<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, 1997
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2668356
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
-----------------------------------
The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended September 30, 1997 to include the financial statements
required by Form 11-K with respect to the UGI Utilities, Inc. Savings Plan and
the AmeriGas Propane, Inc. Savings Plan, as set forth herein:
PART II: SECURITIES AND FINANCIAL INFORMATION
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Financial Statements
and Financial Statement Schedules incorporated by reference or included
in this report are as follows:
<PAGE> 2
UGI CORPORATION AND SUBSIDIARIES
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K
YEAR ENDED SEPTEMBER 30, 1997
F-1
<PAGE> 3
UGI CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements and supplementary data of UGI Corporation
and subsidiaries, together with the reports thereon of Arthur Andersen LLP dated
November 14, 1997 and Coopers & Lybrand L.L.P. dated November 22, 1996, listed
in the following index, are included in UGI's 1997 Annual Report to Shareholders
and are incorporated in this Form 10-K Annual Report by reference. With the
exception of the pages listed in this index and information incorporated in
Items 1, 2, 5, 7 and 8, the 1997 Annual Report to Shareholders is not to be
deemed filed as part of this Report.
<TABLE>
<CAPTION>
Reference
-------------------------------------------
Annual
Report to
Form 10-K Shareholders
(page) (page)
------ ------
<S> <C> <C>
Reports of Independent Public Accountants:
On Consolidated Financial Statements 39
On Financial Statement Schedules F-4 to F-5
Report of Independent Public Accountants on the Consolidated Financial
Statements of AmeriGas Propane, Inc. and subsidiaries for the
fiscal year ended September 30, 1996 and the period April 19, 1995
to September 30, 1995 F-6
Financial Statements:
Consolidated Balance Sheets, September 30,
1997 and 1996 22 to 23
For the years ended September 30, 1997, 1996 and 1995:
Consolidated Statements of Income 21
Consolidated Statements of Cash Flows 24
Consolidated Statements of Stockholders'
Equity 25
</TABLE>
F-2
<PAGE> 4
UGI CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
<TABLE>
<CAPTION>
Reference
----------------------------------
Annual
Report to
Form 10-K Shareholders
(page) (page)
------------- ------------
<S> <C> <C>
Notes to Consolidated Financial
Statements 26 to 38
Supplementary Data (unaudited):
Quarterly Data for the years ended
September 30, 1997 and 1996 38
Financial Statements for the UGI Utilities, Inc.
Savings Plan F-7 to F-27
Financial Statements for the AmeriGas Propane, Inc.
Savings Plan F-28 to F-48
Financial Statement Schedules:
For the years ended September 30, 1997, 1996 and 1995:
I - Condensed Financial
Information of Registrant
(Parent Company) S-1 to S-3
II - Valuation and Qualifying
Accounts S-4 to S-5
</TABLE>
All other financial statement schedules are omitted because the required
information is not present or not present in amounts sufficient to require
submission of the schedule or because the information required is included
elsewhere in the respective financial statements or notes thereto contained or
incorporated by reference herein.
F-3
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in UGI Corporation's annual report to
shareholders for the year ended September 30, 1997, incorporated by reference in
this Form 10-K, and have issued our report thereon dated November 14, 1997. Our
audit was made for the purpose of forming an opinion on those consolidated
financial statements taken as a whole. The schedules listed in the Index on
pages F-2 and F-3 are the responsibility of UGI Corporation's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. The
information for the year ended September 30, 1997 included on these schedules
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 14, 1997
F-4
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors
and Stockholders
UGI Corporation
Our report on the consolidated financial statements of UGI Corporation and
subsidiaries, which includes an explanatory paragraph regarding the Company's
change in its method of accounting for postemployment benefits in 1995, has been
incorporated by reference in this Form 10-K from page 39 of the 1997 Annual
Report to Shareholders of UGI Corporation and subsidiaries. In connection with
our audits of such financial statements, we have also audited the financial
statement schedules for the years ended September 30, 1996 and 1995 listed in
the index on pages F-2 and F-3 inclusive, of this Form 10-K.
In our opinion, the financial statement schedules (pages S-1 to S-5, inclusive)
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 22, 1996
F-5
<PAGE> 7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of AmeriGas Propane, Inc.:
We have audited the consolidated balance sheets of AmeriGas Propane, Inc. (a
Pennsylvania corporation and a wholly owned subsidiary of AmeriGas, Inc.) and
subsidiaries as of September 30, 1996 and 1995, and the related consolidated
statements of operations, stockholder's equity and cash flows for the year ended
September 30, 1996 and the period April 19, 1995 to September 30, 1995 (not
presented herein). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
AmeriGas Propane, Inc. and subsidiaries as of September 30, 1996 and 1995 and
the results of their operations and their cash flows for the year ended
September 30, 1996 and the period April 19, 1995 to September 30, 1995, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 22, 1996
F-6
<PAGE> 8
UGI UTILITIES, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the years ended September 30, 1997 and 1996
F-7
<PAGE> 9
UGI UTILITIES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS: Page(s)
--------------
Reports of Independent Public Accountants F-9 to F-10
Financial Statements:
Statements of Net Assets Available for Benefits at
September 30, 1997 and 1996 F-11 to F-12
Statements of Changes in Net Assets Available for
Benefits for the years ended September 30, 1997
and 1996 F-13 to F-14
Notes to Financial Statements F-15 to F-25
Item 27a - Schedule of Assets Held for Investment Purposes -
September 30, 1997 F-26
Item 27d - Schedule of Reportable Transactions for the year
ended September 30, 1997 F-27
F-8
<PAGE> 10
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of
UGI Utilities, Inc.:
We have audited the accompanying statement of net assets available for benefits
of the UGI Utilities, Inc. Savings Plan (the "Plan") as of September 30, 1997
and the related statement of changes in net assets available for benefits for
the year 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 audit.
We conducted our audit 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 audit provides 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, 1997 and the changes in net assets available for benefits for the
year then ended, in conformity with generally accepted accounting principles.
Our audit was made 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 statement of
net assets available for benefits and the statement 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.
Arthur Andersen LLP
Chicago, Illinois
March 20, 1998
F-9
<PAGE> 11
REPORT OF INDEPENDENT ACCOUNTANTS
Retirement Committee
UGI Utilities, Inc.
Reading, Pennsylvania
We have audited the accompanying statement of net assets available for benefits
of the UGI Utilities, Inc. Savings Plan (the "Plan") as of September 30, 1996
and the related statement of changes in net assets available for benefits for
the year 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Fund Information in the statement of net assets
available for benefits and the statement 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 Fund Information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is 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
F-10
<PAGE> 12
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
September 30, 1997
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fixed Equity Fidelity Cash Intermediate
Income Income Magellan Reserves Bond
Total Fund Fund Fund Fund Fund
----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $36,744,193 $4,407,963 $9,691,206 $10,856,466 $3,020,671 $ 558,240
Loans to participants 1,149,746
Employers' contributions receivable 988,310 235,085 270,011 36,672 18,097
----------- ---------- ---------- ----------- ---------- ----------
Net assets available for benefits $38,882,249 $4,407,963 $9,926,291 $11,126,477 $3,057,343 $ 576,337
=========== ========== ========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Fidelity
UGI Managed Fidelity Fidelity
Common Income U.S. Equity Growth Fidelity
Stock Portfolio II Index Fidelity Company Overseas Participant
Fund Fund Fund Fund Fund Fund Loans
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $2,766,116 $3,238,410 $ 760,750 $640,847 $585,598 $217,926
Loans to participants $1,149,746
Employers' contributions receivable 70,233 224,489 40,928 38,291 40,001 14,503
---------- ---------- --------- -------- -------- -------- ----------
Net assets available for benefits $2,836,349 $3,462,899 $ 801,678 $679,138 $625,599 $232,429 $1,149,746
========== ========== ========= ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE> 13
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
September 30, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fixed Equity Fidelity Cash Intermediate
Income Income Magellan Reserves Bond
Total Fund Fund Fund Fund Fund
---------------- ----------- ----------- ----------- ----------- ------------
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 28,366,565 $ 7,140,033 $ 6,383,430 $ 8,886,016 $ 3,263,178 $ 520,374
Loans to participants 869,685
Employers' contributions receivable 959,756 280,221 208,261 273,753 34,178 22,322
---------------- ----------- ----------- ----------- ----------- ------------
Total assets 30,196,006 7,420,254 6,591,691 9,159,769 3,297,356 542,696
---------------- ----------- ----------- ----------- ----------- ------------
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 $ 542,696
================ =========== =========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------
Fidelity
UGI Managed Fidelity
Common Income U.S. Equity
Stock Portfolio II Index
Fund Fund Fund
----------- ---------------- ---------------
ASSETS:
<S> <C> <C> <C>
Trust investments (Note 3) $ 2,173,534
Loans to participants
Employers' contributions receivable 70,034 $ 26,504 (1) $ 10,329 (1)
----------- ---------------- ---------------
Total assets 2,243,568 26,504 10,329
----------- ---------------- ---------------
LIABILITIES:
Purchases pending settlement 4,528
----------- ---------------- ---------------
Net assets available for benefits $ 2,239,040 $ 26,504 $ 10,329
=========== ================ ===============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------
Fidelity
Growth Fidelity
Fidelity Company Overseas Participant
Fund Fund Fund Loans
------------- ------------- -------------- ------------
ASSETS:
<S> <C> <C> <C> <C>
Trust investments (Note 3)
Loans to participants $ 869,685
Employers' contributions receivable $ 13,419 (1) $ 15,079 (1) $ 5,656 (1)
------------- ------------- -------------- ------------
Total assets 13,419 15,079 5,656 869,685
------------- ------------- -------------- ------------
LIABILITIES:
Purchases pending settlement
------------- ------------- -------------- ------------
Net assets available for benefits $ 13,419 $ 15,079 $ 5,656 $ 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.
