<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO. 3
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)
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
-----------------------------------
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 II: SECURITIES AND FINANCIAL INFORMATION
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Financial Statements
and Financial Statement Schedules incorporated by reference or included
in this report are as follows:
<PAGE> 2
UGI CORPORATION AND SUBSIDIARIES
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K
YEAR ENDED SEPTEMBER 30, 1996
F-1
<PAGE> 3
UGI CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements and supplementary data of UGI Corporation
and subsidiaries, together with the report thereon of Coopers & Lybrand L.L.P.
dated November 22, 1996, listed in the following index, are included in UGI's
1996 Annual Report to Shareholders and are incorporated in this Form 10-K Annual
Report by reference. With the exception of the pages listed in this index and
information incorporated in Items 1, 2, 5, 7 and 8, the 1996 Annual Report to
Shareholders is not to be deemed filed as part of this Report.
Reference
-------------------------
Annual
Report to
Form 10-K Shareholders
(page) (page)
UGI Corporation:
Report of Independent Accountants:
On Consolidated Financial Statements 39
On Financial Statement Schedules F-4
Report of Independent Public Accountants on F-5
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
Financial Statements:
Consolidated Balance Sheets, September 30,
1996 and 1995 22 - 23
For the years ended September 30, 1996,
1995 and 1994:
Consolidated Statements of Income 21
Consolidated Statements of Cash Flows 24
Consolidated Statements of Stockholders'
Equity 25
Notes to Consolidated Financial
Statements 26 - 38
F-2
<PAGE> 4
UGI CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
Reference
-------------------------
Annual
Report to
Form 10-K Shareholders
(page) (page)
UGI Corporation (continued)
Supplementary Data (unaudited):
Quarterly Data for the years ended
September 30, 1996 and 1995 38
Financial Statement Schedules:
For the years ended September 30, 1996,
1995 and 1994:
I - Condensed Financial
Information of Registrant
(Parent Company) S-1 to S-3
II - Valuation and Qualifying
Accounts S-4 to S-5
Annual Reports on Form 10-K/A
Annual Reports on Form 10-K/A for the UGI Utilities, Inc. and AmeriGas
Propane, Inc. savings plans will be filed by amendment within the time
period specified by Rule 15d-21(b).
All other financial statement schedules are omitted because the required
information is not present or not present in amounts sufficient to require
submission of the schedule or because the information required is included
elsewhere in the respective financial statements or notes thereto contained
or incorporated by reference herein.
F-3
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors
and Stockholders
UGI Corporation
Valley Forge, Pennsylvania
Our report on the consolidated financial statements of UGI Corporation and
subsidiaries, which includes an explanatory paragraph regarding the Company's
change in its method of accounting for postemployment benefits in 1995, has been
incorporated by reference in this Form 10-K from page 39 of the 1996 Annual
Report to Shareholders of UGI Corporation and subsidiaries. In connection with
our audits of such financial statements, we have also audited the financial
statement schedules listed in the index on pages F-2 and F-3 inclusive, of this
Form 10-K.
In our opinion, the financial statement schedules (pages S-1 to S-5, inclusive)
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 22, 1996
F-4
<PAGE> 6
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
F-5
<PAGE> 7
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Millions of dollars)
<TABLE>
<CAPTION>
September 30,
ASSETS 1996 1995
- ------ ------- -------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 51.4 $ 19.1
Short-term investments 23.1 2.0
Accounts receivable 0.4 0.4
Deferred income taxes 0.2 0.2
Prepaid expenses and other current assets 0.2 0.3
------- -------
Total current assets 75.3 22.0
Investments in subsidiaries 326.5 383.2
Other assets 1.0 2.3
------- -------
Total assets $ 402.8 $ 407.5
======= =======
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
- -----------------------------------------------
Current liabilities:
Accounts and notes payable $ 12.2 $ 10.6
Accrued liabilities 11.7 12.6
------- -------
Total current liabilities 23.9 23.2
Noncurrent liabilities 1.3 3.8
Common stockholders' equity:
Common Stock, without par value (authorized - 100,000,000 shares;
issued - 33,198,731 and 32,921,830 shares, respectively) 392.0 386.1
Accumulated deficit (12.9) (5.5)
------- -------
379.1 380.6
Less treasury stock, at cost 1.5 0.1
------- -------
Total common stockholders' equity 377.6 380.5
------- -------
Total liabilities and common stockholders' equity $ 402.8 $ 407.5
======= =======
</TABLE>
S-1
<PAGE> 8
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF INCOME
(Millions of dollars, except per share amounts)
<TABLE>
<CAPTION>
Year Ended
September 30,
----------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Costs and expenses:
Operating and administrative expenses 10.1 16.4 15.9
