<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO. 1
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:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
<S> <C>
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
</TABLE>
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 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
23.2, 23.3, 99.2, and 99.3 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
-------------------------------
C. L. Ladner
Senior Vice President - Finance
Date: March 26, 1997
<PAGE> 2
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:
(1), (2) The financial statements and financial statement schedules incorporated
by reference or included in this Report (other than financial statements filed
as exhibits to this report) are listed in the accompanying Index to Financial
Statements and Financial Statement Schedules set forth on pages F-2 to F-4 of
this Report, which is incorporated herein by reference.
(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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<PAGE> 3
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
3.1 (Second) Amended and Restated Articles of UGI Amendment No. 1 on 3.(3)(a)
Incorporation of the Company Form 8 to 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)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
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)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
4.5 First Mortgage Notes Agreement dated as of AmeriGas Form 10-Q 10.8
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
- --------------- --------------------------------------------- ------------------ --------------------- --------------
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 P. 61,060 (1993), order on
rehearing, 64 FERC P. 61,365 (1993)
10.2 Service Agreement (Rate FTS) dated June 1, Utilities Form 10-K (10)o.
1987 between Utilities and Columbia, as (12/31/90)
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 P. 61,060 (1993), order on
rehearing, 64 FERC P. 61,365 (1993)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
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 P. 61,060
(1993), order on rehearing, 64 FERC P. 61,365
(1993)
10.4 Amended and Restated Sublease Agreement UGI Form 10-K 10.35
dated April 1, 1988 between Southwest Salt (9/30/94)
Co. and AP Propane, Inc. (the "Southwest
Salt Co. Agreement")
10.5 Letter dated September 26, 1994 pursuant to UGI Form 10-K 10.36
Article 1, Section 1.2 of the Southwest (9/30/94)
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)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
10.8** UGI Corporation Retirement Plan for Outside UGI Form 10-K 10.40
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 Severance UGI Form 10-K 10.44
Pay Plan dated April 30, 1993 (9/30/94)
Change of Control Agreement between UGI
10.13** Corporation and Lon R. Greenberg UGI Form 10-Q 10.1
(6/30/96)
10.14** Form of Change of Control between UGI
Corporation and each of Messrs. Bunn and Form 10-Q 10.2
Ladner UGI (6/30/96)
10.15** Form of Change of Control Agreement
between UGI Corporation and each of
Messrs. Bovaird, Cuzzolina and Hall UGI Form 10-Q 10.3
(6/30/96)
10.16** Agreement with Robert C. Mauch dated July AmeriGas Form 10-K 10.22
25, 1996 Partners (9/30/96)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</TABLE>
-6-
<PAGE> 7
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
10.17 Credit Agreement dated as of April 12, 1995 AmeriGas Registration 10.1
among AmeriGas Propane, L.P., AmeriGas Partners, L.P. Statement on Form
Propane, Inc., Petrolane Incorporated, Bank S-4 (No. 33-92734)
of America National 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 as AmeriGas Form 10-Q 10.2
of April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
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
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</TABLE>
-7-
<PAGE> 8
<TABLE>
<CAPTION>
=====================================================================================================================
INCORPORATION BY REFERENCE
=====================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=============== ============================================= ================== ===================== ==============
<S> <C> <C> <C> <C>
10.23 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P. (3/31/95)
for the benefit of Bank of America National
Trust and Savings Association, as
Collateral Agent
10.24 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
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 AmeriGas Partners, L.P. (9/30/96)
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)
- --------------- --------------------------------------------- ------------------ --------------------- --------------
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
- --------------- --------------------------------------------- ------------------ --------------------- --------------
</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.
-8-
<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen LLP
99.2 Financial Statements of the UGI Utilities, Inc. Savings Plan
99.3 Financial Statements of the AmeriGas Propane, Inc. Savings Plan
<PAGE> 1
Exhibit 23.2
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 report
dated March 17, 1997 on our audits of the financial statements of the UGI
Utilities, Inc. Savings Plan as of and for the years ended September 30, 1996
and 1995 which report is included in this Amendment No. 1 on Form 10K/A to 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
March 26, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated March 14, 1997, on our audits of
the financial statements and supplemental schedules of the AmeriGas Propane,
Inc. Savings Plan for the years ended September 30, 1996 and 1995, included in
UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A,
Amendment No. 1) 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; Form S-8 Registration Statement
No. 33-61722 and Form S-8 Registration Statement No. 333-22305.
Arthur Andersen LLP
Chicago, Illinois
March 26, 1997
<PAGE> 1
Exhibit 99.2
UGI UTILITIES, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the years ended September 30, 1996 and 1995
<PAGE> 2
UGI UTILITIES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS: Page(s)
-------
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
at September 30, 1996 and 1995 3 - 4
Statements of Changes in Net Assets Available for
Benefits for the years ended September 30, 1996
and 1995 5 - 6
Notes to Financial Statements 7 - 13
Item 27a - Schedule of Assets Held for Investment Purposes -
September 30, 1996 S1
Item 27d - Schedule of Reportable Transactions for the year
ended September 30, 1996 S2
</TABLE>
-1-
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
Retirement Committee
UGI Utilities, Inc.
Reading, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the UGI Utilities, Inc. Savings Plan (the "Plan") as of September 30, 1996
and 1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
September 30, 1996 and 1995, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index on page 1 as of and for the year ended September 30, 1996 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 17, 1997
-2-
<PAGE> 4
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------
GROWTH &
FIXED INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
========== ========== =========== ========== ==========
<S> <C> <C> <C> <C> <C>
ASSETS:
Trust investments (Note 3) $28,366,565 $7,140,033 $ 6,383,430 $8,886,016 $3,263,178
Loans to participants 869,685
Employers' contributions receivable 959,756 280,221 208,261 273,753 34,178
---------- ---------- ----------- ---------- ----------
TOTAL ASSETS 30,196,006 7,420,254 6,591,691 9,159,769 3,297,356
---------- ---------- ----------- ---------- ----------
LIABILITIES:
Purchases pending settlement 4,528
---------- ---------- ----------- ---------- ----------
Net assets available for benefits $30,191,478 $7,420,254 $ 6,591,691 $9,159,769 $3,297,356
========== ========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------
UGI
INTERMEDIATE COMMON OTHER
BOND STOCK INVESTMENT PARTICIPANT
FUND FUND FUNDS LOANS
========= ========== ========= =========
<S> <C> <C> <C> <C>
ASSETS:
Trust investments (Note 3) $ 520,374 $2,173,534
Loans to participants $ 869,685
Employers' contributions receivable 22,322 70,034 $ 70,987(1)
--------- ---------- --------- ---------
TOTAL ASSETS 542,696 2,243,568 70,987 869,685
--------- ---------- --------- ---------
LIABILITIES:
Purchases pending settlement 4,528
--------- ---------- --------- ---------
Net assets available for benefits $ 542,696 $2,239,040 $ 70,987 $ 869,685
========= ========== ========= =========
</TABLE>
(1) - Amount represents employer contribution receivable allocated to new
investment funds established effective October 1, 1996. See Note 1.
