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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UGI CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 23-2668356
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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UGI CORPORATION DIRECTORS' EQUITY COMPENSATION PLAN
AND
UGI CORPORATION 1997 STOCK OPTION AND DIVIDEND EQUIVALENT PLAN
(Full titles of the plans)
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BRENDAN P. BOVAIRD
VICE PRESIDENT AND GENERAL COUNSEL
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING OFFERING REGISTRATION
PRICE PER PRICE(2) FEE
UNIT(2)
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Common stock, without par
value..................... 1,640,000 shares (1) $24.50 $40,180,000 $12,176
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(1) This Registration Statement also relates to an indeterminable number of
shares of Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) Based on the average of the reported high and low sales prices of the
Common Stock on the New York Stock Exchange composite tape, as reported in
the Wall Street Journal, on February 20, 1997, estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by UGI Corporation (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this registration statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year
ended September 30, 1996.
(b) The Company's Quarterly Report on Form 10-Q dated
February 13, 1997.
(c) The description of the Company's Common Stock contained
in the Company's registration statement on Form 8-B dated March 23, 1992, as
amended by Amendment No. 1 to Form 8-B dated April 10, 1992 and Amendment No. 2
to Form 8-B dated April 17, 1996.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock covered by this
registration statement will be passed upon for the Company by Brendan P.
Bovaird, its Vice President and General Counsel. As of February 25, 1997, Mr.
Bovaird held exercisable options for the purchase of 35,000 shares of the
Company's Common Stock. In addition, as of December 31, 1996, Mr. Bovaird held
226 Units in the UGI Corporation Stock Fund of the Company's employee savings
plan. Each Unit was valued at $9.63.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law of 1988 (the "BCL") provide that a business corporation may
indemnify directors and officers against liabilities they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his
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or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. Under Section 1743 of the
BCL, the Company is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of personal liability
for monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state
or local law or responsibility under a criminal statute. Section 4.01 of the
Company's Bylaws limits the liability of any director of the Company to the
fullest extent permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad authority
to indemnify its directors, officers and other agents for liabilities and
expenses incurred in such capacity, except in circumstances where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. Article VII of
the Company's Bylaws provides indemnification of directors, officers and other
agents of the Company to the extent otherwise permitted by Section 1741 of the
BCL and pursuant to the authority of Section 1746 of the BCL.
Article VII of the Bylaws provides, except as expressly
prohibited by law, an unconditional right to indemnification for expenses and
any liability paid or incurred by any director or officer of the Company, or
any other person designated by the Board of Directors as an indemnified
representative, in connection with any actual or threatened claim, action, suit
or proceeding (including derivative suits) in which he or she may be involved
by reason of being or having been a director, officer, employee or agent of the
Company, or, at the request of the Company, of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity. The
Bylaws specifically authorize indemnification against both judgments and
amounts paid in settlement of derivative suits unlike Section 1742 of the BCL,
which authorizes indemnification only of expenses incurred in defending a
derivative action. Article VII of the Bylaws also allows indemnification for
punitive damages and liabilities incurred under the federal securities laws.
Unlike the provisions of BCL Sections 1741 and 1742, Article
VII does not require the Company to determine the availability of
indemnification by the procedures or the standard of conduct specified in
Sections 1741 and 1742 of the BCL. A person who has incurred an indemnifiable
expense or liability has a right to be indemnified independent of any
procedures or determinations that would otherwise be required, and that right
is enforceable against the Company as long as indemnification is not prohibited
by law. To the extent indemnification is permitted only for a portion of a
liability, the Bylaw provisions require the Company to indemnify
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such portion. If the indemnification provided for in Article VII is
unavailable for any reason in respect of any liability or portion thereof, the
Bylaws require the Company to make a contribution toward the liability.
Indemnification rights under the Bylaws does not depend upon the approval of
any future Board of Directors.
Section 7.04 of the Company's Bylaws also authorizes the
Company to further effect or secure its indemnification obligations by entering
into indemnification agreements, maintaining insurance, creating a trust fund,
granting a security interest in its assets or property, establishing a letter
of credit, or using any other means that may be available from time to time.
Section 5.01(c) of the Company's Bylaws limits the personal
liability of officers to the Company to the same extent directors are relieved
of such liabilities pursuant to Section 4.01 of the Bylaws, with the exception
that the limitation of the liability of officers applies only to liabilities
arising out of derivative claims by shareholders asserting a right of the
Company and not to liabilities arising out of third party claims.
The Company maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge
of their duties, as well as insurance covering the Company for indemnification
payments made to its directors and officers for certain liabilities. The
premiums for such insurance are paid by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are
as follows:
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Exhibit
Number Exhibit
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4.1 (Second) Amended and Restated Articles of Incorporation of the Company are
incorporated herein by reference to Exhibit 3(3)(a) to the Company's Amendment
No. 1 on Form 8 to Form 8-B, filed on April 10, 1992.
4.2 Bylaws of UGI as in effect since October 31, 1995 are incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
year ended September 30, 1995.