Petrolane management fee income -- (6.8) (11.7)
Miscellaneous income, net (13.4) (16.7) (14.7)
-------- -------- --------
(3.3) (7.1) (10.5)
-------- -------- --------
Operating income 3.3 7.1 10.5
Interest income 0.1 0.2 --
-------- -------- --------
Income before income taxes 3.4 7.3 10.5
Income taxes 1.4 3.2 4.4
-------- -------- --------
Income before equity in income
of unconsolidated subsidiaries
and equity investees 2.0 4.1 6.1
Equity in continuing operations
of unconsolidated subsidiaries 37.5 3.7 31.6
Equity in Petrolane -- 0.1 (0.3)
-------- -------- --------
Income from continuing operations 39.5 7.9 37.4
Equity in discontinued operations
of unconsolidated subsidiaries -- -- 7.6
-------- -------- --------
Income before extraordinary loss and change
in accounting for postemployment benefits 39.5 7.9 45.0
Extraordinary loss - debt restructuring - subsidiaries -- (13.2) --
Change in accounting for postemployment benefits - subsidiaries -- (3.1) --
-------- -------- --------
Net income (loss) $ 39.5 $ (8.4) $ 45.0
======== ======== ========
Earnings per common share:
Continuing operations $ 1.19 $ .24 $ 1.16
Discontinued operations -- -- .23
-------- -------- --------
Earnings before extraordinary loss and change
in accounting for postemployment benefits 1.19 .24 1.39
Extraordinary loss - debt restructuring - subsidiaries -- (.40) --
Change in accounting for postemployment benefits - subsidiaries -- (.10) --
-------- -------- --------
Net earnings (loss) $ 1.19 $ (.26) $ 1.39
======== ======== ========
</TABLE>
S-2
<PAGE> 9
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Millions of dollars)
<TABLE>
<CAPTION>
Year Ended
September 30,
-------------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
NET CASH PROVIDED BY OPERATING
ACTIVITIES (a) $ 96.6 $ 25.0 $ 46.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment -- (0.2) --
Net repayments from unconsolidated subsidiaries -- 0.5 2.5
Investments in unconsolidated subsidiaries (1.1) (0.6) (36.0)
Other (21.1) (2.0) (6.1)
------- ------- -------
Net cash provided (used) by investing activities (22.2) (2.3) (39.6)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends on Common Stock (46.4) (45.2) (42.8)
Issuance of Common Stock 11.3 10.1 9.5
Purchase of Common Stock (7.1) -- --
------- ------- -------
Net cash used by financing activities (42.2) (35.1) (33.3)
------- ------- -------
Cash and cash equivalents increase (decrease) $ 32.2 $ (12.4) $ (26.5)
======= ======= =======
Cash and cash equivalents:
End of period $ 51.3 $ 19.1 $ 31.5
Beginning of period 19.1 31.5 58.0
------- ------- -------
Increase (decrease) $ 32.2 $ (12.4) $ (26.5)
======= ======= =======
</TABLE>
(a) Includes dividends received from unconsolidated subsidiaries of $95.2,
$22.1 and $37.3, respectively, for the years ended September 30, 1996,
1995 and 1994.
Supplemental disclosure of non-cash investing activities: During the year ended
September 30, 1995, UGI Corporation contributed a $10 noninterest bearing
demand note to its wholly owned subsidiary, AmeriGas, Inc. During the year
ended September 30, 1996, the note was contributed to AmeriGas Propane,
Inc., a subsidiary of AmeriGas, Inc.
S-3
<PAGE> 10
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
---------- ------------ ----- ----------
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1996
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 7.3 $10.5 $ (7.2)(1) $10.6
===== =====
Allowance for amortization of deferred
financing costs - Propane $ 0.7 $ 1.5 $ - $ 2.2
===== =====
Allowance for amortization of
other deferred costs - Propane $ 1.8 $ 1.0 $ - $ 2.8
===== =====
Other reserves:
Self-insured property and casualty liability $48.5 $14.0 $(14.8)(2) $47.7
===== =====
Insured property and casualty liability $11.7 $ 6.8 $ 0.5 (4) $19.0
===== =====
Environmental $18.4 $(5.9) $ (0.6)(2) $11.9
===== =====
Other $ 7.7 $(1.2) $ (2.3)(2) $ 4.2
===== =====
YEAR ENDED SEPTEMBER 30, 1995
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 4.7 $ 5.4 $ (7.3)(1) $ 7.3
===== 4.5 (3) =====
Allowance for amortization of deferred
financing costs - Propane $ - $ 0.7 -- $ 0.7
===== =====
Allowance for amortization of
other deferred costs - Propane $ 6.3 $ 1.6 $ 0.4 (3) $ 1.8
===== (6.5)(4) =====
Other reserves:
Self-insured property and casualty liability $13.6 $11.3 $ (9.6)(2) $48.5
===== 33.0 (3) =====
0.2 (4)
Insured property and casualty liability $ -- $14.9 $ (2.1)(2) $11.7
===== (1.1)(4) =====
Environmental $ 0.5 $ -- $ 21.4 (3) $18.4
===== (3.4)(4) =====
(0.1)(2)
Other $ -- $ 0.2 $ 10.9 (3) $ 7.7
===== (0.5)(2) =====
(2.9)(4)
</TABLE>
S-4
<PAGE> 11
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (continued)
(Millions of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
---------- ------------ ----- ----------
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1994
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $3.7 $5.9 $(4.9)(1) $ 4.7
==== =====
Allowance for amortization of
other deferred costs - Propane $5.9 $2.0 $(1.6)(4) $ 6.3
==== =====
Other reserves:
Self-insured property and casualty liability $9.1 $9.7 $(5.2)(2) $13.6
==== =====
Environmental $0.5 $- $ - $ 0.5
==== =====
</TABLE>
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments.