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------
GROWTH &
FIXED INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============= ============= ============ ============= ============
<S> <C> <C> <C> <C> <C>
ASSETS:
Trust investments (Note 3) $ 24,449,364 $ 7,484,870 $ 4,435,115 $ 8,234,094 $ 2,276,701
Loans to participants 776,938
Employers' contributions receivable 930,508 314,416 184,349 303,343 70,972
Sales pending settlement 5,016
------------- ------------- ------------ ------------- ------------
TOTAL ASSETS 26,161,826 7,799,286 4,619,464 8,537,437 2,347,673
------------- ------------- ------------ ------------- ------------
LIABILITIES:
Purchases pending settlement 4,022
------------- ------------- ------------ ------------- ------------
Net assets available for benefits $ 26,157,804 $ 7,799,286 $ 4,619,464 $ 8,537,437 $ 2,347,673
============= ============= ============ ============= ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
=========== ============ ============
<S> <C> <C> <C>
ASSETS:
Trust investments (Note 3) $ 457,506 $ 1,561,078
Loans to participants $ 776,938
Employers' contributions receivable 18,549 38,879
Sales pending settlement 5,016
----------- ------------ ------------
Total assets 476,055 1,604,973 776,938
----------- ------------ ------------
LIABILITIES:
Purchases pending settlement 4,022
----------- ------------ ------------
Net assets available for benefits $ 476,055 $ 1,600,951 $ 776,938
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------
GROWTH &
FIXED INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
=============== ================ =============== ================ ==============
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 2,807,081 $ 866,579 $ 578,811 $ 940,005 $ 137,318
Employers' contributions 959,756 280,221 208,261 273,753 34,178
Investment income:
Interest 386,478 386,478
Dividends 2,485,610 347,910 1,826,798 158,315
Net appreciation (depreciation)
in value of investments (803,406) 543,010 (1,570,399)
Other 65,510 20,922 16,870 20,192 3,979
Transfers of participants'
balances, net (144,981) (1,544,571) 714,116 (429,185) 980,637
--------------- ---------------- --------------- ---------------- --------------
5,756,048 9,629 2,408,978 1,061,164 1,314,427
Less-Distributions to participants 1,722,374 388,661 436,751 438,832 364,744
--------------- ---------------- --------------- ---------------- --------------
Net additions (deductions) 4,033,674 (379,032) 1,972,227 622,332 949,683
Net assets available for benefits-
beginning of year 26,157,804 7,799,286 4,619,464 8,537,437 2,347,673
--------------- ---------------- --------------- ---------------- --------------
Net assets available for benefits-
end of year $ 30,191,478 $ 7,420,254 $ 6,591,691 $ 9,159,769 $ 3,297,356
=============== ================ =============== ================ ==============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
UGI
INTERMEDIATE COMMON OTHER
BOND STOCK INVESTMENT PARTICIPANT
FUND FUND FUNDS LOANS
=============== ================ =============== ============
<S> <C> <C> <C> <C>
Participants' contributions $ 68,879 $ 215,489
Employers' contributions 22,322 70,034 $ 70,987(1)
Investment income:
Interest
Dividends 36,030 116,557
Net appreciation (depreciation)
in value of investments (14,857) 238,840
Other 524 3,023
Transfers of participants'
balances, net (30,046) 52,607 $ 111,461
--------------- ---------------- --------------- -------------
82,852 696,550 70,987 111,461
Less-Distributions to participants 16,211 58,461 -- 18,714
--------------- ---------------- --------------- -------------
Net additions (deductions) 66,641 638,089 70,987 92,747
Net assets available for benefits-
beginning of year 476,055 1,600,951 -- 776,938
--------------- ---------------- --------------- -------------
Net assets available for benefits-
end of year $ 542,696 $ 2,239,040 $ 70,987 $ 869,685
=============== ================ =============== =============
</TABLE>
(1) - Amount represents employer contribution receivable allocated to new
investment funds established effective October 1, 1996. See Note 1.
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 7
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------
GROWTH &
FIXED INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============= ============= ============ ============= =============
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 2,638,107 $ 842,399 $ 499,807 $ 843,576 $ 182,633
Employers' contributions 930,508 314,416 184,349 303,343 70,972
Investment income:
Interest 379,905 379,905
Dividends 536,827 275,173 29,035 108,042
Net appreciation in
value of investments 2,839,719 506,969 2,192,556
Other 50,047 19,235 9,201 14,829 2,649
Transfers of participants'
balances, net (54,532) (1,177,635) (105,427) (439,298) 1,523,777
------------- ------------- ------------ ------------- -------------
7,320,581 378,320 1,370,072 2,944,041 1,888,073
Less-Distributions to participants 1,370,984 537,212 223,437 282,738 227,142
------------- ------------- ------------ ------------- -------------
Net additions (deductions) 5,949,597 (158,892) 1,146,635 2,661,303 1,660,931
Net assets available for benefits-
beginning of year 20,208,207 7,958,178 3,472,829 5,876,134 686,742
------------- ------------- ------------ ------------- -------------
Net assets available for benefits-
end of year $ 26,157,804 $ 7,799,286 $ 4,619,464 $ 8,537,437 $ 2,347,673
============= ============= ============ ============= =============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
=========== ============ ===========
<S> <C> <C> <C>
Participants' contributions $ 46,702 $ 222,990
Employers' contributions 18,549 38,879
Investment income:
Interest
Dividends 24,127 100,450
Net appreciation in
value of investments 11,787 128,407
Other 633 3,500
Transfers of participants'
balances, net 32,826 (46,438) $ 157,663
----------- ------------ -----------
134,624 447,788 157,663
Less-Distributions to participants 44,237 46,882 9,336
----------- ------------ -----------
Net additions (deductions) 90,387 400,906 148,327
Net assets available for benefits-
beginning of year 385,668 1,200,045 628,611
----------- ------------ -----------
Net assets available for benefits-
end of year $ 476,055 $ 1,600,951 $ 776,938
=========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 8
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the UGI Utilities, Inc. Savings Plan (Plan)
provides general information on the provisions of the Plan in effect on
September 30, 1996 and during the periods covered by the financial statements.
More complete information is included in the Plan document.
GENERAL. The Plan is a defined contribution plan covering employees of UGI
Utilities, Inc. (UGI Utilities), its holding company parent UGI Corporation, and
certain affiliated companies (collectively, the Employers). The Plan covers
employees of the Employers having a minimum of one year of eligible service. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan is administered by the UGI Utilities, Inc. Retirement
Committee (Plan Administrator) appointed by the Board of Directors of UGI
Utilities.
CONTRIBUTIONS. Subject to certain limitations, a participant may elect to
contribute to the Plan on a before-tax basis through payroll reduction an amount
equal to from 1% to 6% of eligible compensation. In addition, a participant may
elect to contribute to the Plan on an after-tax basis through payroll deduction
an amount equal to from 1% to 6% of compensation provided that the combination
of before-tax and after-tax contributions does not exceed 10% of eligible
compensation. A participant may increase the rate of his or her before-tax or
after-tax contributions effective with the first payroll period after any
January 1, April 1, July 1 and October 1 (Election Dates). A participant may
reduce or suspend his or her before-tax or after-tax contributions at any time
by filing a written request with the Plan Administrator. A participant who
suspends such contributions may recommence such contributions effective the
first payroll period beginning after any subsequent Election Date. A participant
will at all times be fully (100%) vested in the portion of his or her account
attributable to participant before-tax and after-tax contributions.
For each Plan year, each of the Employers may at their discretion make a
contribution to the Plan equal to a percentage of participant before-tax and
after-tax contributions, up to a total of 6% of compensation for each eligible
participant. In order to be entitled to the Employers' matching contribution, a
participant must be actively employed by any of the Employers as of the end of
the Plan year. In addition, if a participant was employed by any of the
Employers or an affiliated company during the Plan year and is retired, disabled
(as defined), on a qualifying leave of absence, or died during the Plan year,
such participant (or designated beneficiary) is eligible for that Plan year's
matching contribution. Employers' contributions for the 1996 and 1995 Plan
years, which were made in October 1996 and October 1995, respectively, were
invested in accordance with participant investment elections in effect on the
dates of the contributions. A participant is fully vested in the portion of his
or her account attributable to Employers' matching contributions upon the
earlier of (i) the completion of five years of service or (ii) the attainment of
normal retirement age, total disability (as defined by the Plan document) or
death while in the employ of the Employers or an affiliated company.
