Notes") with an aggregate initial
offering price of up to $75,000,000. The terms of each Note are established
prior to issuance and set forth in pricing supplements. The Company has
authorized an increase in the aggregate initial offering price of the Notes
from $75,000,000 to $107,000,000, subject to reduction as a result of the sale
of other debt securities of the Company.
All references contained in the Company's Prospectus Supplement dated August
1, 1996 to an aggregate $75,000,000 initial offering price for the Notes are
updated to refer to an aggregate $107,000,000 initial offering price. To date,
Notes with an aggregate initial offering price and principal amount of
$55,000,000 have been issued. Accordingly, the Company is offering Notes with
an aggregate initial offering price of $52,000,000 pursuant to this Prospectus
Supplement.
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<TABLE>
<CAPTION>
PRICE TO AGENT'S DISCOUNT PROCEEDS TO
PUBLIC(1) OR COMMISSION(2) COMPANY(2)(3)
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<S> <C> <C> <C>
Per Note.... 100.000% .125 -- .750% 99.875% -- 99.250%
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$106,866,250 --
Total(4).... $107,000,000 $133,750 -- $802,500 $106,197,500
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</TABLE>
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(1) The Notes will be issued at 100% of their principal amount unless
otherwise set forth in the applicable Pricing Supplement.
(2) The Company will pay a discount or commission to Donaldson, Lufkin &
Jenrette Securities Corporation, as agent (the "Agent"), in the form of a
discount off the principal amount of any Note sold through such Agent,
ranging from .125% to .750%, depending on the stated maturity of the Note
(except that the Company and the Agent may agree to a higher commission
for maturities in excess of 30 years). The Company may also sell Notes to
the Agent at a discount for resale by the Agent. The Company has agreed to
indemnify the Agent against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
(3) Before deducting expenses payable by the Company estimated at $270,000.
(4) Notes with an aggregate initial offering price of $55,000,000 were issued
prior to the date of this Prospectus Supplement.
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
The date of this Prospectus Supplement is June 18, 1998.