F-12
<PAGE> 14
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended September 30, 1997
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fixed Equity Fidelity Cash Intermediate
Income Income Magellan Reserves Bond
Total Fund Fund Fund Fund Fund
----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 2,856,432 $ 296 $ 631,171 $ 797,428 $ 124,475 $ 61,994
Employers' contributions 988,310 235,085 270,011 36,672 18,097
Investment income:
Interest 290,535 290,535
Dividends 1,333,527 468,812 300,106 168,173 33,003
Net appreciation in
value of investments 5,397,064 2,029,913 2,618,194 7,711
Other 85,644 2,707 16,335 25,829 2,725 716
Transfers of participants'
balances, net (293,614) (2,705,141) 250,179 (1,791,901) (307,293) (65,478)
----------- ---------- ---------- ----------- ---------- ----------
10,657,898 (2,411,603) 3,631,495 2,219,667 24,752 56,043
Less - Distributions to participants 1,967,127 600,688 296,895 252,959 264,765 22,402
----------- ---------- ---------- ----------- ---------- ----------
Net additions (deductions) 8,690,771 (3,012,291) 3,334,600 1,966,708 (240,013) 33,641
Net assets available for benefits-
beginning of year 30,191,478 7,420,254 6,591,691 9,159,769 3,297,356 542,696
----------- ---------- ---------- ----------- ---------- ----------
Net assets available for benefits-
end of year $38,882,249 $4,407,963 $9,926,291 $11,126,477 $3,057,343 $ 576,337
=========== ========== ========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Fidelity
UGI Managed Fidelity Fidelity
Common Income U.S. Equity Growth Fidelity
Stock Portfolio II Index Fidelity Company Overseas Participant
Fund Fund Fund Fund Fund Fund Loans
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 224,609 $ 756,986 $ 67,827 $ 72,180 $ 89,650 $ 29,816
Employers' contributions 70,233 224,489 40,928 38,291 40,001 14,503
Investment income:
Interest
Dividends 135,772 175,949 10,658 25,090 10,374 5,590
Net appreciation in
value of investments 416,924 120,615 90,550 85,884 27,273
Other 5,117 27,966 1,296 1,000 1,493 460
Transfers of participants'
balances, net (128,585) 2,597,944 584,131 442,501 385,296 149,723 $ 295,010
---------- ---------- --------- -------- -------- --------- ----------
724,070 3,783,334 825,455 669,612 612,698 227,365 295,010
Less - Distributions to participants 126,761 346,939 34,106 3,893 2,178 592 14,949
---------- ---------- --------- -------- -------- --------- ----------
Net additions (deductions) 597,309 3,436,395 791,349 665,719 610,520 226,773 280,061
Net assets available for benefits-
beginning of year 2,239,040 26,504 10,329 13,419 15,079 5,656 869,685
---------- ---------- --------- -------- -------- --------- ----------
Net assets available for benefits-
end of year $2,836,349 $3,462,899 $ 801,678 $679,138 $625,599 $ 232,429 $1,149,746
========== ========== ========= ======== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-13
<PAGE> 15
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
-------------------------------------------------------------------------------
Fidelity Fidelity Fidelity UGI
Fixed Equity Fidelity Cash Intermediate Common
Income Income Magellan Reserves Bond Stock
Total Fund Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 2,807,081 $ 866,579 $ 578,811 $ 940,005 $ 137,318 $ 68,879 $ 215,489
Employers' contributions 959,756 280,221 208,261 273,753 34,178 22,322 70,034
Investment income:
Interest 386,478 386,478
Dividends 2,485,610 347,910 1,826,798 158,315 36,030 116,557
Net appreciation (depreciation)
in value of investments (803,406) 543,010 (1,570,399) (14,857) 238,840
Other 65,510 20,922 16,870 20,192 3,979 524 3,023
Transfers of participants'
balances, net (144,981) (1,544,571) 714,116 (429,185) 980,637 (30,046) 52,607
------------ ----------- ----------- ----------- ----------- ------------ ----------
5,756,048 9,629 2,408,978 1,061,164 1,314,427 82,852 696,550
Less - Distributions to participants 1,722,374 388,661 436,751 438,832 364,744 16,211 58,461
------------ ----------- ----------- ----------- ----------- ------------ ----------
Net additions (deductions) 4,033,674 (379,032) 1,972,227 622,332 949,683 66,641 638,089
Net assets available for benefits-
beginning of year 26,157,804 7,799,286 4,619,464 8,537,437 2,347,673 476,055 1,600,951
------------ ----------- ----------- ----------- ----------- ------------ ----------
Net assets available for benefits-
end of year $ 30,191,478 $ 7,420,254 $ 6,591,691 $ 9,159,769 $ 3,297,356 $ 542,696 $ 2,239,040
============ =========== =========== =========== =========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Fidelity
Managed Fidelity Fidelity
Income U.S. Equity Growth Fidelity
Portfolio II Index Fidelity Company Overseas Participant
Fund Fund Fund Fund Fund Loans
--------------- ------------ ------------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions
Employers' contributions $ 26,504 (1) $ 10,329 (1) $ 13,419 (1) $ 15,079 (1) $ 5,656 (1)
Investment income:
Interest
Dividends
Net appreciation (depreciation)
in value of investments
Other
Transfers of participants'
balances, net $ 111,461
--------------- ------------ ------------- ------------ ------------ -----------
26,504 10,329 13,419 15,079 5,656 111,461
Less - Distributions to participants 18,714
--------------- ------------ ------------- ------------ ------------ -----------
Net additions (deductions) 26,504 10,329 13,419 15,079 5,656 92,747
Net assets available for benefits-
beginning of year - - - - - 776,938
--------------- ------------ ------------- ------------ ------------ -----------
Net assets available for benefits-
end of year $ 26,504 $ 10,329 $ 13,419 $ 15,079 $ 5,656 $ 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.
F-14
<PAGE> 16
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, 1997 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, as
defined in the Plan document. 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) whose members are 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%, in whole percentages, 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%, in whole
percentages, of eligible compensation provided that the combination of
before-tax and after-tax contributions does not exceed 10% of eligible
compensation. Effective October 1, 1996, a participant may increase the rate of
his or her before-tax or after-tax contributions at any time. Prior to October
1, 1996, a participant could increase the rate of such 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. However, prior to October 1, 1996, a participant who suspended
such contributions could only recommence such contributions effective with 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.
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 1997 and 1996 Plan
years, which were made in October 1997 and October 1996, respectively, were
invested in
F-15
<PAGE> 17
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 by
participants with less than fully vested interests remain in the Plan and are
available to reduce future Employer matching contributions. For the 1997 and
1996 Plan years, $5,000 and $12,593, respectively, in amounts attributable to
Plan forfeitures were used to reduce the Employers' matching contributions.