Forfeitures of amounts attributable to the Employers' matching contributions
experienced by participants with less than fully vested interests remain in the
Plan and are available to reduce future employer matching contributions. For the
1996 and 1995 Plan years, $11,648 and $1,137, respectively, in amounts
attributable to Plan forfeitures were used to reduce the Employers' matching
contributions. During the 1996 and 1995 Plan years, participants' balances of
Employers' matching funds of $7,492 and $2,855, respectively, were forfeited. At
September 30, 1996, there were no accumulated amounts attributable to
-7-
<PAGE> 9
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Plan forfeitures remaining in the Plan. At September 30, 1995, there was $513 in
accumulated amounts attributable to Plan forfeitures remaining in the Plan.
INVESTMENT FUNDS. A participant may elect to have his or her funds invested in
one or more of the following types of funds:
- Fixed Income Fund
Generally, this fund consists of three-year guaranteed
investment contracts with insurance companies. The 1996 and
1993 Plan year contracts were placed with New York Life
Insurance Company. The 1995 and 1994 Plan year contracts
were placed with John Hancock Mutual Life Insurance Company.
The investment objective of the fund is to provide a fixed
rate of investment return guaranteed by the insurance
companies for a specified period of time. The 1996, 1995 and
1994 Plan year contracts mature on September 30, 1998, 1997
and 1996, respectively. The 1993 Plan year contract matured
on December 31, 1995.
- Growth and Income Equity Fund
This fund is offered through the Fidelity Equity Income
Fund, an unaffiliated registered investment company mutual
fund whose investments comprise principally equity
securities which are income oriented and structured for
capital appreciation.
- Aggressive Equity Fund
This fund is offered through the Fidelity Magellan Fund, an
unaffiliated registered investment company mutual fund whose
investments comprise principally equity securities of
domestic, foreign, and multinational issuers and whose
investment objective is to achieve capital appreciation over
an extended period of time.
- Money Market Fund
This fund is offered through the Fidelity Cash Reserves
Fund, an unaffiliated registered investment company mutual
fund whose investments comprise high-quality short-term
certificates of deposit, repurchase agreements, commercial
paper or other similar short-term investments and whose
investment objective is to achieve current income while
maintaining a stable share price.
- Intermediate Bond Fund
This fund is offered through the Fidelity Intermediate Bond
Fund, an unaffiliated registered investment company mutual
fund whose investments comprise investment-
-8-
<PAGE> 10
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
grade fixed income obligations including U.S. Government and
corporate bonds and mortgage-backed securities with average
maturities of three to ten years.
- UGI Common Stock Fund
This fund invests in shares of UGI Corporation Common Stock.
Participants in the fund do not individually own specific
shares of UGI Corporation Common Stock but rather have an
interest in the fund which invests in such shares.
Effective October 1, 1996, five additional fund options were established by the
Plan. Among these changes, the Fixed Income Fund was replaced by a Stable Value
Fund offered through the Fidelity Managed Income Portfolio. Because the
Employers' contributions for the 1996 Plan Year were made subsequent to
September 30, 1996, a portion of such contributions was allocated to these funds
in accordance with then-existing participant investment elections as follows:
<TABLE>
<S> <C>
Fidelity Managed Income Portfolio $26,504
Fidelity U.S. Equity Index Fund 10,329
Fidelity Fund 13,419
Fidelity Growth Company Fund 15,079
Fidelity Overseas Fund 5,656
--------
$70,987
========
</TABLE>
Participants may transfer amounts between funds (excluding transfers from the
Fixed Income Fund prior to the expiration of the investment contracts) at any
time during a calendar quarter, limited to once each quarter. Participants may
also change their investment elections for future contributions any time during
the quarter (not limited to once each quarter). Participant account balances in
the Fixed Income Fund are liquidated and reinvested in accordance with
participant elections as group annuity contracts mature. In the absence of a
participant's Fixed Income Fund reinvestment election, during the 1996 Plan Year
and the 1995 Plan Year all amounts were reinvested in the Money Market Fund.
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for the Fixed Income Fund for which Mellon Bank, N.A. is the
Plan's trustee.
DISTRIBUTIONS. The Plan benefit of a participant who terminates employment on
account of retirement, death or total disability, as defined by the Plan
document, shall be equal to the proceeds of liquidation of 100% of the balance
of his or her account. A participant may elect to receive his or her interest in
the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock.
The Plan benefit of a participant who terminates employment for reasons other
than retirement, death or total disability shall be equal to the proceeds of
liquidation of the vested portion of his or her account. Where the amount to be
distributed exceeds $3,500, no distribution shall be made to any Plan
participant prior to his or her normal retirement date (the later of the fifth
anniversary of the commencement of employment, or the attainment of age 65)
unless the participant elects to receive such distribution. In those instances
in which a participant elects such a distribution of his or her account, the
date of the distribution will depend upon the timing of the receipt of the
participant's distribution election form. Where the amount to be distributed
does not
-9-
<PAGE> 11
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
exceed $3,500, a Plan participant's benefit will be distributed as soon
as practicable. All distributions must be made or commence by April 1 of the
calendar year following the year in which the participant attains age 70-1/2.
If a participant dies prior to receiving a distribution of his or her account,
the participant's designated beneficiary shall be entitled to receive a lump-sum
distribution of the proceeds of liquidation of 100% of the balance credited to
the participant's account. Generally, the account will be distributed to the
beneficiary as soon as practicable following the date of death. The designated
beneficiary of a participant who is married at the time of the participant's
death will be deemed to be the participant's spouse, unless the participant
designated another beneficiary and the spouse consented to such designation in
accordance with procedures specified by the Plan document.
Generally, a participant may withdraw up to 50% of the balance of his or her
account attributable to participant after-tax contributions at any time.
However, the withdrawal must be in an amount of at least $250. If any portion of
the amount withdrawn is attributable to Employer matching contributions, the
participant's participation in the Plan will be suspended for the three-month
period following the withdrawal. No more than one withdrawal in any calendar
year is permitted from each of the matched and unmatched portions of a
participant's after-tax contribution account.
A participant may withdraw before-tax contributions (and earnings attributable
thereto credited as of December 31, 1988) only on account of financial hardship
resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure
on a primary residence, or (d) purchase of a primary residence. A hardship
withdrawal will be permitted if the Plan Administrator determines that (i) the
withdrawal is on account of an immediate and heavy financial need of the
participant and (ii) the withdrawal is necessary to satisfy such financial need.
While a participant is still employed by any of the Employers, withdrawals of
the portion of the participant's employer matching contributions account, and
post-1988 earnings attributable to participant before-tax contributions, are not
permitted. However, such withdrawals are permitted if necessary to comply with
the requirement of the Internal Revenue Code (IRC) that distributions commence
by April 1 of the calendar year following the year in which the participant
attains age 70-1/2.
LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the
time a loan is to be made, the amount of all loans to be outstanding may not
exceed the lesser of (a) 50% of a participant's before-tax account balance, or
(b) $50,000 less the highest balance of any loan during the prior twelve-month
period. Each loan bears interest at a rate determined in accordance with
generally prevailing market conditions for similar types of loans. The minimum
loan amount is $500. The amount of the loan withdrawn from a participant's
account is allocated in proportion to the value of the participant's salary
deferral account balance in each investment fund. Repayments, including
interest, are made in equal installments through payroll deductions and are
allocated to participant accounts in accordance with current investment
elections. No loan may have a final maturity in excess of five years except if
such loan proceeds are for the purchase of a principal residence in which case
such loan may have a final maturity of up to ten years.
-10-
<PAGE> 12
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable
to the Plan unless paid for by the Employers. The Employers currently pay such
expenses. Mutual fund expenses are paid to fund managers from mutual fund
assets.
PLAN TERMINATION. Although it has not expressed any intent to do so, UGI
Utilities has the right to terminate the Plan in whole or in part. In the event
of a complete or partial termination of the Plan, the affected participants will
become fully vested in their account balances.
VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right
to instruct the trustee of the Plan how to vote, at each meeting of
shareholders, all shares of UGI Corporation Common Stock (including fractional
shares) represented by the value of the participant's interest in the UGI Common
Stock Fund, and a pro rata portion of unvoted shares. A participant also has the
right to direct the trustee of the Plan whether or not to tender shares in
response to a tender offer.
2. ACCOUNTING POLICIES
Investments, other than contracts with insurance companies, are recorded at fair
value generally based upon quoted market prices. The contracts with insurance
companies included in the Fixed Income Fund approximate fair value and represent
amounts on deposit with insurance companies plus accrued interest.
Dividend income is recorded on the record date. Interest earned on investments
is recorded on the accrual basis. Purchases and sales of securities are recorded
on a trade date basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in fair value of investments which
consists of realized gains or losses and unrealized appreciation (depreciation)
in the fair value of those investments.
Distributions are made to Plan participants based upon the fair value of each
participant's investment account (except for investments of the Fixed Income
Fund for which distributions are based upon contract value) as of the date of
the distribution.
Transfers of participant balances represent amounts directed by participants to
be transferred within the Plan and those amounts transferred to the AmeriGas
Propane, Inc. Savings Plan, a related plan.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
-11-
<PAGE> 13
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. TRUST INVESTMENTS
The components of trust investments by fund at September 30, 1996 and 1995
are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
1996 1995
------------ -------------
<S> <C> <C>
Fixed Income Fund
Group annuity contracts with insurance companies:
1996 Plan Year - 6.12% $ 1,848,109
1995 Plan Year - 6.86% 2,670,488 $ 2,340,846
1994 Plan Year - 4.34% 2,604,229 2,710,408
1993 Plan Year - 5.05% - 2,416,823
Cash and temporary cash investments 17,207 16,793
------------ -------------
7,140,033 7,484,870
------------ -------------
GROWTH AND INCOME EQUITY FUND
Fidelity Equity Income Fund (shares -- 1996 - 155,655; 1995 - 119,513) 6,383,430 4,435,115
------------ -------------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (shares -- 1996 - 116,844; 1995 - 89,143) 8,886,016 8,234,094
------------ -------------
MONEY MARKET FUND
Fidelity Cash Reserves (shares -- 1996 - 3,263,178; 1995 - 2,276,701) 3,263,178 2,276,701
------------ -------------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (shares -- 1996 - 52,037; 1995 - 44,722) 520,374 457,506
------------ -------------
UGI COMMON STOCK FUND
UGI Corporation Common Stock
(shares -- 1996 - 90,956; 1995 - 74,207) 2,137,459 1,530,520
Cash and temporary cash investments 4,528 4,022
Dividends receivable 31,547 26,536
------------ -------------
2,173,534 1,561,078
------------ -------------
Total trust investments - fair value, except for group annuity contracts
which are carried at cost plus accrued interest $ 28,366,565 $ 24,449,364
============ =============
Total trust investments - cost $ 26,273,430 $ 21,266,854
============ =============
</TABLE>
-12-
<PAGE> 14
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The numbers of Plan participants with account balances by investment option at
September 30, 1996 and 1995 were:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Fixed Income Fund:
1996 Plan Year contract 612
1995 Plan Year contract 611 635
1994 Plan Year contract 623 659
1993 Plan Year contract 676
Growth and Income Equity Fund 593 537
Aggressive Equity Fund 684 642
Money Market Fund 586 550
Intermediate Bond Fund 123 116
UGI Common Stock Fund 469 456
Participant loans 191 218
</TABLE>
The total number of Plan participants with account balances at September 30,
1996 and 1995 of 1,186 and 1,363, respectively, was less than the sum of the
numbers of participants shown in the schedule above because many participants
invest in more than one fund.
During the 1996 and 1995 Plan years, the Plan purchased at market prices 24,909
and 23,987 shares of UGI Corporation Common Stock directly from UGI Corporation
for $546,778 and $477,944, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of investments.
The Schedule of Assets Held for Investment Purposes depicts the types of
investment funds available and the proportionate share of assets held in each
particular investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable determination
letter concerning the qualified status of the Plan under Section 401(a) of the
IRC. The Plan has since been amended, however, the Plan Administrator believes
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. No U.S. income taxes are required to be paid
by the trust created under the Plan (the Trust) and participants are not taxed
on Company contributions to the Trust or income earned by the Trust. When a
participant, or his or her beneficiary or estate, receives a distribution under
the Plan, the taxability of the value of such distribution depends on the form
and time of payment.
-13-
<PAGE> 15
UGI UTILITIES, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------------------------------------------------------
NUMBER OF
SHARES OR FAIR VALUE/
PRINCIPAL CONTRACT
NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST VALUE %(3)
------------------------------------ -------------- ------------- ------------ --------
<S> <C> <C> <C> <C>
FIXED INCOME FUND
Contracts with insurance companies: (1)
1996 Plan Year--New York Life-6.12% (2) $ 1,848,109 $ 1,848,109 $ 1,848,109 25.89%
1995 Plan Year--John Hancock-6.86% (2) 2,670,488 2,670,488 2,670,488 37.40%
1994 Plan Year--John Hancock-4.34% (2) 2,604,229 2,604,229 2,604,229 36.47%
Cash and temporary cash investments 17,207 17,207 17,207 0.24%
------------- ------------ --------
7,140,033 7,140,033 100.00%
------------- ------------ --------
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund (2)(4) 155,655 shrs 5,098,031 6,383,430 100.00%
------------- ------------ --------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (2)(4) 116,844 shrs 8,350,188 8,886,016 100.00%
------------- ------------ --------
MONEY MARKET FUND
Fidelity Cash Reserves (2)(4) 3,263,178 shrs 3,263,178 3,263,178 100.00%
------------- ------------ --------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (4) 52,037 shrs 539,562 520,374 100.00%
------------- ------------ --------
UGI COMMON STOCK FUND
UGI Corporation Common Stock (2)(4) 90,956 shrs 1,846,363 2,137,459 98.34%
Cash and temporary cash investments 4,528 4,528 4,528 0.21%
Dividends receivable 31,547 31,547 31,547 1.45%
------------- ------------ --------
1,882,438 2,173,534 100.00%
------------- ------------ --------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 10.00%)(4)(5) -- 869,685 100.00%
------------- ------------ --------
Total-all funds $ 26,273,430 $ 29,236,250
============= ============
</TABLE>
(1) Group annuity contracts are carried at cost plus accrued interest.
