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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2668356
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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The undersigned registrant hereby amends its Annual Report on Form
10-K for the fiscal year ended September 30, 1996, as set forth herein:
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K. The list of exhibits has been modified to indicate that Exhibit
Numbers 23.4 and 99.4 have been filed as exhibits to this Report.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
UGI CORPORATION
By C. L. Ladner
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C. L. Ladner
Senior Vice President - Finance
Date: May 20, 1997
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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:
(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):
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INCORPORATION BY REFERENCE
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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3.1 (Second) Amended and Restated Articles of UGI Amendment No. 3.(3)(a)
1 on Form 8 to
Incorporation of the Company Form 8-B
(4/10/92)
3.2 Bylaws of UGI as in effect since October UGI Form 10-K 3.2
31, 1995. (9/30/95)
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4 Instruments defining the rights of
security holders, including indentures.
(The Company agrees to furnish to the
Commission upon request a copy of any
instrument defining the rights of holders
of its long-term debt not required to be
filed pursuant to the description of
Exhibit 4 contained in Item 601 of
Regulation S-K)
4.1 Rights Agreement, as amended as of April UGI Form 8-K 4.1
17, 1996, between the Company and Mellon (4/17/96)
Bank, N.A., successor to Mellon Bank
(East) N.A., as Rights Agent, and
Assumption Agreement dated April 7, 1992
4.2 The description of the Company's Common UGI Form 8-B/A 3.(4)
Stock contained in the Company's (4/17/96)
registration statement filed under the
Securities Exchange Act of 1934, as
amended
4.3 UGI's (Second) Amended and Restated
Articles of Incorporation and Bylaws
referred to in 3.1 and 3.2 above.
4.4 Utilities' Articles of Incorporation Utilities Form 8-K 4(a)
(9/22/94)
4.5 First Mortgage Notes Agreement dated as AmeriGas Form 10-Q 10.8
of April 12, 1995 among The Prudential Partners, L.P. (3/31/95)
Insurance Company of America,
Metropolitan Life Insurance Company, and
certain other institutional investors and
AmeriGas Propane, L.P., New AmeriGas
Propane, Inc. and Petrolane Incorporated
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INCORPORATION BY REFERENCE
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K 10.5
November 1, 1989 between Utilities and (9/30/95)
Columbia, as modified pursuant to the
orders of the Federal Energy Regulatory
Commission at Docket No. RS92-5-000
reported at Columbia Gas Transmission
Corp., 64 FERC 61,060 (1993), order on
rehearing, 64 FERC Paragraph 61,365 (1993)
10.2 Service Agreement (Rate FTS) dated June Utilities Form 10-K (10)o.
1, 1987 between Utilities and Columbia, (12/31/90)
as modified by Supplement No. 1 dated
October 1, 1988; Supplement No. 2 dated
November 1, 1989; Supplement No. 3 dated
November 1, 1990; Supplement No. 4 dated
November 1, 1990; and Supplement No. 5
dated January 1, 1991, as further
modified pursuant to the orders of the
Federal Energy Regulatory Commission at
Docket No. RS92-5-000 reported at
Columbia Gas Transmission Corp., 64 FERC
61,060 (1993), order on rehearing, 64
FERC Paragraph 61,365 (1993)
10.3 Transportation Service Agreement (Rate Utilities Form 10-K (10)p.
FTS-1) dated November 1, 1989 between (12/31/90)
Utilities and Columbia Gulf Transmission
Company, as modified pursuant to the
orders of the Federal Energy Regulatory
Commission in Docket No. RP93-6-000
reported at Columbia Gulf Transmission
Co., 64 FERC Paragraph 61,060 (1993),
order on rehearing, 64 FERC Paragraph
61,365 (1993)
10.4 Amended and Restated Sublease Agreement UGI Form 10-K 10.35
dated April 1, 1988 between Southwest (9/30/94)
Salt Co. and AP Propane, Inc. (the
"Southwest Salt Co. Agreement")
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INCORPORATION BY REFERENCE
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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10.5 Letter dated September 26, 1994 pursuant UGI Form 10-K 10.36
to Article 1, Section 1.2 of the (9/30/94)
Southwest Salt Co. Agreement re: option
to renew for period of June 1, 1995 to
May 31, 2000
10.6** UGI Corporation 1992 Directors' Stock UGI Form 10-Q (10)ff
Plan (6/30/92)
10.7** UGI Corporation Directors Deferred UGI Form 10-K 10.39
Compensation Plan dated August 26, 1993 (9/30/94)
10.8** UGI Corporation Retirement Plan for UGI Form 10-K 10.40
Outside Directors dated October 1, 1993 (9/30/94)
10.9** UGI Corporation 1992 Stock Option and UGI Form 10-Q (10)ee
Dividend Equivalent Plan, as amended May (6/30/92)
19, 1992
10.10** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4
March 8, 1996 (6/30/96)
10.11** Amended and Restated Senior Executive UGI Form 10-K 10.43
Retirement Plan for Certain Employees of (9/30/94)
UGI Corporation and its Subsidiaries and
Affiliates, effective October 27, 1992
10.12** UGI Corporation Senior Executive UGI Form 10-K 10.44
Severance Pay Plan dated April 30, 1993 (9/30/94)
10.13** Change of Control Agreement between UGI UGI Form 10-Q 10.1
Corporation and Lon R. Greenberg (6/30/96)
10.14** Form of Change of Control between UGI UGI Form 10-Q 10.2
Corporation and each of Messrs. Bunn and (6/30/96)
Ladner
10.15** Form of Change of Control Agreement UGI Form 10-Q 10.3
between UGI Corporation and each of (6/30/96)
Messrs. Bovaird, Cuzzolina and Hall
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INCORPORATION BY REFERENCE
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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10.16** Agreement with Robert C. Mauch dated July AmeriGas Form 10-K 10.22
25, 1996 Partners (9/30/96)
10.17 Credit Agreement dated as of April 12, AmeriGas Registration 10.1
1995 among AmeriGas Propane, L.P., Partners, L.P. Statement on
AmeriGas Propane, Inc., Petrolane Form S-4 (No.