During the 1997 and 1996 Plan years, participants' balances of Employers'
matching funds of $6,728 and $7,492, respectively, were forfeited. At September
30, 1997, there was $943 in accumulated amounts attributable to Plan forfeitures
remaining in the Plan. At September 30, 1996, there were no 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 funds:
- Fixed Income Fund
Generally, this fund consists of three-year guaranteed
investment contracts with insurance companies. The 1996 Plan
Year contract was 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 and 1995 Plan year
contracts mature on September 30, 1998 and 1997,
respectively. The 1994 Plan Year contract matured on
September 30, 1996. Effective October 1, 1996, contributions
to the Fixed Income Fund were discontinued. Participant
account balances in the Fixed Income Fund are liquidated and
reinvested in accordance with participant elections (or, if
an election is not made, the default funds described below)
as the guaranteed investment contracts mature.
- Fidelity Equity Income Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities and whose investment objective is to achieve
current income and capital appreciation.
F-16
<PAGE> 18
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Fidelity Magellan Fund
This fund is 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.
- Fidelity Cash Reserves Fund
This fund is 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.
- Fidelity Intermediate Bond Fund
This fund is 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 and whose investment
objective is to achieve high current income.
- UGI Common Stock Fund
This fund invests principally 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 November 8, 1996, the UGI Common Stock
Fund was unitized in order to allow participants to perform
certain transactions on a daily basis without having to wait
for the purchase or sale of UGI Common Stock to settle.
After its unitization, the UGI Common Stock Fund holds a
small cash position to facilitate these transactions. The
value of a unit in the UGI Common Stock Fund was initially
set at $10.00 and is recalculated daily by dividing the
total assets of the fund (comprising shares of UGI
Corporation Common Stock and temporary cash investments) by
the total number of units that have been allocated to
participants' accounts. During the period November 8, 1996
to September 30, 1997, the range of high and low unit
values of the UGI Common Stock Fund were $11.68 and $9.05,
respectively.
F-17
<PAGE> 19
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Effective October 1, 1996, the following additional funds were established by
the Plan:
- Fidelity Managed Income Portfolio II Fund
This fund is an unaffiliated commingled pool whose
investments comprise principally guaranteed investment
contracts offered by insurance companies and financial
institutions and whose investment objective is to provide a
fixed rate of investment return guaranteed by the insurance
company or financial institution for a specified period of
time, generally between one and seven years.
- Fidelity U. S. Equity Index Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally U.S.
equity securities that broadly represent the U.S. stock
market as measured by the Standard & Poor's Composite Index
of 500 Stocks (S&P 500) and whose investment objective is to
track the performance of the S&P 500.
- Fidelity Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
and fixed income securities of domestic and foreign issuers
and whose investment objective is to achieve capital
appreciation and current income.
- Fidelity Growth Company Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities of companies with above average potential for
growth and whose investment objective is to achieve capital
appreciation over an extended period of time.
- Fidelity Overseas Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities of foreign issuers in developed countries in the
general geographic areas of the Americas (other than the
United States), the Far East and Pacific Basin, and Western
Europe. The fund's
F-18
<PAGE> 20
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
investment objective is to achieve capital appreciation over an extended
period of time.
Effective November 15, 1996, participants may transfer amounts between funds
(excluding transfers from the Fixed Income Fund prior to the expiration of the
investment contracts) at any time with no limit. Prior to November 15, 1996,
participants could transfer amounts between funds (excluding 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 at any time during the
quarter (not limited to once each quarter). In the absence of a participant's
Fixed Income Fund reinvestment election, during the 1997 Plan Year and the 1996
Plan Year all amounts were reinvested in the Fidelity Managed Income Portfolio
II Fund and the Fidelity Cash Reserves Fund, respectively.
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for investment assets of 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 by the Plan document.
F-19
<PAGE> 21
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Generally, a participant may withdraw up to 50% of the balance of his or her
account attributable to after-tax contributions (including amounts attributable
to employer matching contributions thereon) 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. No participant shall be
permitted to have more than two loans outstanding at any time.
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.
F-20
<PAGE> 22
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
CHANGE IN PLAN YEAR. During the 1997 Plan Year, the Pension Committee of UGI
Utilities' Board of Directors approved a change to the Plan's fiscal year from
one ending on September 30 to one ending on December 31, effective January 1,
1999. The change in the Plan's fiscal year will result in a short Plan year for
the period October 1, 1998 to December 31, 1998.
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 among investment funds, amounts transferred as a result of the
maturity of group annuity contracts, and those amounts transferred to or from
the AmeriGas Propane, Inc. Savings Plan, a related plan.
F-21
<PAGE> 23
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
F-22
<PAGE> 24
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Trust Investments
The components of trust investments by fund at September 30, 1997 and 1996 are
as follows:
<TABLE>
<CAPTION>
September 30,
1997 1996
------------ -----------
<S> <C> <C> <C> <C>
Fixed Income Fund
Group annuity contracts with insurance companies:
1996 Plan Year - 6.12% $ 2,009,833 $ 1,848,109
1995 Plan Year - 6.86% 2,398,130 2,670,488
1994 Plan Year - 4.34% -- 2,604,229
Cash and temporary cash investments -- 17,207
----------- -----------
4,407,963 7,140,033
----------- -----------
Fidelity Equity Income Fund (shares -- 1997 - 182,715; 1996 - 155,655) 9,691,206 6,383,430
----------- -----------
Fidelity Magellan Fund (shares -- 1997 - 108,728; 1996 - 116,844) 10,856,466 8,886,016
----------- -----------
Fidelity Cash Reserves Fund (shares -- 1997 - 3,020,671; 1996 - 3,263,178) 3,020,671 3,263,178
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 1997 - 55,162; 1996 - 52,037) 558,240 520,374
----------- -----------
UGI Common Stock Fund
UGI Corporation Common Stock (shares -- 1996 - 90,956) -- 2,137,459
UGI Corporation Unitized Stock Fund (units -- 1997 - 230,823) 2,730,641 --
Cash and temporary cash investments -- 4,528
Dividends receivable 35,475 31,547
----------- -----------
2,766,116 2,173,534
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 1997 - 3,238,410) 3,238,410
-----------
Fidelity U.S. Equity Index Fund (shares -- 1997 - 22,173) 760,750
-----------
Fidelity Fund (shares -- 1997 - 21,227) 640,847
-----------
Fidelity Growth Company Fund (shares -- 1997 - 11,757) 585,598
-----------
Fidelity Overseas Fund (shares -- 1997 - 5,940) 217,926
-----------
Total trust investments - fair value, except for group annuity contracts
which are carried at cost plus accrued interest $36,744,193 $28,366,565
=========== ===========
Total trust investments - cost $29,926,254 $26,273,430
=========== ===========
</TABLE>
F - 23
<PAGE> 25
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The numbers of Plan participants with account balances by investment option at
September 30, 1997 and 1996 were:
1997 1996
---- ----
Fixed Income Fund:
1996 Plan Year contract 569 612
1995 Plan Year contract 570 611
1994 Plan Year contract - 623
Fidelity Equity Income Fund 640 593
Fidelity Magellan Fund 701 684
Fidelity Cash Reserves Fund 498 586
Fidelity Intermediate Bond Fund 109 123
UGI Common Stock Fund 463 469
Fidelity Managed Income Portfolio II Fund 591 -
Fidelity U.S. Equity Index Fund 134 -
Fidelity Fund 122 -
Fidelity Growth Company Fund 129 -
Fidelity Overseas Fund 86 -
Participant loans 228 191
The total number of Plan participants with account balances at September 30,
1997 and 1996 of 1,153 and 1,186, 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 1997 and 1996 Plan years, the Plan purchased, at market prices,
16,987 and 24,909 shares of UGI Corporation Common Stock directly from UGI
Corporation for $397,544 and $546,778, 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 in effect as of September 30,
1994 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
F-24
<PAGE> 26
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 Employers' 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.