The respective insurance companies guarantee the repayment of
principal and the crediting of interest under these contracts. The
timing of the remittance of participant and employer contributions
and other participant-directed transactions may cause the actual
yield to vary from these rates. The 1996 and 1995 Plan year
contracts are for three-year terms. The 1994 Plan Year contract is
for a term of two years and nine months.
(2) Investment represents 5% or more of the net assets available for
benefits.
(3) Percentages represent percentage of fair value / contract value of
each fund.
(4) Party in interest.
(5) Range of interest rates for loans outstanding as of September 30,
1996.
S1
<PAGE> 16
UGI UTILITIES, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS(1)
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PERCENT OF
TOTAL TOTAL BEGINNING NUMBER OF NUMBER OF REALIZED
TRANSACTION BY FUND OR CARRIER PURCHASES SALES NET ASSETS PURCHASES SALES GAIN
- ------------------------------ -------------- -------------- -------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME FUND
Group Annuity Contract -- 1993
New York Life - 5.05%(2) $ 30,099 $ 2,446,922 9.5% 6 7 --
Group Annuity Contract -- 1996
New York Life - 6.12%(2) $ 1,976,702 $ 111,386 8.0% 102 33 --
GROWTH & INCOME EQUITY FUND
Fidelity Magellan Fund $ 3,643,303 $ 1,420,982 19.4% 152 86 $ 146,650
AGGRESSIVE EQUITY FUND
Fidelity Equity Income Fund $ 2,141,351 $ 736,046 11.0% 136 54 $ 128,583
MONEY MARKET FUND
Fidelity Cash Reserves $ 1,978,137 $ 991,660 11.4% 125 98 --
</TABLE>
(1) A transaction or series of transactions within the plan year with or in
conjunction with the same person, which exceeds 5% of the net assets
available for benefits as of the beginning of the plan year.
(2) The insurance company guarantees the repayment of principal and the
crediting of interest under this contract. The timing of the remittance
of participant and employer contributions, if any, and other
participant-directed transactions may cause the actual yield to vary from
the stated rate. The contracts are for three-year terms.
S2
<PAGE> 1
Exhibit 99.3
AMERIGAS PROPANE, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the years ended September 30, 1996 and 1995
<PAGE> 2
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS: PAGE(S)
-------
Report of Independent Public Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits at
September 30, 1996 and 1995 3 - 4
Statements of Changes in Net Assets Available for
Benefits for the years ended September 30, 1996 and
1995 5 - 6
Notes to Financial Statements 7 - 15
Item 27a - Schedule of Assets Held for Investment Purposes -
September 30, 1996 S1
Item 27d - Schedule of Reportable Transactions for the year
ended September 30, 1996 S2
-1-
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
AmeriGas Propane, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the AmeriGas Propane, Inc. Savings Plan (the Plan) as of September
30, 1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
supplemental schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of September 30, 1996 and 1995, and the changes in net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statements of changes in
net assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
March 14, 1997
-2-
<PAGE> 4
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
=========== =========== =========== =========== ===========
<S> <C> <C> <C> <C> <C>
Trust investments (Notes 1 and 3) $71,442,814 $ 8,915,757 $18,463,499 $19,491,063 $18,200,799
Loans to participants 2,133,320
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $73,576,134 $ 8,915,757 $18,463,499 $19,491,063 $18,200,799
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK GIC PARTICIPANT
FUND FUND FUND LOANS
=========== =========== =========== ===========
<S> <C> <C> <C> <C>
Trust investments (Notes 1 and 3) $ 1,677,205 $ 1,181,632 $ 3,512,859
Loans to participants $ 2,133,320
----------- ----------- ----------- -----------
Net assets available for benefits $ 1,677,205 $ 1,181,632 $ 3,512,859 $ 2,133,320
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
=========== =========== =========== =========== ===========
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $33,349,630 $13,324,821 $ 4,957,337 $10,721,231 $ 3,054,902
Loans to participants 591,790
Participant contributions receivable 119,999 36,613 23,407 41,255 7,287
Employers' contributions receivable 381,046 116,257 74,342 131,004 23,129
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $34,442,465 $13,477,691 $ 5,055,086 $10,893,490 $ 3,085,318
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
=========== =========== ===========
<S> <C> <C> <C>
Trust investments (Note 3) $ 526,140 $ 765,199
Loans to participants $ 591,790
Participant contributions receivable 4,190 7,247
Employers' contributions receivable 13,299 23,015
----------- ----------- -----------
Net assets available for benefits $ 543,629 $ 795,461 $ 591,790
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============ ============ ============ ============ ============
<S> <C> <C> <C> <C> <C>
Merger of Petrolane Savings
Plan (Note 1) $ 37,204,406 $ 1,373,563 $ 10,547,267 $ 8,038,803 $ 9,494,976
Participants' contributions 4,255,617 811,868 1,026,675 1,440,857 558,622
Investment income (loss):
Interest 806,931 538,643 2,051 3,364 6,753
Dividends 6,210,398 1,119,465 4,006,292 919,895
Net appreciation (depreciation)
in value of investments (1,589,451) 1,725,245 (3,410,896)
Other 110,316 31,253 31,287 64,677 (5,466)
Transfers of participants' balances, net 609,381 (6,211,731) 654,401 318,190 6,954,988
------------ ------------ ------------ ------------ ------------
47,607,598 (3,456,404) 15,106,391 10,461,287 17,929,768
Less-Distributions to participants 8,473,929 1,105,530 1,697,978 1,863,714 2,814,287
------------ ------------ ------------ ------------ ------------
Net additions (deductions) 39,133,669 (4,561,934) 13,408,413 8,597,573 15,115,481
Net assets available for benefits-
beginning of period 34,442,465 13,477,691 5,055,086 10,893,490 3,085,318
------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 73,576,134 $ 8,915,757 $ 18,463,499 $ 19,491,063 $ 18,200,799
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK GIC PARTICIPANT
FUND FUND FUND LOANS
============ ============ ============ ============
<S> <C> <C> <C> <C>
Merger of Petrolane Savings
Plan (Note 1) $ 765,074 $ 5,626,714 $ 1,358,009
Participants' contributions 260,321 $ 157,274
Investment income (loss):
Interest 238 432 255,450
Dividends 101,985 62,761
Net appreciation (depreciation)
in value of investments (32,853) 129,053
Other 1,960 (6,088) (7,307)
Transfers of participants' balances, net 103,413 69,861 (1,663,969) 384,228
------------ ------------ ------------ ------------
1,200,138 413,293 4,210,888 1,742,237
Less-Distributions to participants 66,562 27,122 698,029 200,707
------------ ------------ ------------ ------------
Net additions (deductions) 1,133,576 386,171 3,512,859 1,541,530
Net assets available for benefits-
beginning of period 543,629 795,461 -- 591,790
------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 1,677,205 $ 1,181,632 $ 3,512,859 $ 2,133,320
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 7
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============ ============ ============ ============ ============
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 1,639,057 $ 510,188 $ 302,432 $ 569,232 $ 102,495
Employers' contributions 381,046 116,257 74,342 131,004 23,129
Investment income:
Interest 641,368 641,368
Dividends 560,866 322,689 42,404 125,515
Net appreciation in value
of investments 3,777,810 543,911 3,163,220
Other 36,231 11,738 5,826 14,514 1,707
Transfers of participants' balances, net 54,532 (908,613) 114,909 (1,508,737) 2,139,388
------------ ------------ ------------ ------------ ------------
7,090,910 370,938 1,364,109 2,411,637 2,392,234
Less-Distributions to participants 2,981,850 1,249,029 401,274 1,043,525 184,984
------------ ------------ ------------ ------------ ------------
Net additions (deductions) 4,109,060 (878,091) 962,835 1,368,112 2,207,250
Net assets available for benefits-
beginning of year 30,333,405 14,355,782 4,092,251 9,525,378 878,068
------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of year $ 34,442,465 $ 13,477,691 $ 5,055,086 $ 10,893,490 $ 3,085,318
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
============ ============ ============
<S> <C> <C> <C>
Participants' contributions $ 57,124 $ 97,586
Employers' contributions 13,299 23,015
Investment income:
Interest
Dividends 22,904 47,354
Net appreciation in value
of investments 10,492 60,187
Other 307 2,139
Transfers of participants' balances, net 124,990 (33,237) $ 125,832
------------ ------------ ------------
229,116 197,044 125,832
Less-Distributions to participants 20,039 34,997 48,002
------------ ------------ ------------
Net additions (deductions) 209,077 162,047 77,830
Net assets available for benefits-
beginning of year 334,552 633,414 513,960
------------ ------------ ------------
Net assets available for benefits-
end of year $ 543,629 $ 795,461 $ 591,790
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 8
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the AmeriGas Propane, Inc. Savings Plan
(Plan) provides general information on the provisions of the Plan in effect on
September 30, 1996 and during the periods covered by the financial statements.