Incorporated, Bank of America National 33-92734)
Trust and Savings Association, as Agent
and certain banks
10.18 First Amendment dated as of July 31, 1995 AmeriGas Form 10-K 10.2
to Credit Agreement Partners, L.P. (9/30/96)
10.19 Second Amendment dated as of October 28, AmeriGas Form 10-K 10.3
1996 to Credit Agreement Partners, L.P. (9/30/96)
10.20 Intercreditor and Agency Agreement dated AmeriGas Form 10-Q 10.2
as of April 19, 1995 among AmeriGas Partners, L.P. (3/31/95)
Propane, 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.
10.21 General Security Agreement dated as of AmeriGas Form 10-Q 10.3
April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
L.P., Bank of America National Trust and
Savings Association and Mellon Bank, N.A.
10.22 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4
April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
L.P., Bank of America National Trust and
Savings Association as Collateral Agent
and Mellon Bank, N.A. as Cash Collateral
Agent
10.23 Restricted Subsidiary Guarantee dated as AmeriGas Form 10-Q 10.5
of April 19, 1995 by AmeriGas Propane, Partners, L.P. (3/31/95)
L.P. for the benefit of Bank of America
National Trust and Savings Association,
as Collateral Agent
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INCORPORATION BY REFERENCE
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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10.24 Trademark License Agreement dated April AmeriGas Form 10-Q 10.6
19, 1995 among UGI Corporation, AmeriGas, Partners, L.P. (3/31/95)
Inc., AmeriGas Propane, Inc., AmeriGas
Partners, L.P. and AmeriGas Propane, L.P.
10.25 Trademark License Agreement, dated April AmeriGas Form 10-Q 10.7
19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
10.26 Credit Agreement dated October 28, 1996 AmeriGas Form 10-K 10.19
between AmeriGas Propane, Inc. and Partners, L.P. (9/30/96)
AmeriGas Partners, L.P.
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11 Statement re: Computation of Per Share
Earnings
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13 Pages 10 through 39 of 1996 Annual Report
to Shareholders
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21 Subsidiaries of the Registrant
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23 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coopers & Lybrand L.L.P.
(Re: Financial Statements and Schedules
of UGI Utilities, Inc. Savings Plan)
23.3 Consent of Arthur Andersen LLP
(Re: Financial Statements and Schedules
of AmeriGas Propane, Inc. Savings Plan)
*23.4 Consent of Arthur Andersen LLP
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27 Financial Data Schedule
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99 Cautionary Statements affecting
Forward-looking Information
99.2 Financial Statements of the UGI
Utilities, Inc. Savings Plan
99.3 Financial Statements of the AmeriGas
Propane, Inc. Savings Plan
*99.4 Report of Arthur Andersen LLP (Re:
Financial Statements of AmeriGas Propane,
Inc. and subsidiaries)
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* 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 1996 fiscal year, the Company filed no
Current Reports on Form 8-K.
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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23.4 Consent of Arthur Andersen LLP
99.4 Report of Arthur Andersen LLP (Re: Financial Statements
of AmeriGas Propane, Inc. and subsidiaries)
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated November 22, 1996, on the consolidated financial statements
of AmeriGas Propane, Inc. and subsidiaries for the fiscal year ended September
30, 1996 and the period April 19, 1995 to September 30, 1995, included in
UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A,
Amendment No. 2) for the fiscal year ended September 30, 1996, into UGI
Corporation's previously filed Form S-8 Registration Statement No. 33-47319;
Form S-3 Registration Statement No. 33-78776; and Form S-8 Registration
Statement Nos. 33-61722 and 333-22305.
Arthur Andersen LLP
Chicago, Illinois
May 20, 1997
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Exhibit 99.4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of AmeriGas Propane, Inc.:
We have audited the accompanying consolidated balance sheets of AmeriGas
Propane, Inc. (a Pennsylvania corporation and a wholly owned subsidiary of
AmeriGas, Inc.) and subsidiaries as of September 30, 1996 and 1995, and the
related consolidated statements of operations, stockholder's equity and cash
flows for the year ended September 30, 1996 and for the period April 19, 1995
to September 30, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
AmeriGas Propane, Inc. and subsidiaries as of September 30, 1996 and 1995 and
the results of their operations and their cash flows for the year ended
September 30, 1996 and for the period April 19, 1995 to September 30, 1995, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 22, 1996