F-25
<PAGE> 27
UGI UTILITIES, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
September 30, 1997
------------------------------------------------------------------
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) $2,009,833 $ 2,009,833 $ 2,009,833 45.60%
1995 Plan Year -- John Hancock - 6.86% (2) $2,398,130 2,398,130 2,398,130 54.40%
----------- ----------- ------
4,407,963 4,407,963 100.00%
----------- ----------- ------
FIDELITY EQUITY INCOME FUND (2) (4) 182,715 shrs 6,597,887 9,691,206 100.00%
----------- ----------- ------
FIDELITY MAGELLAN FUND (2) (4) 108,728 shrs 8,042,232 10,856,466 100.00%
----------- ----------- ------
FIDELITY CASH RESERVES FUND (2) (4) 3,020,671 shrs 3,020,671 3,020,671 100.00%
----------- ----------- ------
FIDELITY INTERMEDIATE BOND FUND (4) 55,162 shrs 566,384 558,240 100.00%
----------- ----------- ------
UGI COMMON STOCK FUND (2) (4)
UGI Corporation Unitized Stock Fund 230,823 units 2,106,440 2,730,641 98.72%
Dividends receivable $35,475 35,475 35,475 1.28%
----------- ----------- ------
2,141,915 2,766,116 100.00%
----------- ----------- ------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (2) (4) 3,238,410 shrs 3,238,410 3,238,410 100.00%
----------- ----------- ------
FIDELITY U.S. EQUITY INDEX FUND (4) 22,173 shrs 657,846 760,750 100.00%
----------- ----------- ------
FIDELITY FUND (4) 21,227 shrs 553,079 640,847 100.00%
----------- ----------- ------
FIDELITY GROWTH COMPANY FUND (4) 11,757 shrs 507,690 585,598 100.00%
----------- ----------- ------
FIDELITY OVERSEAS FUND (4) 5,940 shrs 192,177 217,926 100.00%
----------- ----------- ------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 10.00%) (4)(5) -- 1,149,746 100.00%
----------- ----------- ------
Total - all funds $29,926,254 $37,893,939
=========== ===========
</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. The 1996 and 1995 Plan year contracts are for
three-year terms.
(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, 1997.
F-26
<PAGE> 28
UGI UTILITIES, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1)
YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Percent of Net
Total Total Beginning Number of Number of Realized
TRANSACTION BY FUND OR CARRIER Purchases Sales Net Assets Purchases Sales Gains
- ------------------------------ --------- ----- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME FUND
Group Annuity Contract -- 1994
John Hancock - 4.34% (2) $ -- $2,604,229 8.6% -- 1 --
FIDELITY EQUITY INCOME FUND $2,682,802 $1,404,940 13.5% 155 73 $ 221,995
FIDELITY MAGELLAN FUND $1,915,794 $2,563,539 14.8% 161 109 $ 339,788
FIDELITY CASH RESERVES FUND $1,065,730 $1,308,237 7.9% 157 119 --
UGI COMMON STOCK FUND $3,137,571 $2,961,313 20.2% 136 78 $ 83,819
FIDELITY MANAGED INCOME
PORTFOLIO II FUND $4,190,808 $ 952,398 17.0% 143 94 --
</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.
F-27
<PAGE> 29
AMERIGAS PROPANE, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the years ended September 30, 1997 and 1996
F-28
<PAGE> 30
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS: Page(s)
-------
<S> <C>
Report of Independent Public Accountants F-30
Financial Statements:
Statements of Net Assets Available for Benefits at
September 30, 1997 and 1996 F-31 to F-32
Statements of Changes in Net Assets Available for
Benefits for the years ended September 30, 1997 and
1996 F-33 to F-34
Notes to Financial Statements F-35 to F-46
Item 27a - Schedule of Assets Held for Investment Purposes -
September 30, 1997 F-47
Item 27d - Schedule of Reportable Transactions for the year
ended September 30, 1997 F-48
</TABLE>
F-29
<PAGE> 31
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, 1997
and 1996, 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, 1997 and 1996, 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 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 20, 1998
F-30
<PAGE> 32
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
September 30, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------
Fixed Income Fidelity Equity Fidelity Magellan Fidelity Cash
Total Fund Income Fund Fund Reserves Fund
----- ---- ----------- ---- -------------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $125,883,630 $8,735,309 $30,711,643 $32,918,096 $29,213,828
Loans to participants 2,874,200
------------ ---------- ----------- ----------- -----------
Net assets available for benefits $128,757,830 $8,735,309 $30,711,643 $32,918,096 $29,213,828
============ ========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Fidelity Fidelity Managed Fidelity
Intermediate UGI Common Income U.S. Equity Fidelity Fidelity Growth
Bond Fund Stock Fund Portfolio II Fund Index Fund Fund Company Fund
--------- ---------- ----------------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $3,002,368 $2,276,655 $9,966,151 $3,014,426 $2,390,809 $2,709,675
Loans to participants
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $3,002,368 $2,276,655 $9,966,151 $3,014,426 $2,390,809 $2,709,675
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------
Fidelity
Overseas Participant
Fund Loans
---- -----
<S> <C> <C>
Trust investments (Note 3) $944,670
Loans to participants $2,874,200
-------- ----------
Net assets available for benefits $944,670 $2,874,200
======== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-31
<PAGE> 33
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
September 30, 1996
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Fixed Income Fidelity Equity Fidelity Magellan Fidelity Cash
Total Fund Income Fund Fund Reserves Fund
----- ---- ----------- ---- -------------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 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
----------------------------------------------------
Fidelity
Intermediate UGI Common GIC Participant
Bond Fund Stock Fund Fund Loans
--------- ---------- ---- -----
<S> <C> <C> <C> <C>
Trust investments (Note 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.
F-32
<PAGE> 34
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended September 30, 1997
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fixed Income Fidelity Equity Fidelity Magellan Fidelity Cash
Total Fund Income Fund Fund Reserves Fund
-------------- ------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Merger of AmeriGas Propane, Inc.
Pension Plan (Note 1) $ 35,418,653 $ 6,778,721 $ 5,074,664 $ 8,246,264 $ 14,525,846
Participants' contributions 6,574,791 1,301,147 1,714,947 702,184
Company contributions 4,604,209 916,658 1,194,047 528,321
Investment income:
Interest 648,429 567,171 1,265 944 972
Dividends 5,116,269 1,615,956 940,404 1,593,522
Net appreciation
in value of investments 16,809,205 7,065,909 8,097,367
Other 159,555 (8,436) 35,923 42,355 19,813
Transfers of participants' balances, net 293,614 (6,484,143) (560,967) (3,461,297) (1,520,001)
-------------- ------------ -------------- ---------------- --------------
69,624,725 853,313 15,450,555 16,775,031 15,850,657
Less - Distributions to participants 14,443,029 1,033,761 3,202,411 3,347,998 4,837,628
-------------- ------------ -------------- ---------------- --------------
Net additions (deductions) 55,181,696 (180,448) 12,248,144 13,427,033 11,013,029
Net assets available for benefits-
beginning of year 73,576,134 8,915,757 18,463,499 19,491,063 18,200,799
-------------- ------------ -------------- ---------------- --------------
Net assets available for benefits-
end of year $ 128,757,830 $ 8,735,309 $ 30,711,643 $ 32,918,096 $ 29,213,828
============== ============ ============== ================ ==============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Fidelity Fidelity Managed Fidelity
Intermediate UGI Common Income U.S. Equity Fidelity
Bond Fund Stock Fund Portfolio II Fund Index Fund Fund
------------- ------------ ----------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Merger of AmeriGas Propane, Inc.
Pension Plan (Note 1) $ 356,982 $ 59,105 $ 62,820 $ 96,207
Participants' contributions 361,269 326,243 $ 841,755 283,502 286,862
Company contributions 246,134 197,878 675,226 169,766 192,412
Investment income:
Interest 250 31 164 190 210
Dividends 163,006 96,308 515,672 37,750 90,155
Net appreciation
in value of investments 25,993 324,281 465,414 317,293
Other 9,382 3,428 25,352 5,590 4,130
Transfers of participants' balances, net 324,398 175,958 9,111,487 2,120,814 1,437,298
------------ ------------ ---------------- ------------ -------------
1,487,414 1,183,232 11,169,656 3,145,846 2,424,567
Less - Distributions to participants 162,251 88,209 1,203,505 131,420 33,758
------------ ------------ ---------------- ------------ -------------
Net additions (deductions) 1,325,163 1,095,023 9,966,151 3,014,426 2,390,809
Net assets available for benefits-
beginning of year 1,677,205 1,181,632 -- -- --
------------ ------------ ---------------- ------------ -------------
Net assets available for benefits-
end of year $ 3,002,368 $ 2,276,655 $ 9,966,151 $ 3,014,426 $ 2,390,809
============ ============ ================ ============ =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Fidelity
Fidelity Growth Overseas GIC Participant
Company Fund Fund Fund Loans
--------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Merger of AmeriGas Propane, Inc.