More complete information is included in the Plan document.
GENERAL. The Plan is a defined contribution plan covering employees of AmeriGas
Propane, Inc. (a Pennsylvania corporation, "the Company") and, prior to April
19, 1995, employees of AmeriGas Propane, Inc. (a Delaware corporation) and
subsidiaries, and affiliates AmeriGas Management Company, AmeriGas
Transportation Management Company and AmeriGas Propane-2, Inc. (collectively,
"the Predecessor Companies"). In conjunction with the April 19, 1995 formation
of AmeriGas Propane, L.P. (the "Partnership Formation"), the employees of the
Predecessor Companies and Petrolane Incorporated (Petrolane) became employees of
the Company. However, through the date of the Petrolane Savings Plan Merger
described below, employees of the Company who were employed by Petrolane prior
to the Partnership Formation continued to participate in the Petrolane Savings
and Stock Ownership Plan (Petrolane Savings Plan). The Company, the Predecessor
Companies and Petrolane are collectively referred to herein as the Employers.
The Plan covers employees of the Employers having a minimum of one year of
eligible service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the
AmeriGas Propane, Inc. Benefits Committee (Plan Administrator) appointed by the
President of the Company and subject to approval by the Board of Directors.
PETROLANE SAVINGS PLAN MERGER. Effective October 1, 1995, the Petrolane Savings
Plan merged into the Plan (the "Petrolane Savings Plan Merger"). The Petrolane
Savings Plan was a defined contribution plan covering certain eligible employees
of the Company who, prior to the Partnership Formation, were employees of
Petrolane. Participant account balances and related trust assets were
transferred to the Plan effective October 1, 1995 and participants in the
Petrolane Savings Plan immediately became participants in the Plan. The general
provisions of the Plan were not affected by the Petrolane Savings Plan Merger.
However, during the period October 1, 1995, through January 1996, certain
activities of former Petrolane Savings Plan participants, including interfund
transfers, loans and distributions upon termination or retirement, were
suspended to permit the orderly transfer and reconciliation of account balances
transferred pursuant to the Petrolane Savings Plan Merger.
CONTRIBUTIONS. Subject to certain limitations, a participant may elect to
contribute to the Plan on a before-tax basis through payroll reduction an amount
equal to from 1% to 6% of eligible compensation. A participant may increase the
rate of his or her contribution effective with the first payroll period after
any January 1, April 1, July 1 and October 1 (Election Dates). A participant may
reduce or suspend his or her contribution at any time by filing a written
request with the Plan Administrator. A participant who suspends such
contributions may recommence such contributions effective the first payroll
period beginning after any subsequent Election Date. A participant will at all
times be fully (100%) vested in the portion of his or her account attributable
to participant contributions.
-7-
<PAGE> 9
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
For each Plan year, each of the Employers may at their discretion make a
contribution to the Plan equal to a percentage of participant contributions. For
the 1996 Plan Year, there were no Employer matching contributions. For the 1995
Plan Year, the matching rate for eligible contributions was 25%. In order to be
entitled to the Employers' matching contribution, a participant must be actively
employed by any of the Employers or an affiliated company as of the end of the
Plan year. In addition, if a participant was employed by any of the Employers
during the Plan year and is retired, disabled (as defined), on a qualifying
leave of absence, or died during the Plan year, such participant (or designated
beneficiary) is eligible for that Plan year's matching contribution. The
Employers' contribution for the 1995 Plan Year, which was made in October 1995,
was invested in accordance with participant investment elections in effect on
the date of the contribution. A participant is fully vested in the portion of
his or her account attributable to the Employers' matching contributions upon
the earlier of (i) the completion of five years of service or (ii) the
attainment of normal retirement age, total disability (as defined by the Plan
document) or death while in the employ of the Employers or an affiliated
company.
Forfeitures of amounts attributable to the Employers' matching contributions
experienced by participants with less than fully vested interests remain in the
Plan and are available to reduce future employer matching contributions. For the
1995 Plan Year, $12,648 in amounts attributable to Plan forfeitures was used to
reduce the Employers' matching contribution. During the 1996 and 1995 Plan
years, participants' balances attributable to Employers' matching funds of
$30,566 and $16,827, respectively, were forfeited. At September 30, 1996, there
were $49,804 in accumulated amounts attributable to Plan forfeitures remaining
in the Plan.
INVESTMENT FUNDS. A participant may elect to have his or her funds invested in
one or more of the following types of funds:
- Fixed Income Fund
Generally, this fund consists of three-year guaranteed
investment contracts with insurance companies. The 1996 and
1993 Plan year contracts were placed with New York Life
Insurance Company. The 1995 and 1994 Plan year contracts were
placed with John Hancock Mutual Life Insurance Company. The
investment objective of the fund is to provide a fixed rate of
investment return guaranteed by the insurance companies for a
specified period of time. The 1996, 1995 and 1994 Plan year
contracts mature on September 30, 1998, 1997 and 1996,
respectively. The 1993 Plan Year contract matured on December
31, 1995.
- Growth and Income Equity Fund
This fund is offered through the Fidelity Equity Income Fund,
an unaffiliated registered investment company mutual fund
whose investments comprise principally equity securities which
are income oriented and structured for capital appreciation.
-8-
<PAGE> 10
AMERIGAS PROPANE INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Aggressive Equity Fund
This fund is offered through the Fidelity Magellan Fund, an
unaffiliated registered investment company mutual fund whose
investments comprise principally equity securities of
domestic, foreign, and multinational issuers and whose
investment objective is to achieve capital appreciation over
an extended period of time.
- Money Market Fund
This fund is offered through the Fidelity Cash Reserves Fund,
an unaffiliated registered investment company mutual fund
whose investments comprise high-quality, short-term
certificates of deposit, repurchase agreements, commercial
paper or other similar short-term investments and whose
investment objective is to achieve current income while
maintaining a stable share price.
- Intermediate Bond Fund
This fund is offered through the Fidelity Intermediate Bond
Fund, an unaffiliated registered investment company mutual
fund whose investments comprise investment-grade fixed income
obligations including U.S. Government and corporate bonds and
mortgage-backed securities with average maturities of three to
ten years.
- UGI Common Stock Fund
This fund invests in shares of UGI Corporation Common Stock.