4.3 Rights Agreement, as amended as of April 17, 1996, between the Company and
Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights Agent, and
Assumption Agreement dated April 7, 1992 are incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 17, 1996.
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4.4 The description of the Company's Common Stock contained in the Company's
registration statement filed under the Securities Exchange Act of 1934, as
amended, is incorporated herein by reference to the Company's Form 8-B dated
March 23, 1992, as amended by Amendment No. 1 to Form 8-B dated April 10,
1992 and Amendment No. 2 dated April 17, 1996.
5 Opinion of Brendan P. Bovaird, Vice President and General Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Brendan P. Bovaird, Vice President and General Counsel (included as
part of Exhibit 5)
24 Power of Attorney (included as part of the signature page)
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those subparagraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all participants in the UGI Corporation 1997
Stock Option and Dividend Equivalent Plan and the UGI Corporation Directors'
Equity Plan who do not otherwise receive such material as shareholders of the
Company, at the same time such material is sent to shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.
(d) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in King of Prussia, Pennsylvania on February 25, 1997.
UGI CORPORATION
By: Charles L. Ladner
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Charles L. Ladner
Senior Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated. Each person,
in so signing, also makes, constitutes and appoints Lon R. Greenberg, Charles
L. Ladner, and Brendan P. Bovaird, and each of such officers acting singly, his
or her true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any
or all amendments or post-effective amendments to this Registration Statement
as the Company deems appropriate, with all exhibits and any and all documents
required to be filed with respect thereto, and to do and perform each and every
act and thing necessary to effectuate the same.
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Signatures Title Date
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Lon R. Greenberg Chairman, President, Chief Executive February 25, 1997
- -------------------------- Officer, and Director
Lon R. Greenberg (principal executive officer)
Charles L. Ladner Senior Vice President-Finance February 25, 1997
- -------------------------- and Chief Financial Officer
Charles L. Ladner (principal financial officer)
Michael J. Cuzzolina Vice President-Accounting and February 25, 1997
- -------------------------- Financial Control (principal
Michael J. Cuzzolina accounting officer)
Stephen D. Ban Director February 25, 1997
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Stephen D. Ban
Robert C. Forney Director February 25, 1997
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Robert C. Forney
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Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in King of Prussia, Pennsylvania on February 25, 1997.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated. Each person,
in so signing, also makes, constitutes and appoints Lon R. Greenberg, Charles
L. Ladner, and Brendan P. Bovaird, and each of such officers acting singly, his
or her true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any
or all amendments or post-effective amendments to this Registration Statement
as the Company deems appropriate, with all exhibits and any and all documents
required to be filed with respect thereto, and to do and perform each and every
act and thing necessary to effectuate the same.
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Richard C. Gozon Director February 25, 1997
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Richard C. Gozon
Cyrus H. Holley Director February 25, 1997
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Cyrus H. Holley
Anne Pol Director February 25, 1997
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Anne Pol
Quentin I. Smith, Jr. Director February 25, 1997
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Quentin I. Smith, Jr.
James W. Stratton Director February 25, 1997
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James W. Stratton
David I. J. Wang Director February 25, 1997
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David I. J. Wang
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5 Opinion of Brendan P. Bovaird
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Brendan P. Bovaird
(included as part of Exhibit 5)
24 Power of Attorney
(included as part of the signature page)
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[UGI CORPORATION LETTERHEAD]
EXHIBIT 5
February 25, 1997
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
Re: UGI Corporation Registration Statement on Form S-8
1,640,000 Shares of Common Stock, without par value
Gentlemen:
I am Vice President and General Counsel of UGI Corporation, a
Pennsylvania corporation (the "Company), and in such capacity I am furnishing
this opinion in connection with the Company's registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the registration of 1,640,000 shares (the "Shares") of
common stock without par value (the "Common Stock"), of the Company, including
up to 1,500,000 shares of Common Stock issuable pursuant to stock options
granted or to be granted under the UGI Corporation 1997 Stock Option and
Dividend Equivalent Plan (the "1997 SODEP") and up to 140,000 shares of Common
Stock issuable pursuant to the UGI Corporation Directors' Equity Compensation
Plan (collectively, the "Plans").
In connection with this opinion, I have examined the Articles and
Bylaws of the Company and the executed Registration Statement and such other
documents, records, statutes and decisions as I have deemed relevant to enable
me to give this opinion.
Based upon the foregoing, I am of the opinion that the Shares, when
and to the extent issued by the Company pursuant to the provisions of the
Plans, including pursuant to stock options granted or to be granted in
accordance with the 1997 SODEP, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to me in the Registration
Statement.
Very truly yours,
/s/ Brendan P. Bovaird
Brendan P. Bovaird
Vice President and General Counsel
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Exhibit (23.1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
UGI Corporation on Form S-8 of our reports dated November 22, 1996, on our
audits of the consolidated financial statements and financial statement
schedules of UGI Corporation, which reports are included (or incorporated by
reference) in UGI Corporation's Annual Report on Form 10-K for the year ended
September 30, 1996.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1997
