<PAGE> 1
' UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT DATED JULY 11, 1997
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 11, 1997
(DATE OF REPORT)
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
PENNSYLVANIA 1-11071 23-2668356
<S> <C> <C>
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
</TABLE>
460 N. GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 2
UGI Corporation Form 8-K/A
Page 2 July 11, 1997
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In May 1996, Coopers & Lybrand L.L.P. ("C&L") was appointed by the
Audit Committee of the Board of Directors as the Company's independent public
accountants for the year ending September 30, 1997. That appointment was
approved by the Board of Directors and subsequently ratified by the Company's
shareholders at the Annual Meeting of Shareholders on February 25, 1997.
In May 1997, the staff of the Securities and Exchange Commission (the
"Commission"), notified the Company that for the year ending September 30, 1997,
the Company's principal auditor must audit and assume the responsibility for
reporting on at least 50% of the assets and revenues of the Company on a
consolidated basis. As stated in their reports on the consolidated financial
statements of UGI Corporation and subsidiaries for each of the two most recent
fiscal years, C&L did not audit the consolidated financial statements of
AmeriGas Propane, Inc. and subsidiaries ("AmeriGas Propane") as of September 30,
1996 and 1995 and for the year ended September 30, 1996 and the period from
April 19, 1995 to September 30, 1995, which statements reflected total assets
and revenues constituting 65 and 68 percent, and 65 and 31 percent,
respectively, of the related consolidated totals of the Company. Those AmeriGas
Propane financial statements were audited by Arthur Andersen LLP ("AA"). AA
furnished its reports on those financial statements to C&L. C&L's reports on the
Company's consolidated financial statements for the two most recent fiscal
years, in so far as they relate to amounts included for AmeriGas Propane, are
based solely on the reports of AA. The reports contained no adverse opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. Relying on the reports of AA, C&L was satisfied that it was
qualified to act as the Company's principal auditor.
In response to the comments of the staff of the Commission, management engaged
AA as the Company's independent public accountant (principal auditor),
effective July 11, 1997, to examine and report on the consolidated financial
statements of the Company for fiscal year 1997, and the prior engagement of C&L
as the Company's independent auditor was terminated. The decision to change
accountants was not recommended or approved by the Audit Committee of
the Board of Directors, however, it was ratified by the Board of Directors at
the July 29, 1997 Board meeting.
The Company is not aware of any disagreements with C&L during the
Company's two most recent fiscal years and through the date of this
report on any matters of accounting principles or practices, financial
statement disclosures, or auditing scope and procedures which, if not resolved
to the satisfaction of C&L, would have caused C&L to make reference to the
matters in their reports.
During the Company's two most recent fiscal years and through the date
of this report, the Company has had no reportable events as defined in Item 304
(a) (1)(v) of Regulation S-K.
<PAGE> 3
UGI Corporation Form 8-K/A
Page 3 July 11, 1997
The Company has requested that C&L furnish it with a letter addressed
to the Securities and Exchange Commission stating whether C&L agrees with the
above statements. A copy of that letter dated August 1, 1997 is filed as Exhibit
16 to this Amendment No. 1 on Form 8-K/A.
During the Company's two most recent fiscal years ended September 30,
1996 and September 30, 1995 and through the date of engagement of AA, the
Company has not consulted with AA regarding any of the matters specified in Item
304 (a) (2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(16) Letter to the Securities and Exchange Commission from Coopers &
Lybrand L.L.P., dated August 1, 1997.
