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As filed with the Securities and Exchange Commission on October 2, 1997
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
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UGI CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-2668356
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(Address, including zip code, of principal executive offices)
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1997 STOCK PURCHASE LOAN PLAN
(Full title of the Plan)
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BRENDAN P. BOVAIRD, ESQ.
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Name, address, and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) (2) PRICE PER SHARE PRICE REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
Common Stock, without par value 200,000 shares $27.03125 $5,406,250 $1,638.26
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(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of the 1997 Stock Purchase Loan
Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the
New York Stock Exchange for September 25, 1997.
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EXPLANATORY NOTES
This Registration Statement on Form S-8 is registering 200,000 shares of common
stock and the associated rights attached to such shares of common stock (the
"Common Stock") for offer and sale by the Company. A description of the plan
meeting the requirements of Part I of Form S-8 and containing the statement
required by Item 2 of Form S-8 has been prepared. Such description is not
included in this Registration Statement but will be delivered to all
participants in the plan pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by UGI Corporation (the "Registrant")
with the Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K, as amended, filed
pursuant to Section 13(a) of the Exchange Act for the fiscal year ended
September 30, 1996;
(b) The Registrant's Current Report on Form 8-K dated July 11,
1997, as amended;
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1996, March 31, 1997 and June 30, 1997;
(d) The descriptions of the Common Stock contained in the
Registrant's registration statement under Section 12 of the Exchange Act,
together with all amendments and reports filed with the Commission for the
purposes of updating those descriptions; and
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement [and the resale Prospectus] contained
herein to the extent that a statement contained in this Registration Statement
or the Prospectus or in any other subsequently filed document which also is or
is deemed to be incorporated by reference into this Registration Statement or
the Prospectus modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement or the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law of 1988, as amended (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 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
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the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation
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 for 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 Company's 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 by 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
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
otherwise would 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 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 do not depend
upon the approval of any future Board of Directors.
Section 7.04 of the Company's Bylaws 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.
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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.
4.1 (Second) Amended and Restated Articles of Incorporation of the
Registrant. (Incorporated herein by reference to Exhibit 3.3(a) to
the Registrant's Amendment No. 1 to Form 8 to Form 8-B dated April
10, 1992.)
4.2 Restated By-laws of the Registrant in effect since October 31, 1995.
(Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1995.)
4.3 Rights Agreement, as amended as of April 17, 1996, between the
Registrant and Mellon Bank, N.A., as successor to Mellon Bank (east),
N.A., as Rights Agent, and Assumption Agreement. (Incorporated herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated April
17, 1996.)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on signature page hereof).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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, as
amended (the "Securities Act");
(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; and
(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 paragraphs (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 paragraphs is contained in periodic
reports filed with the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
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(2) That, for the purpose of determining any
liability under the Securities Act, 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 the time shall be deemed to be the initial bona fide
offering thereof; and
(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) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any provision or arrangement
whereby the Registrant may indemnify a director, officer or controlling person
of the Registrant against liabilities arising under the Securities Act, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Securities 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, 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 the City of King of Prussia, Commonwealth of Pennsylvania, on
the 30th day of September, 1997.
UGI CORPORATION
By: /s/ Charles L. Ladner
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Charles L. Ladner
Senior Vice President - Finance and Chief
Financial Officer
Each person whose signature appears below hereby appoints Charles L.
Ladner, Lon R. Greenberg and Michael J. Cuzzolina, and each of them, as his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statements filed pursuant to General Instruction E to Form S-8 in respect of
this Registration Statement and any and all amendments (including
post-effective amendments) to any such registration statement, and to file the
same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to perform each and every act and thing appropriate or
necessary to be done, as full and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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Signature Capacities in Which Signed Date
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/s/ Lon R. Greenberg Chairman, President and Chief Executive September 30, 1997
- ------------------------------------- Officer (Principal Executive Officer) and
Lon R. Greenberg Director
/s/ Charles L. Ladner Senior Vice President - Finance and Chief September 30, 1997
- ------------------------------------- Financial Officer (Principal Financial Officer)
Charles L. Ladner
/s/ Michael J. Cuzzolina Vice President - Accounting and Financial September 30, 1997
- ------------------------------------- Control (Principal Accounting Officer)
Michael J. Cuzzolina
/s/ Stephen D. Ban Director September 30, 1997
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Stephen D. Ban
/s/ Robert C. Forney Director September 30, 1997
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Robert C. Forney
/s/ Richard C. Gozon Director September 30, 1997
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Richard C. Gozon
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Director
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Anne Pol
/s/ Quentin I. Smith, Jr. Director September 30, 1997
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Quentin I. Smith, Jr.
/s/ James W. Stratton Director September 30, 1997
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James W. Stratton
/s/ David I. J. Wang Director September 30, 1997
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David I. J. Wang
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EXHIBIT INDEX
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Exhibit Description
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4.1 (Second) Amended and Restated Articles of Incorporation of the
Registrant. (Incorporated herein by reference to Exhibit 3.3(a) to the
Registrant's Amendment No. 1 to Form 8 to Form 8-B dated April 10,
1992.)
4.2 Restated By-laws of the Registrant in effect since October 31, 1995.
(Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1995.)
4.3 Rights Agreement, as amended as of April 17, 1996, between the
Registrant and Mellon Bank, N.A., as successor to Mellon Bank (east),
N.A., as Rights Agent, and Assumption Agreement. (Incorporated herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated April
17, 1996.)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on signature page hereof).
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement 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.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 1, 1997
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EXHIBIT 23.2
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, for
the fiscal year ended September 30, 1996 into this registration statement of UGI
Corporation.
Arthur Andersen LLP
Chicago, Illinois
October 1, 1997