Pension Plan (Note 1) $ 174,162 $ 43,882
Participants' contributions 576,969 179,913
Company contributions 376,679 107,088
Investment income:
Interest 149 81 $ 77,002
Dividends 42,342 21,154
Net appreciation
in value of investments 404,016 108,932
Other 12,073 3,363 (260) $ 6,842
Transfers of participants' balances, net 1,186,162 492,967 (3,487,065) 958,003
------------- ------------ ------------ ----------
2,772,552 957,380 (3,410,323) 964,845
Less - Distributions to participants 62,877 12,710 102,536 223,965
--------------- ------------ ------------ -----------
Net additions (deductions) 2,709,675 944,670 (3,512,859) 740,880
Net assets available for benefits-
beginning of year -- -- 3,512,859 2,133,320
--------------- ------------ ------------ -----------
Net assets available for benefits-
end of year $ 2,709,675 $ 944,670 $ -- $2,874,200
============= ============ ============ ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-33
<PAGE> 35
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
--------------------------------------------------------------------
Fixed Income Fidelity Equity Fidelity Magellan Fidelity Cash
Total Fund Income Fund Fund Reserves 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 year 34,442,465 13,477,691 5,055,086 10,893,490 3,085,318
------------ ------------ -------------- ---------------- ------------
Net assets available for benefits-
end of year $ 73,576,134 $ 8,915,757 $ 18,463,499 $ 19,491,063 $18,200,799
============ ============ ============== ================ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Fidelity
Intermediate UGI Common GIC Participant
Bond Fund Stock 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 year 543,629 795,461 -- 591,790
----------- ----------- ------------- -----------
Net assets available for benefits-
end of year $1,677,205 $1,181,632 $ 3,512,859 $2,133,320
=========== =========== ============= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-34
<PAGE> 36
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, 1997 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, hereinafter referred to as "the
Company"). The Plan covers employees of the Company having a minimum of one year
of eligible service as defined in the Plan document. 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), whose members are appointed by the President of the Company and
subject to approval by the Company's Board of Directors.
AMERIGAS PROPANE, INC. PENSION PLAN MERGER. 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
Pension Plan was a defined contribution plan covering certain eligible employees
of the Company. The general provisions of the Plan were not affected by the
Pension Plan Merger. However, 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 interfund transfers, loans and distributions upon termination or
retirement, were suspended.
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 April 19, 1995 commencement of operations of
AmeriGas Propane, L.P., were employees of Petrolane Incorporated, a predecessor
company of AmeriGas Propane, L.P. 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. Effective October 1, 1996, 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
F-35
<PAGE> 37
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1% to 10%, in whole percentages, of eligible compensation. Prior to October 1,
1996, subject to certain limitations, a participant could elect to contribute to
the Plan on a before-tax basis through payroll reduction an amount equal to from
1% to 6%, in whole percentages, of eligible compensation. Effective October 1,
1996, a participant may increase the rate of his or her contribution at any
time. Prior to October 1, 1996, a participant could increase the rate of such
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 contributions at any time by filing a written request with the Plan
Administrator. However, prior to October 1, 1996, a participant who suspended
such contributions could only recommence such contributions effective with 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.
Effective October 1, 1996, the Company shall contribute to the Plan an amount
equal to 100% of contributions made by each participant for each payroll period
up to a total of 5% of the participant's eligible compensation for each such
payroll period. Prior to October 1, 1996, the Company, at its discretion, could
make a contribution to the Plan equal to a percentage of participant
contributions up to 6% of eligible compensation. For the 1996 Plan Year, there
was no Company matching contribution. In order to be entitled to the Company
matching contribution prior to October 1, 1996, a participant had to be actively
employed by the Company or an affiliated company as of the end of the Plan year.
In addition, if a participant was employed by the Company during the Plan year
and retired, became disabled (as defined), was on a qualifying leave of absence,
or died during the Plan year, such participant (or designated beneficiary) was
eligible for that Plan year's matching contribution.
Commencing October 1, 1996, the Company may also contribute for each Plan year,
out of its net profits, such amounts, if any, as shall be determined by its
Board of Directors, in its sole discretion, to all active participants and those
on a qualifying leave of absence on the last day of the Plan year and those
participants who retired, died, or became disabled (as defined) during the Plan
year, provided that these participants were not eligible to participate in the
AmeriGas Propane, Inc. Supplemental Executive Retirement Plan. Subject to
certain limitations, such amount to be credited to a participant's account shall
be determined by dividing the total amount of such contribution by the number of
eligible Plan participants.
The Plan also accepts on behalf of any employee, whether or not he or she has
met the requirements for participation in the Plan, (i) the entire amount of
cash received as a distribution from another qualified trust forming part of a
plan described in section 401(a) of the Internal Revenue Code (IRC) or from an
individual retirement program described in section 408 of the IRC, or (ii) a
direct transfer from another plan qualified under Section 401(a) of the IRC.
F-36
<PAGE> 38
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
In addition, any participant eligible for a contribution who was a participant
in the former Retirement Income Plan for Employees of AP Propane, Inc. as of
December 31, 1988 and had attained the age of 50 as of that date is entitled to
an additional contribution as of the last day of each Plan year as follows:
<TABLE>
<CAPTION>
Age as of Percentage of
December 31, 1988 Eligible Compensation
<S> <C>
50 to 54 2%
55 to 59 3%
60 and over 4%
</TABLE>
Company matching contributions are 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 the
Company's matching contributions (including contributions to the Pension Plan)
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 Company or an affiliated company.
Forfeitures of amounts attributable to the Company's matching contributions and
the Company's previous contributions to the Pension Plan by participants with
less than fully vested interests remain in the Plan and are available to reduce
future Company matching contributions. During the 1997 and 1996 Plan years,
participants' balances attributable to Company contributions of $332,597 and
$30,566, respectively, were forfeited. In addition, in conjunction with the
Pension Plan Merger, $211,376 in accumulated amounts attributable to Pension
Plan forfeitures were transferred to the Plan on October 1, 1996. At September
30, 1997 and 1996, there were $621,160 and $49,804 in accumulated amounts
attributable to forfeitures remaining in the Plan, respectively.
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 Plan
Year contract was 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 and 1995 Plan year contracts mature
on September 30, 1998 and 1997, respectively. The 1994 Plan
Year
F-37
<PAGE> 39
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
contract matured on September 30, 1996. Effective October 1,
1996, contributions to the Fixed Income Fund were
discontinued. Participant account balances in the Fixed Income
Fund are liquidated and reinvested in accordance with
participant elections (or, if an election is not made, the
default funds described below) as the guaranteed investment
contracts mature.
- Fidelity Equity Income Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities and whose investment objective is to achieve
current income and capital appreciation.
- Fidelity Magellan Fund
This fund is 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.
- Fidelity Cash Reserves Fund
This fund is 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.
- Fidelity Intermediate Bond Fund
This fund is 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 and whose investment objective is to
achieve high current income.
- UGI Common Stock Fund
This fund invests principally 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 November 8, 1996, the UGI Common Stock Fund was
unitized in order
F-38
<PAGE> 40
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
to allow participants to perform certain transactions on a
daily basis without having to wait for the purchase or sale of
UGI Common Stock to settle. After its unitization, the UGI
Common Stock Fund holds a small cash position to facilitate
these transactions. The value of a unit in the UGI Common
Stock Fund was initially set at $10.00 and is recalculated
daily by dividing the total assets of the fund (comprising
shares of UGI Corporation Common Stock and temporary cash
investments) by the total number of units that have been
allocated to participants' accounts. During the period
November 8, 1996 to September 30, 1997, the range of high and
low unit values of the UGI Common Stock Fund were $11.78 and
$9.03, respectively.