Participants in the fund do not individually own specific
shares of UGI Corporation Common Stock but rather have an
interest in the fund which invests in such shares.
Prior to October 1, 1993, participants in the former Petrolane Savings Plan
could invest their contributions in the Guaranteed Investment Contract Fund (GIC
Fund). The GIC Fund invested in guaranteed investment contracts of varying
length terms with insurance companies which contracts mature through April 1997.
Participants are permitted to transfer amounts between funds (excluding
transfers from the Fixed Income Fund and the GIC Fund prior to the expiration of
the investment contracts) at any time during a calendar quarter, limited to once
each quarter. Participants may also change their investment elections for future
contributions at any time during the quarter (not limited to once each quarter).
Participant account balances in the Fixed Income Fund and GIC Fund are
liquidated and reinvested in accordance with participant elections as group
annuity contracts mature. In the absence of a participant's reinvestment
election, during the 1996 Plan Year and the 1995 Plan Year all amounts were
reinvested in the Money Market Fund.
-9-
<PAGE> 11
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for the Fixed Income Fund for which Mellon Bank, N.A. is the
Plan's trustee.
DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a
result of retirement, death or total disability, as defined by the Plan
document, shall be equal to the proceeds of liquidation of 100% of the balance
of his or her account. Participants may elect to receive their interest in the
UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The
Plan benefit of a participant who terminates employment for reasons other than
retirement, death or total disability shall be equal to the proceeds of
liquidation of the vested portion of his or her account. Where the amount to be
distributed exceeds $3,500, no distribution shall be made to any Plan
participant prior to his or her normal retirement date (the later of the fifth
anniversary of the commencement of employment, or the attainment of age 65)
unless the participant elects to receive such distribution. In those instances
in which a participant elects such a distribution of his or her account, the
date of the distribution will depend upon the timing of the receipt of the
participant's distribution election form. Where the amount to be distributed
does not exceed $3,500, a Plan participant's benefit will be distributed as soon
as practicable. All distributions must be made or commence by April 1 of the
calendar year following the year in which the participant attains age 70 1/2.
If a participant dies prior to receiving a distribution of his or her account,
the participant's designated beneficiary shall be entitled to receive a lump-sum
distribution of the proceeds of liquidation of 100% of the balance credited to
the participant's account. Generally, the account will be distributed to the
beneficiary as soon as practicable following the date of death. The designated
beneficiary of a participant who is married at the time of the participant's
death will be deemed to be the participant's spouse, unless the participant
designated another beneficiary and the spouse consented to such designation in
accordance with procedures specified in the Plan document.
Generally, a participant may withdraw up to 50% of the balance of his or her
account attributable to pre-existing after-tax contributions at any time.
However, the withdrawal must be in an amount of at least $250. If any portion of
the amount withdrawn is attributable to Employer matching contributions then the
participant's participation in the Plan will be suspended for the three-month
period following the withdrawal. No more than one withdrawal in any calendar
year is permitted from each of the matched and unmatched portions of a
participant's after-tax contribution account.
A participant may withdraw before-tax contributions (and earnings attributable
thereto credited as of December 31, 1988) only on account of financial hardship
resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure
on a primary residence, or (d) purchase of a primary residence. A hardship
withdrawal will be permitted if the Plan Administrator determines that (i) the
withdrawal is on account of an immediate and heavy financial need of the
participant and (ii) the withdrawal is necessary to satisfy such financial need.
While a participant is still employed by any of the Employers, withdrawals of
the portion of the participant's employer matching contributions account, and
post-1988 earnings attributable to participant before-tax contributions, are not
permitted. However, such withdrawals are permitted if necessary to comply with
the requirement of the Internal Revenue Code (IRC) that distributions
-10-
<PAGE> 12
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
commence by April 1 of the calendar year following the year in which the
participant attains age 70-1/2.
LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the
time a loan is to be made, the amount of all loans to be outstanding may not
exceed the lesser of (a) 50% of a participant's before-tax account balance, or
(b) $50,000 less the highest balance of any loan during the prior twelve-month
period. Each loan bears interest at a rate determined in accordance with
generally prevailing market conditions for similar types of loans. The minimum
loan amount is $500. The amount of the loan withdrawn from a participant's
account is allocated in proportion to the value of the participant's salary
deferral account balance in each investment fund. Repayments, including
interest, are made in equal installments through payroll deductions and are
allocated to participant accounts in accordance with current investment
elections. No loan may have a final maturity in excess of five years except if
such loan proceeds are for the purchase of a principal residence in which case
such loan may have a final maturity of up to ten years.
ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable
to the Plan unless paid for by the Employers. The Employers currently pay such
expenses. Mutual fund expenses are paid to fund managers from mutual fund
assets.
PLAN TERMINATION. Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan in whole or in part. In the event of a
complete or partial termination of the Plan, the affected participants will
become fully vested in their account balances.
VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right
to instruct the trustee of the Plan how to vote, at each meeting of
shareholders, all shares of UGI Corporation Common Stock (including fractional
shares) represented by the value of the participant's interest in the UGI Common
Stock Fund, and a pro rata portion of unvoted shares. A participant also has the
right to direct the trustee of the Plan whether or not to tender shares in
response to a tender offer.
2. ACCOUNTING POLICIES
Investments, other than contracts with insurance companies, are recorded at fair
value generally based upon quoted market prices. The contracts with insurance
companies included in the Fixed Income Fund and the GIC Fund approximate fair
value and represent amounts on deposit with insurance companies plus accrued
interest.
Dividend income is recorded on the record date. Interest earned on investments
is recorded on the accrual basis. Purchases and sales of securities are recorded
on a trade date basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in fair value of investments which
consists of realized gains or losses and unrealized appreciation (depreciation)
in the fair value of those investments.
-11-
<PAGE> 13
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Distributions are made to Plan participants based upon the fair value of each
participant's investment account (except for investments of the Fixed Income
Fund and the GIC Fund for which distributions are based upon contract value) as
of the date of distribution.
Transfers of participant balances represent amounts directed by participants to
be transferred within the Plan and those amounts transferred from the UGI
Utilities, Inc. Savings Plan and other affiliated plans.
The financial statements for the 1996 Plan Year reflect the activity of the Plan
including the effects of the October 1, 1995 Petrolane Savings Plan Merger.
