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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 2, 1999
(DATE OF REPORT)
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 1-11071 23-2668356
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
460 N. GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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UGI Corporation Form 8-K
Page 2 August 2, 1999
ITEM 5. OTHER EVENTS
On August 2, 1999, the Registrant issued the attached news release
announcing the commencement of the Registrant's previously announced self-tender
offer for up to 4.5 million shares of its Common Stock, approximately 14% of the
outstanding shares of the Registrant. The offer is being made through a modified
"Dutch auction" in which the Registrant's shareholders have the opportunity to
sell their shares to the Registrant at a price between $23.00 and $26.00 per
share. The offer will expire Friday, August 27, 1999 unless extended by the
Registrant.
The news release is included as an exhibit to this report and is
incorporated in this Item 5 by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99) News release dated August 2, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UGI CORPORATION
(REGISTRANT)
By: /s/ Brendan P. Bovaird
-----------------------
Brendan P. Bovaird
Vice President and General Counsel
Date: August 2, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(99) News release dated August 2, 1999
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EXHIBIT (99)
August 2, 1999 Immediate
Robert W. Krick, ext. 3141
UGI CORPORATION COMMENCES SELF-TENDER
FOR UP TO 4.5 MILLION SHARES OF COMMON STOCK
VALLEY FORGE, PA, August 2, 1999 - UGI Corporation (NYSE: UGI) today commenced
its previously announced self-tender offer for up to 4.5 million shares of its
common stock, approximately 14% of the outstanding shares of UGI. The offer is
being made through a modified "Dutch auction" in which UGI shareholders have the
opportunity to sell their shares to UGI at a price between $23.00 and $26.00 per
share. The offer will expire Friday, August 27, unless extended by UGI.
If the number of shares tendered is greater than the number sought, UGI will pay
the lowest price within the stated range that will allow it to buy 4.5 million
shares, with purchases made on a pro rata basis from shareholders tendering at
or below the purchase price. UGI generally will not prorate "odd lot" shares
tendered by any shareholder who tenders all such shares in the offer.
UGI's common stock closed at $20.94 on the New York Stock Exchange on July 27,
the last full trading day on the NYSE prior to the announcement of the offer.
Headquartered in Valley Forge, Pennsylvania, UGI is a holding company with
propane marketing, utility and energy marketing subsidiaries. Through
subsidiaries, UGI owns 58% of AmeriGas Partners, L.P., the nation's largest
retail propane marketer.
Comprehensive information about UGI is available on the World Wide Web at
HTTP://WWW.UGICORP.COM.
This news release is neither an offer to purchase nor a solicitation of offers
to sell common stock. The self-tender is being made only by means of an Offer to
Purchase and related documents, copies of which will be mailed to all
shareholders and filed with the Securities and Exchange Commission, and may also
be obtained from the information agent, ChaseMellon Shareholder Services L.L.C.
Banks and brokers should call 212-273-8083. All others should call toll free
1-800-953-2497. UGI has retained Donaldson, Lufkin & Jenrette Securities
Corporation to act as dealer manager for the self-tender.
C-10 ### 8/2/99
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