Effective October 1, 1996, the following additional funds were established by
the Plan:
- Fidelity Managed Income Portfolio II Fund
This fund is an unaffiliated commingled pool whose investments
comprise principally guaranteed investment contracts offered
by insurance companies and financial institutions and whose
investment objective is to provide a fixed rate of investment
return guaranteed by the insurance company or financial
institution for a specified period of time, generally between
one and seven years.
- Fidelity U.S. Equity Index Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally U.S. equity
securities that broadly represent the U.S. stock market as
measured by the Standard & Poor's Composite Index of 500
stocks (S&P 500) and whose investment objective is to track
the performance of the S&P 500.
- Fidelity Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity and
fixed income securities of domestic and foreign issuers and
whose investment objective is to achieve capital appreciation
and current income.
- Fidelity Growth Company Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities of companies with above
F-39
<PAGE> 41
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
average potential for growth and whose investment objective is
to achieve capital appreciation over an extended period of
time.
- Fidelity Overseas Fund
This fund is an unaffiliated registered investment company
mutual fund whose investments comprise principally equity
securities of foreign issuers in developed countries in the
general geographic areas of the Americas (other than the
United States), the Far East and Pacific Basin, and Western
Europe. The fund's investment objective is to achieve capital
appreciation over an extended period of time.
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 offered by
insurance companies which matured at varying times through April 1997.
Participant account balances in the GIC Fund were liquidated and reinvested in
accordance with participant elections (or, if an election was not made, the
default funds described below) as group annuity contracts matured.
Effective November 15, 1996, participants may transfer amounts between funds
(excluding transfers from the Fixed Income Fund and GIC Fund prior to the
expiration of the investment contracts) at any time with no limit. Prior to
November 15, 1996, participants could transfer amounts between funds (excluding
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). In the
absence of a participant's Fixed Income Fund or GIC Fund reinvestment election,
during the 1997 Plan Year and the 1996 Plan Year all amounts were reinvested in
the Fidelity Managed Income Portfolio II Fund and the Fidelity Cash Reserve
Fund, respectively.
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for the investment assets of 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
F-40
<PAGE> 42
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 previously permitted 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 Company 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
once per calendar year up to 100% of amounts attributable to rollover
contributions from other 401(a) or individual retirement program accounts,
however the amount must be at least $500 or, if less, the total value of such
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 the Company, withdrawals of the portion
of the participant's Company 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 IRC that distributions commence by April 1 of the
calendar year following the year in which the participant attains age 70 1/2.
F-41
<PAGE> 43
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 and rollover account
balances, 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 and rollover account balances 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.
No participant shall be permitted to have more than two loans outstanding at any
one time.
ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable
to the Plan unless paid for by the Company. The Company currently pays such
expenses. Mutual fund expenses are paid to fund managers from mutual fund
assets. Loan administration fees are charged to participants with outstanding
loan balances.
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.
F-42
<PAGE> 44
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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 among investment funds, amounts transferred as a result of the
maturity of group annuity contracts, and those amounts transferred to or from
the UGI Utilities, Inc. Savings Plan and other affiliated plans.
The financial statements for the 1997 Plan Year reflect the activity of the Plan
including the effects of the October 1, 1996 Pension Plan Merger. Accordingly,
the accompanying Statement of Net Assets Available for Benefits as of September
30, 1997 and the related Statement of Changes in Net Assets Available for
Benefits for the year then ended include the net assets of the former AmeriGas
Propane, Inc. Pension Plan and the related amounts of income, appreciation
(depreciation) in fair value of investments, distributions and expenses for the
entire 1997 Plan Year.
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.
F-43
<PAGE> 45
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at September 30, 1997 and 1996 are
as follows:
<TABLE>
<CAPTION>
September 30,
1997 1996
----------------- ------------------
<S> <C> <C>
Fixed Income Fund
Group annuity contracts with insurance companies:
1996 Plan Year - 6.12% $ 3,776,326 $ 2,260,961
1995 Plan Year - 6.86% 4,958,983 3,010,612
1994 Plan Year - 4.34% -- 3,644,184
----------------- ------------------
8,735,309 8,915,757
----------------- ------------------
Fidelity Equity Income Fund (shares -- 1997 - 579,029; 1996 - 450,219) 30,711,643 18,463,499
----------------- ------------------
Fidelity Magellan Fund (shares -- 1997 - 329,679; 1995 - 256,293) 32,918,096 19,491,063
----------------- ------------------
Fidelity Cash Reserves Fund (shares -- 1997 - 29,213,828; 1996 - 18,200,799) 29,213,828 18,200,799
----------------- ------------------
Fidelity Intermediate Bond Fund (shares -- 1997 - 296,678; 1996 - 167,720) 3,002,368 1,677,205
----------------- ------------------
UGI Common Stock Fund
UGI Corporation Common Stock (shares --1996 - 49,550) 1,164,420
UGI Corporation Unitized Stock Fund (units -- 1997 - 190,549) 2,248,474
Dividends receivable 28,181 17,212
----------------- ------------------
2,276,655 1,181,632
----------------- ------------------
Fidelity Managed Income Portfolio II Fund (shares -- 1997 - 9,966,151) 9,966,151
-----------------
Fidelity U.S. Equity Index Fund (shares -- 1997 - 87,859) 3,014,426
-----------------
Fidelity Fund (shares -- 1997 - 79,192) 2,390,809
-----------------
Fidelity Growth Company Fund (shares -- 1997 - 54,401) 2,709,675
-----------------
Fidelity Overseas Fund (shares -- 1997 - 25,747) 944,670
-----------------
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 $ 125,883,630 $ 71,442,814
================= ==================
Total trust investments - cost $ 106,699,448 $ 66,344,995
================= ==================
</TABLE>
F-44
<PAGE> 46
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The numbers of Plan participants with account balances by investment option at
September 30, 1997 and 1996 were:
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Fixed Income Fund:
1996 Plan Year contract 1,808 1,198
1995 Plan Year contract 1,544 1,017
1994 Plan Year contract -- 1,227
Fidelity Equity Income Fund 2,707 2,408
Fidelity Magellan Fund 2,880 2,591
Fidelity Cash Reserves Fund 3,946 3,304
Fidelity Intermediate Bond Fund 974 793
UGI Common Stock Fund 823 591
Fidelity Managed Income Portfolio II Fund 2,361 --
Fidelity U.S. Equity Index Fund 516 --
Fidelity Fund 594 --
Fidelity Growth Company Fund 886 --
Fidelity Overseas Fund 369 --
GIC Fund -- 771
Participant loans 881 717
</TABLE>
The total number of Plan participants with account balances at September 30,
1997 and 1996 of 5,707 and 4,733, 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 1997 and 1996 Plan years, the Plan purchased, at market prices,
25,029 and 16,086 shares of UGI Corporation Common Stock directly from UGI
Corporation for $590,117 and $349,625, 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 in effect as of September 30,
1994 under Section 401(a) of the IRC. The Plan has since been amended, however,
the Plan Administrator believes that the Plan is
F-45
<PAGE> 47
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
5. SUBSEQUENT EVENT - CHANGE IN PLAN YEAR
Subsequent to the 1997 Plan Year, the Pension Committee of the Company's Board
of Directors approved a change to the Plan's fiscal year from one ending on
September 30 to one ending on December 31, effective January 1, 1999. The change
in the Plan's fiscal year will result in a short plan year for the period
October 1, 1998 to December 31, 1998.