(3) Represents amounts for Petrolane Incorporated (Petrolane) as a result of
the purchase on April 19, 1995 of the 65% of the common stock of Petrolane
not already owned by UGI or its subsidiary AmeriGas, Inc.
(4) Other adjustments.
S-5
<PAGE> 12
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):
-2-
<PAGE> 13
================================================================================
INCORPORATION BY REFERENCE
================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
================================================================================
3.1 (Second) Amended and Restated UGI Amendment No. 3.(3)(a)
Articles of Incorporation of 1 on Form 8
the Company to Form 8-B
(4/10/92)
3.2 Bylaws of UGI as in effect UGI Form 10-K 3.2
since October 31, 1995. (9/30/95)
- --------------------------------------------------------------------------------
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 UGI Form 8-K 4.1
as of April 17, 1996, between (4/17/96)
the Company and Mellon 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 UGI Form 8-B/A 3.(4)
Company's Common Stock (4/17/96)
contained in the Company's
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 Utilities Form 8-K 4(a)
Incorporation (9/22/94)
4.5 First Mortgage Notes AmeriGas Form 10-Q 10.8
Agreement dated as of April Partners, (3/31/95)
12, 1995 among The Prudential L.P.
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
- --------------------------------------------------------------------------------
-3-
<PAGE> 14
<TABLE>
<CAPTION>
===========================================================================================================
INCORPORATION BY REFERENCE
===========================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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 Paragraph 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
Paragraph 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")
</TABLE>
-4-
<PAGE> 15
<TABLE>
<CAPTION>
===========================================================================================================
INCORPORATION BY REFERENCE
===========================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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 Plan UGI Form 10-Q (10)ff
(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 UGI Form 10-Q 10.1
between UGI Corporation and Lon (6/30/96)
R. Greenberg
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
</TABLE>
-5-
<PAGE> 16
<TABLE>
<CAPTION>
===========================================================================================================
INCORPORATION BY REFERENCE
===========================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.16** Agreement with Robert C. Mauch dated AmeriGas Form 10-K 10.22
July 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
Incorporated, Bank of America National (No. 33-92734)
Trust and Savings Association, as Agent
and certain banks
10.18 First Amendment dated as of July 31, AmeriGas Form 10-K 10.2
1995 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 AmeriGas Form 10-Q 10.4
of April 19, 1995 among AmeriGas Partners, L.P. (3/31/95)
Propane, 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
</TABLE>
-6-
<PAGE> 17
<TABLE>
<CAPTION>
===========================================================================================================
INCORPORATION BY REFERENCE
===========================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.24 Trademark License Agreement dated April AmeriGas Form 10-Q 10.6
19, 1995 among UGI Corporation, Partners, L.P. (3/31/95)
AmeriGas, 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.
11 Statement re: Computation of Per Share
Earnings
13 Pages 10 through 39 of 1996 Annual Report
to Shareholders
21 Subsidiaries of the Registrant
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
*23.5 Consent of Coopers & Lybrand L.L.P.
*23.6 Consent of Arthur Andersen LLP
27 Financial Data Schedule
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)
</TABLE>
* 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.
-7-
<PAGE> 18
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
-------------------------------
C. L. Ladner
Senior Vice President - Finance
Date: May 22, 1997
-8-
<PAGE> 19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
UGI Corporation on Form S-8 (File No. 33-47319), Form S-3 (File No. 33-78776),
Form S-8 (File No. 33-61722) and Form S-8 (File No. 333-22305) of our reports
dated November 22, 1996 on our audits of the consolidated financial statements
and financial statement schedules of UGI Corporation and subsidiaries for the
years ended September 30, 1996, 1995 and 1994, which reports are included or
incorporated by reference in this Amendment No. 3 on Form 10-K/A to UGI
Corporation's Annual Report on Form 10-K for the year ended September 30, 1996.
COOPERS & LYBRAND L.L.P.
101 East Kennedy Blvd.
Suite 1500
Tampa, Florida
May 23, 1997
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EXHIBIT 23.6
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. 3) 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 23, 1997