Accordingly, the accompanying Statement of Net Assets Available for Benefits as
of September 30, 1996 and the related Statement of Changes in Net Assets
Available for Benefits for the year then ended include the net assets of the
former Petrolane Savings Plan and the related amounts of income, appreciation
(depreciation) in fair value of investments, distributions and expenses for the
entire 1996 Plan Year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
-12-
<PAGE> 14
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at September 30, 1996 and 1995 are
as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
1996 1995
----------- -----------
<S> <C> <C>
FIXED INCOME FUND
Group annuity contracts with insurance companies:
1996 Plan Year - 6.12% $ 2,260,961
1995 Plan Year - 6.86% 3,010,612 $ 2,122,662
1994 Plan Year - 4.34% 3,644,184 3,465,337
1993 Plan Year - 5.05% -- 7,736,822
----------- -----------
8,915,757 13,324,821
----------- -----------
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund (shares -- 1996 - 450,219; 1995 - 133,585) 18,463,499 4,957,337
----------- -----------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (shares -- 1996 - 256,293; 1995 - 116,068) 19,491,063 10,721,231
----------- -----------
MONEY MARKET FUND
Fidelity Cash Reserves Fund (shares -- 1996 - 18,200,799; 1995 - 3,054,902) 18,200,799 3,054,902
----------- -----------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (shares -- 1996 - 167,720; 1995 - 51,431) 1,677,205 526,140
----------- -----------
UGI COMMON STOCK FUND
UGI Corporation Common Stock
(shares -- 1996 - 49,550; 1995 - 36,492) 1,164,420 752,655
Dividends receivable 17,212 12,544
----------- -----------
1,181,632 765,199
----------- -----------
GIC FUND
Group annuity contracts with insurance companies:
Aetna Life Insurance Co. - 5.10% 675,178
Metropolitan Life Insurance Co. - 9.06% 905,949
Principal Mutual Insurance Co. - 5.36% - 7.30% 1,788,889
Cash and temporary cash investments 142,843
-----------
3,512,859
-----------
Total trust investments - fair value, except for group annuity contracts
which are carried at cost plus accrued interest $71,442,814 $33,349,630
=========== ===========
Total trust investments - cost $66,344,995 $28,703,682
=========== ===========
</TABLE>
-13-
<PAGE> 15
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The numbers of Plan participants with account balances by investment option at
September 30, 1996 and 1995 were:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Fixed Income Fund:
1996 Plan Year contract 1,198
1995 Plan Year contract 1,017 632
1994 Plan Year contract 1,227 946
1993 Plan Year contract 887
Growth and Income Equity Fund 2,408 640
Aggressive Equity Fund 2,591 825
Money Market Fund 3,304 881
Intermediate Bond Fund 793 135
UGI Common Stock Fund 591 377
GIC Fund 771
Participant loans 717 212
</TABLE>
The total number of Plan participants with account balances at September 30,
1996 and 1995 of 4,733 and 1,650, respectively, was less than the sum of the
numbers of participants shown in the schedule above because many participants
invest in more than one fund.
During the 1996 and 1995 Plan years, the Plan purchased at market prices 16,086
and 8,077 shares of UGI Corporation Common Stock directly from UGI Corporation
for $349,625 and $162,559, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of investments.
The Schedule of Assets Held for Investment Purposes depicts the types of
investment funds available and the proportionate share of assets held in each
particular investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable determination
letter concerning the qualified status of the Plan under Section 401(a) of the
IRC. The Plan has since been amended, however, the Plan Administrator believes
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. No U.S. income taxes are required to be paid
by the trust created under the Plan (the Trust) and participants are not taxed
on Company contributions to the Trust or income earned by the Trust. When a
participant, or his or her beneficiary or estate, receives a distribution under
the Plan, the taxability of the value of such distribution depends on the form
and time of payment.
-14-
<PAGE> 16
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
5. SUBSEQUENT EVENT - MERGER OF AMERIGAS PROPANE, INC. PENSION PLAN
Effective October 1, 1996, the AmeriGas Propane, Inc. Pension Plan (the "Pension
Plan") was frozen and the Pension Plan's assets were merged into the Plan (the
"Pension Plan Merger"). The general provisions of the Plan were not affected by
the merger of the Pension Plan into the Plan. In order to permit the orderly
transfer and reconciliation of Pension Plan account balances, during the period
September 13, 1996 through mid-November 1996, certain activities of Plan
participants, including fund exchanges, loan withdrawals, and distributions upon
termination or retirement, were suspended.
In conjunction with the merger of the AmeriGas Propane, Inc. Pension Plan,
effective October 1, 1996, the Employer matching provisions of the Plan were
changed to provide for a non-discretionary, dollar-for-dollar match on
participants' contributions up to 5% of eligible compensation. The Employer
matching contributions will be made each pay period.
-15-
<PAGE> 17
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
==================================================================
NUMBER OF
SHARES OR FAIR VALUE/
PRINCIPAL CONTRACT
NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST VALUE %(3)
- --------------------------------- =========== =========== =========== ===========
<S> <C> <C> <C> <C>
FIXED INCOME FUND
Contracts with insurance companies:(1)
1996 Plan Year--New York Life - 6.12% $ 2,260,961 $ 2,260,961 $ 2,260,961 25.36%
1995 Plan Year--John Hancock - 6.86% 3,010,612 3,010,612 3,010,612 33.77%
1994 Plan Year--John Hancock - 4.34% 3,644,184 3,644,184 3,644,184 40.87%
----------- ----------- -----------
8,915,757 8,915,757 100.00%
----------- ----------- -----------
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund (2) (4) 450,219 shrs 14,891,700 18,463,499 100.00%
----------- ----------- -----------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (2) (4) 256,293 shrs 18,081,454 19,491,063 100.00%
----------- ----------- -----------
MONEY MARKET FUND
Fidelity Cash Reserves Fund (2) (4) 18,200,799 shrs 18,200,799 18,200,799 100.00%
----------- ----------- -----------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (4) 167,720 shrs 1,727,537 1,677,205 100.00%
----------- ----------- -----------
UGI COMMON STOCK FUND
UGI Corporation Common Stock (4) 49,550 shrs 997,677 1,164,420 98.54%
Dividends receivable $ 17,212 17,212 17,212 1.46%
----------- ----------- -----------
1,014,889 1,181,632 100.00%
----------- ----------- -----------
GIC FUND
Contracts with insurance companies:(1)
Aetna Life Insurance Co. - 5.10% $ 675,178 675,178 675,178 19.22%
Metropolitan Life Insurance Co. - 9.06% 905,949 905,949 905,949 25.79%
Principal Mutual Insurance Co. - 5.36% - 7.30% 1,788,889 1,788,889 1,788,889 50.92%
Cash and temporary cash investments 142,843 142,843 142,843 4.07%
----------- ----------- -----------
3,512,859 3,512,859 100.00%
----------- ----------- -----------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 12.70%) (4)(5) -- 2,133,320 100.00%
----------- ----------- -----------
Total-all funds $66,344,995 $73,576,134
=========== ===========
=============================================================================================================================
</TABLE>
(1) Group annuity contracts are carried at cost plus accrued interest. The
respective insurance companies guarantee the repayment of principal and
the crediting of interest under these contracts. The timing of the
remittance of participant and employer contributions, if any, and other
participant-directed transactions may cause the actual yield to vary
from these rates.
(2) Investment represents 5% or more of the net assets available for
benefits.
(3) Percentages represent percentage of fair value / contract
value of each fund.
(4) Party in interest.
(5) Range of interest rates for loans outstanding as of September 30, 1996.
S1
<PAGE> 18
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS(1)
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PERCENT OF
TOTAL TOTAL BEGINNING NUMBER OF NUMBER OF REALIZED
TRANSACTION BY FUND OR CARRIER PURCHASES SALES NET ASSETS PURCHASES SALES GAIN
- ------------------------------ --------- ----- ---------- --------- ----- ----
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME FUND
Group Annuity Contract -- 1993
New York Life - 5.05% (2) $ 95,785 $ 7,832,580 11.1% 7 7 --
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund $ 7,212,829 $ 2,917,925 14.1% 166 110 $ 369,979
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund $ 3,787,544 $ 2,389,662 8.6% 165 95 $ 417,955
MONEY MARKET FUND
Fidelity Cash Reserves Fund $10,328,040 $ 4,510,158 20.7% 160 150 --
===============================================================================================================================
</TABLE>
(1) A transaction or series of transactions within the plan year with or in
conjunction with the same person, which exceeds 5% of the net assets
available for benefits as of the beginning of the plan year.
(2) The insurance company guarantees the repayment of principal and the
crediting of interest under this contract. The timing of the remittance
of participant and employer contributions, if any, and other
participant-directed transactions may cause the actual yield to vary
from the stated rate. The contracts are for three-year terms.
S2