F-46
<PAGE> 48
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
September 30, 1997
-----------------------------------------------------------------------
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% $ 3,776,326 $ 3,776,326 $ 3,776,326 43.23%
1995 Plan Year -- John Hancock - 6.86% $ 4,958,983 4,958,983 4,958,983 56.77%
------------ ------------ ---------
8,735,309 8,735,309 100.00%
------------ ------------ ---------
FIDELITY EQUITY INCOME FUND (2) (4) 579,029 shrs 21,452,813 30,711,643 100.00%
------------ ------------ ---------
FIDELITY MAGELLAN FUND (2) (4) 329,679 shrs 24,654,636 32,918,096 100.00%
------------ ------------ ---------
FIDELITY CASH RESERVES FUND (2) (4) 29,213,828 shrs 29,213,828 29,213,828 100.00%
------------ ------------ ---------
FIDELITY INTERMEDIATE BOND FUND (4) 296,678 shrs 3,019,993 3,002,368 100.00%
------------ ------------ ---------
UGI COMMON STOCK FUND (4)
UGI Corporation Unitized Stock Fund 190,549 units 1,797,821 2,248,474 98.76%
Dividends receivable $28,181 28,181 28,181 1.24%
------------ ------------ ---------
1,826,002 2,276,655 100.00%
------------ ------------ ---------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (2) (4) 9,966,151 shrs 9,966,151 9,966,151 100.00%
------------ ------------ ---------
FIDELITY U.S. EQUITY INDEX FUND (4) 87,859 shrs 2,578,063 3,014,426 100.00%
------------ ------------ ---------
FIDELITY FUND (4) 79,192 shrs 2,084,702 2,390,809 100.00%
------------ ------------ ---------
FIDELITY GROWTH COMPANY FUND (4) 54,401 shrs 2,325,197 2,709,675 100.00%
------------ ------------ ---------
FIDELITY OVERSEAS FUND (4) 25,747 shrs 842,754 944,670 100.00%
------------ ------------ ---------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 12.70%) (4) (5) -- 2,874,200 100.00%
------------ ------------ ---------
Total - all funds $106,699,448 $128,757,830
============ ============
</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. The 1996 and 1995 Plan year contracts are for three-year
terms.
(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, 1997.
F-47
<PAGE> 49
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1)
YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Percent of Net
Total Total Beginning Number of Number of Realized
TRANSACTION BY FUND OR CARRIER Purchases Sales Net Assets Purchases Sales Gains
------------------------------ ----------- ---------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
FIDELITY EQUITY INCOME FUND $11,789,499 $6,552,126 16.8% 231 206 $1,323,740
FIDELITY MAGELLAN FUND $13,697,021 $8,288,401 20.2% 233 215 $1,164,560
FIDELITY CASH RESERVES FUND $19,279,557 $8,266,671 25.3% 215 227 --
FIDELITY MANAGED INCOME
PORTFOLIO II FUND $12,535,602 $2,570,521 13.9% 193 200 --
</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.
F-48
<PAGE> 50
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Millions of dollars)
<TABLE>
<CAPTION>
September 30,
1997 1996
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 20.1 $ 51.4
Short-term investments -- 23.1
Accounts receivable 0.5 0.4
Deferred income taxes 0.2 0.2
Prepaid expenses and other current assets 0.1 0.2
------ ------
Total current assets 20.9 75.3
Investments in subsidiaries 376.2 326.5
Other assets 4.0 1.0
------ ------
Total assets $401.1 $402.8
====== ======
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and notes payable $ 10.3 $ 12.2
Accrued liabilities 13.2 11.7
------ ------
Total current liabilities 23.5 23.9
Noncurrent liabilities 1.5 1.3
Common stockholders' equity:
Common Stock, without par value (authorized - 100,000,000 shares;
issued - 33,198,731 shares) 393.7 392.0
Accumulated deficit (9.2) (12.9)
------ ------
384.5 379.1
Less treasury stock, at cost 8.4 1.5
------ ------
Total common stockholders' equity 376.1 377.6
------ ------
Total liabilities and common stockholders' equity $401.1 $402.8
====== ======
</TABLE>
S-1
<PAGE> 51
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF INCOME
(Millions of dollars, except per share amounts)
<TABLE>
<CAPTION>
Year Ended
September 30,
------------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Costs and expenses:
Operating and administrative expenses 12.2 10.1 16.4
Petrolane management fee income -- -- (6.8)
Miscellaneous income, net (14.8) (13.4) (16.7)
------ ------ ------
(2.6) (3.3) (7.1)
------ ------ ------
Operating income 2.6 3.3 7.1
Interest income -- 0.1 0.2
------ ------ ------
Income before income taxes 2.6 3.4 7.3
Income taxes 1.1 1.4 3.2
------ ------ ------
Income before equity in income
of unconsolidated subsidiaries
and equity investees 1.5 2.0 4.1
Equity in continuing operations
of unconsolidated subsidiaries 50.6 37.5 3.7
Equity in Petrolane -- -- 0.1
------ ------ ------
Income before extraordinary loss and change
in accounting for postemployment benefits 52.1 39.5 7.9
Extraordinary loss - debt restructuring - subsidiaries -- -- (13.2)
Change in accounting for postemployment benefits - subsidiaries -- -- (3.1)
------ ------ ------
Net income (loss) $ 52.1 $ 39.5 $ (8.4)
====== ====== ======
Earnings per common share:
Earnings before extraordinary loss and change
in accounting for postemployment benefits $ 1.57 $ 1.19 $ 0.24
Extraordinary loss - debt restructuring - subsidiaries -- -- (0.40)
Change in accounting for postemployment benefits - subsidiaries -- -- (0.10)
------ ------ ------
Net earnings (loss) $ 1.57 $ 1.19 $(0.26)
====== ====== ======
</TABLE>
S-2
<PAGE> 52
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Millions of dollars)
<TABLE>
<CAPTION>
Year Ended
September 30,
----------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
NET CASH PROVIDED BY OPERATING
ACTIVITIES (a) $ 77.5 $ 96.6 $ 25.0
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment -- -- (0.2)
Net repayments from unconsolidated subsidiaries -- -- 0.5
Investments in unconsolidated subsidiaries (74.6) (1.1) (0.6)
Other 20.6 (21.1) (2.0)
------ ------ ------
Net cash used by investing activities (54.0) (22.2) (2.3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends on Common Stock (47.2) (46.4) (45.2)
Issuance of Common Stock 11.7 11.3 10.1
Purchase of Common Stock (19.2) (7.1) --
------ ------ ------
Net cash used by financing activities (54.7) (42.2) (35.1)
------ ------ ------
Cash and cash equivalents increase (decrease) $(31.2) $ 32.2 $(12.4)
====== ====== ======
Cash and cash equivalents:
End of period $ 20.1 $ 51.3 $ 19.1
Beginning of period 51.3 19.1 31.5
------ ------ ------
Increase (decrease) $(31.2) $ 32.2 $(12.4)
====== ====== ======
</TABLE>
(a) Includes dividends received from unconsolidated subsidiaries of $75.8,
$95.2 and $22.1, respectively, for the years ended September 30, 1997, 1996
and 1995.
Supplemental disclosure of non-cash investing activities:
During the year ended September 30, 1995, UGI Corporation contributed a $10
noninterest bearing demand note to its wholly owned subsidiary, AmeriGas,
Inc. During the year ended September 30, 1996, the note was contributed to
AmeriGas Propane, Inc., a subsidiary of AmeriGas, Inc.
S-3
<PAGE> 53
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
--------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1997
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $10.6 $11.3 $(10.6)(1) $11.3
===== =====
Allowance for amortization of deferred
financing costs - Propane $ 2.2 $ 1.6 $ -- $ 3.8
===== =====
Allowance for amortization of
other deferred costs - Propane $ 2.8 $ 1.1 $ -- $ 3.9
===== =====
Other reserves:
Self-insured property and casualty liability $47.7 $11.3 $(10.5)(2) $48.5
===== =====
Insured property and casualty liability $19.0 $ 3.3 $(20.5)(2) $ 1.8
===== =====
Environmental, litigation and other $16.1 $ 7.6 $ (1.1)(2) $22.6
===== =====
YEAR ENDED SEPTEMBER 30, 1996
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 7.3 $10.5 $ (7.2)(1) $10.6
===== =====
Allowance for amortization of deferred
financing costs - Propane $ 0.7 $ 1.5 $ -- $ 2.2
===== =====
Allowance for amortization of
other deferred costs - Propane $ 1.8 $ 1.0 $ -- $ 2.8
===== =====
Other reserves:
Self-insured property and casualty liability $48.5 $14.0 $(14.8)(2) $47.7
===== =====
Insured property and casualty liability $11.7 $ 6.8 $ 0.5 (4) $19.0
===== =====
Environmental, litigation and other $26.1 $(7.1) $ (2.9)(2) $16.1
===== =====
</TABLE>
S-4
<PAGE> 54
UGI CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (continued)
(Millions of dollars)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
--------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1995
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 4.7 $ 5.4 $(7.3)(1) $ 7.3
===== =====
4.5 (3)
Allowance for amortization of deferred
financing costs - Propane $ -- $ 0.7 $ -- $ 0.7
===== =====
Allowance for amortization of
other deferred costs - Propane $ 6.3 $ 1.6 $ 0.4 (3) $ 1.8
===== =====
(6.5)(4)
Other reserves:
Self-insured property and casualty liability $13.6 $11.3 $(9.6)(2) $48.5
===== =====
33.0 (3)
0.2 (4)
Insured property and casualty liability $ -- $14.9 $(2.1)(2) $11.7
===== =====
(1.1)(4)
Environmental, litigation and other $ 0.5 $ 0.2 $32.3 (3) $26.1
===== =====
(6.3)(4)
(0.6)(2)
</TABLE>
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments.