<PAGE> 4
UGI Corporation Form 8-K/A
Page 4 July 11, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UGI CORPORATION
(REGISTRANT)
By: /s/ Brendan P. Bovaird
-------------------------------------
Brendan P. Bovaird
Vice President and General Counsel
Date: August 4, 1997
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(16) Letter to the Securities and
Exchange Commission from
Coopers & Lybrand L.L.P. dated
August 1, 1997
</TABLE>
A-1
<PAGE> 1
EXHIBIT 16
Coopers & Lybrand L.L.P. 101 East Kennedy Boulevard telephone (813)229-0221
Suite 1500
Tampa, Florida 33602-5194 facsimile (813)229-3646
a professional services firm
August 1, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by UGI Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Report on Form 8-K/A dated July 11, 1997. We agree
with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
<PAGE> 2
' UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT DATED JULY 11, 1997
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 11, 1997
(DATE OF REPORT)
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
PENNSYLVANIA 1-11071 23-2668356
<S> <C> <C>
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
</TABLE>
460 N. GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 3
UGI Corporation Form 8-K/A
Page 2 July 11, 1997
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In May 1996, Coopers & Lybrand L.L.P. ("C&L") was appointed by the
Audit Committee of the Board of Directors as the Company's independent public
accountants for the year ending September 30, 1997. That appointment was
approved by the Board of Directors and subsequently ratified by the Company's
shareholders at the Annual Meeting of Shareholders on February 25, 1997.
In May 1997, the staff of the Securities and Exchange Commission (the
"Commission"), notified the Company that for the year ending September 30, 1997,
the Company's principal auditor must audit and assume the responsibility for
reporting on at least 50% of the assets and revenues of the Company on a
consolidated basis. As stated in their reports on the consolidated financial
statements of UGI Corporation and subsidiaries for each of the two most recent
fiscal years, C&L did not audit the consolidated financial statements of
AmeriGas Propane, Inc. and subsidiaries ("AmeriGas Propane") as of September 30,
1996 and 1995 and for the year ended September 30, 1996 and the period from
April 19, 1995 to September 30, 1995, which statements reflected total assets
and revenues constituting 65 and 68 percent, and 65 and 31 percent,
respectively, of the related consolidated totals of the Company. Those AmeriGas
Propane financial statements were audited by Arthur Andersen LLP ("AA"). AA
furnished its reports on those financial statements to C&L. C&L's reports on the
Company's consolidated financial statements for the two most recent fiscal
years, in so far as they relate to amounts included for AmeriGas Propane, are
based solely on the reports of AA. The reports contained no adverse opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. Relying on the reports of AA, C&L was satisfied that it was
qualified to act as the Company's principal auditor.
In response to the comments of the staff of the Commission, management engaged
AA as the Company's independent public accountant (principal auditor),
effective July 11, 1997, to examine and report on the consolidated financial
statements of the Company for fiscal year 1997, and the prior engagement of C&L
as the Company's independent auditor was terminated. The decision to change
accountants was not recommended or approved by the Audit Committee of
the Board of Directors, however, it was ratified by the Board of Directors at
the July 29, 1997 Board meeting.
The Company is not aware of any disagreements with C&L during the
Company's two most recent fiscal years and through the date of this
report on any matters of accounting principles or practices, financial
statement disclosures, or auditing scope and procedures which, if not resolved
to the satisfaction of C&L, would have caused C&L to make reference to the
matters in their reports.
During the Company's two most recent fiscal years and through the date
of this report, the Company has had no reportable events as defined in Item 304
(a) (1)(v) of Regulation S-K.
<PAGE> 4
UGI Corporation Form 8-K/A
Page 3 July 11, 1997
The Company has requested that C&L furnish it with a letter addressed
to the Securities and Exchange Commission stating whether C&L agrees with the
above statements. A copy of that letter dated August 1, 1997 is filed as Exhibit
16 to this Amendment No. 1 on Form 8-K/A.
During the Company's two most recent fiscal years ended September 30,
1996 and September 30, 1995 and through the date of engagement of AA, the
Company has not consulted with AA regarding any of the matters specified in Item
304 (a) (2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(16) Letter to the Securities and Exchange Commission from Coopers &
Lybrand L.L.P., dated August 1, 1997.
<PAGE> 5
UGI Corporation Form 8-K/A
Page 4 July 11, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UGI CORPORATION
(REGISTRANT)
By: /s/ Brendan P. Bovaird
-------------------------------------
Brendan P. Bovaird
Vice President and General Counsel
Date: August 4, 1997