(3) Represents amounts for Petrolane Incorporated (Petrolane) as a result
of the purchase on April 19, 1995 of the 65% of the common stock of
Petrolane not already owned by UGI or its subsidiary AmeriGas, Inc.
(4) Other adjustments.
S-5
<PAGE> 55
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 are listed in the
accompanying Index to Financial Statements and Financial Statement Schedules set
forth on page F-2 through F-3 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):
-2-
<PAGE> 56
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
=================================================================================================================
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 (9/30/95) 3.2
31, 1995.
- -----------------------------------------------------------------------------------------------------------------
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 Item 601(b)(4) 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> 57
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
=================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=================================================================================================================
<S> <C> <C> <C> <C>
4.5 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P. (3/31/95)
America, Metropolitan Life Insurance
Company, and certain other institutional
investors and AmeriGas Propane, L.P., New
AmeriGas Propane, Inc. and Petrolane
Incorporated
4.6 First Amendment dated as of September 12, AmeriGas Form 10-K (9/30/97) 4.5
1997 to Note Agreement dated as of April Partners, L.P.
12, 1995
- -----------------------------------------------------------------------------------------------------------------
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> 58
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
=================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=================================================================================================================
<S> <C> <C> <C> <C>
10.3 Transportation Service Agreement (Rate Utilities Form 10-K (12/31/90) (10)p.
FTS-1) dated November 1, 1989 between
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 Directors Deferred UGI Form 10-K 10.39
Compensation Plan dated August 26, 1993 (9/30/94)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE> 59
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
=================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=================================================================================================================
<S> <C> <C> <C> <C>
10.7** UGI Corporation 1992 Stock Option and UGI Form 10-Q (10)ee
Dividend Equivalent Plan, as amended May (6/30/92)
19, 1992
10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4
March 8, 1996 (6/30/96)
10.9** UGI Corporation Directors' Equity UGI Form 10-Q 10.1
Compensation Plan (3/31/97)
10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q 10.2
Dividend Equivalent Plan (3/31/97)
10.11** UGI Corporation 1992 Directors' Stock Plan UGI Form 10-Q (6/30/92) (10)ff
10.12** UGI Corporation Senior Executive Employee
Severance Pay Plan effective January 1, 1997
10.13** Change of Control Agreement between UGI
Corporation and Lon R. Greenberg
10.14** Form of Change of Control Agreement between
UGI Corporation and each of Messrs. Bunn
and Ladner
10.15** Form of Change of Control Agreement between
UGI Corporation and each of Messrs.
Bovaird, Cuzzolina and Hall
10.16** 1997 Stock Purchase Loan Plan
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE> 60
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
=================================================================================================================
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=================================================================================================================
<S> <C> <C> <C> <C>
10.17 Amended and Restated Credit Agreement dated AmeriGas Form 10-K 10.1
as of September 15, 1997 among AmeriGas Partners, L.P. (9/30/97)
Propane, L.P., AmeriGas Propane, Inc.,
Petrolane Incorporated, Bank of America
National Trust and Savings Association, as
Agent, First Union National Bank, as
Syndication Agent and certain banks
10.18 Intercreditor and Agency Agreement dated as AmeriGas Form 10-Q (3/31/95) 10.2
of April 19, 1995 among AmeriGas Propane, Partners, L.P.
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.
10.19 General Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.3
April 19, 1995 among AmeriGas Propane, Partners, L.P.
L.P., Bank of America National Trust and
Savings Association and Mellon Bank, N.A.
10.20 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.4
April 19, 1995 among AmeriGas Propane, Partners, L.P.
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> 61
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
=================================================================================================================
<S> <C> <C> <C> <C>
10.21 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q (3/31/95) 10.5
April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P.
for the benefit of Bank of America National
Trust and Savings Association, as
Collateral Agent
10.22 Trademark License Agreement dated April 19, AmeriGas Form 10-Q (3/31/95) 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P.
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.23 Trademark License Agreement, dated April AmeriGas Form 10-Q (3/31/95) 10.7
19, 1995 among AmeriGas Propane, Inc., Partners, L.P.
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
10.24 Agreement dated as of May 1, 1996 between AmeriGas Form 10-K (9/30/97) 10.2
TE Products Pipeline Company, L.P. and Partners, L.P.
AmeriGas Propane, L.P.
- -----------------------------------------------------------------------------------------------------------------
11 Statement re: Computation of Per Share
Earnings
- -----------------------------------------------------------------------------------------------------------------
13.1 Pages 10 through 39 of 1997 Annual Report
to Shareholders
13.2 Amendment No. 1 on Form 8-K/A to Form 8-K
dated July 11, 1997
- -----------------------------------------------------------------------------------------------------------------
21 Subsidiaries of the Registrant
- -----------------------------------------------------------------------------------------------------------------
23.1 Consent of Arthur Andersen LLP
re: Financial Statements of UGI Corporation
23.2 Consent of Arthur Andersen LLP
re: Financial Statements of AmeriGas
Propane, Inc.
23.3 Consent of Coopers & Lybrand L.L.P.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
-8-
<PAGE> 62
INCORPORATION BY REFERENCE
<TABLE>
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
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<S> <C> <C> <C> <C>
*23.4 Consent of Arthur Andersen LLP re:
Financial statements of UGI Utilities, Inc.
Savings Plan and AmeriGas Propane, Inc.
Savings Plan
*23.5 Consent of Coopers & Lybrand L.L.P. re:
Financial Statements of UGI Utilities, Inc.
Savings Plan
- -----------------------------------------------------------------------------------------------------------------
27 Financial Data Schedule
- -----------------------------------------------------------------------------------------------------------------
99 Cautionary Statements Affecting
Forward-looking Information
- -----------------------------------------------------------------------------------------------------------------
</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 1997 fiscal year, the Company filed a
Current Report on Form 8-K dated July 11, 1997, consisting of Items 4
and 7; and Amendment No. 1 on Form 8-K/A to the Current Report on
Form 8-K dated July 11, 1997, consisting of Items 4 and 7.
-9-
<PAGE> 63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned.
UGI CORPORATION
Date: March 26, 1998 By: /s/Charles L. Ladner
-------------------------
Charles L. Ladner
Senior Vice President - Finance
and Chief Financial Officer
-10-
<PAGE> 64
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Coopers & Lybrand L.L.P.
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated March 20, 1998, on our audits of the financial
statements and supplemental schedules of the AmeriGas Propane, Inc. Savings
Plan for the years ended September 30, 1997 and 1996 and the financial
statements and supplemental schedules of the UGI Utilities, Inc. Savings Plan
for the year ended September 30, 1997, 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, 1997, 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; Form S-8 Registration
Statement No. 333-22305 and Form S-8 Registration Statement No. 333-37093.
Arthur Andersen LLP
Chicago, Illinois
March 26, 1998
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
UGI Corporation on Form S-8 (File No. 33-47319), Form S-3 (File No. 33-78776),
Form S-8 (File No. 33-61722), Form S-8 (File No. 333-22305) and Form S-8 (File
No. 333-37093) of our report dated March 17, 1997 on our audit of the financial
statements of the UGI Utilities, Inc. Savings Plan as of and for the year ended
September 30, 1996, which report is included in this Amendment No. 1 on Form
10-K/A to UGI Corporation's Annual Report on Form 10-K for the year ended
September 30, 1997.
COOPERS & LYBRAND LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 26, 1998
