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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
UGI Corporation
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
902681105
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box /x/.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 902681105 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 104,700
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,691,200
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 104,700
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10 SHARED DISPOSITIVE POWER
2,865,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,970,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON*
PN and IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 902681105 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 104,700
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,691,200
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 104,700
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10 SHARED DISPOSITIVE POWER
2,865,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,970,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 902681105 Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of UGI
Corporation ("UGI"). The principal executive office of UGI is located
at 460 North Gulph Road, King of Prussia, PA 19406.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers
and controlling persons, and the information regarding them, are as
follows:
(a) The names of the persons filing this statement are Snyder
Capital Management, L.P. ("SCMLP") and Snyder Capital Management, Inc.
("SCMI") (collectively, the "Filers"). Persons enumerated in
Instruction C of Schedule 13D are Alan Barry Snyder ("Snyder"), Walter
Niemasik, Jr. ("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"),
Robert John Stanton ("Stanton"), Steven James Block ("Block"), Peter
Stuart Voss ("Voss"), Susan Roberta Katz-Snyder ("Katz-Snyder") and
Sherry Ann Umberfield ("Umberfield") (collectively, with the Filers,
the "Named Persons").
SCMI is the sole general partner of SCMLP. Both SCMLP and SCMI
are wholly owned by Nvest Companies, L.P. ("Nvest Companies"), a
limited partnership affiliated with Nvest, L.P., a publicly traded
limited partnership. The general partner of Nvest, L.P. and the
managing general partner of Nvest Companies is an indirect, wholly
owned subsidiary of Metropolitan Life Insurance Company ("MetLife").
As of June 30, 1998, MetLife beneficially owned all of the general
partner interests in Nvest Companies and Nvest, L.P. and, in the
aggregate, general partner and limited partner interests of Nvest
Companies and Nvest, L.P. representing approximately 47% of the
economic interests in the business of Nvest Companies.
SCMI and Nvest Companies operate under an understanding that all
investment and voting decisions regarding advisory accounts managed by
SCMLP are to be made by SCMI and SCMLP and not by Nvest Companies or
any entity controlling Nvest Companies. Accordingly, SCMI and SCMLP do
not consider Nvest Companies or any entity controlling Nvest Companies
to have any direct or indirect control over the securities held in
managed accounts.
(b) The business address of SCMLP, SCMI, Snyder, Niemasik,
Murtaugh, Stanton, Block and Katz-Snyder is 350 California Street, San
Francisco, CA 94104. The business address of Voss, Umberfield, Nvest
Companies and Nvest, L.P. is 399 Boylston Street, Boston, MA 02116.
The business address of MetLife is One Madison Avenue, New York, New
York 10010.
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SCHEDULE 13D
CUSIP No. 902681105 Page 5 of 9 Pages
(c) SCMLP is an investment adviser registered under the
Investment Advisers Act of 1940. SCMI is the sole general partner of
SCMLP. Snyder is the President of SCMI. Niemasik, Murtaugh, Stanton
and Block are the Vice Presidents of SCMI. Snyder, Niemasik, Voss,
Katz-Snyder and Umberfield are the directors of SCMI. Voss and
Umberfield are also the President and Executive Vice President,
respectively, of Nvest Companies.
(d) During the last five years, none of the Named Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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SCHEDULE 13D
CUSIP No. 902681105 Page 6 of 9 Pages
(e) During the last five years, none of the Named Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) SCMLP is a Delaware limited partnership. SCMI is a Delaware
corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-
Snyder and Umberfield are all citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
SCMLP Funds Under Management $64,719,488.62
ITEM 4. PURPOSE OF TRANSACTION.
SCMLP acquired the Stock on behalf of its advisory clients for the
purpose of investment. None of the Filers has any present plans or
intentions to acquire or dispose of any securities of the Issuer other
than on behalf of SCMLP's advisory clients for the purpose of
investment.
SCMLP has reviewed publicly available information on the recently
announced merger between the Issuer and Unisource Worldwide (the
"Merger"). SCMLP does not intend to make a final decision about the
Merger until it has reviewed the proxy statement to be filed by the
Issuer with the Securities and Exchange Commission, but based on
currently available information, SCMLP believes that the Merger is not
likely to be in the best interests of the Issuer or its stockholders.
SCMLP believes that the Stock is undervalued and that the Merger would
have further adverse effects on the value of the Stock. In addition,
SCMLP is not aware of any benefit to the Issuer in consummating the
Merger, given that Unisource is in a different business from the Issuer
and appears to need restructuring and financing for its operations.
SCMLP intends to communicate, or has communicated, with the Issuer's
Board of Directors and other stockholders to discuss these issues.
These communications will focus, or have focused, on enhancing
stockholder value.
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SCHEDULE 13D
CUSIP No. 902681105 Page 7 of 9 Pages
ITEM 4. PURPOSE OF TRANSACTION (continued).
SCMLP may purchase at any time or times on behalf of its advisory
clients additional shares of the Stock or other securities of the
Issuer. SCMLP may at any time or times cause its advisory clients to
dispose of any or all securities of the Issuer in any lawful manner.
SCMLP's advisory clients reserve all of their rights as stockholders of
the Issuer and may exercise those rights in any manner that they or
SCMLP consider to be in the interests of such clients.
Other than as described above, none of the Filers has any present plans
or proposals that relate to, or would result in, any of the
transactions or events described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
To the knowledge of the Filers, the beneficial ownership of the Stock
by the Named Persons in Item 2 of this statement is as follows at the
date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
SCMLP 2,970,400 9.0% 104,700 2,691,200 104,700 2,865,700
SCMI 2,970,400 9.0% 104,700 2,691,200 104,700 2,865,700
Snyder -0- 0% -0- -0- -0- -0-
Niemasik -0- 0% -0- -0- -0- -0-
Murtaugh -0- 0% -0- -0- -0- -0-
Stanton -0- 0% -0- -0- -0- -0-
Block -0- 0% -0- -0- -0- -0-
Voss -0- 0% -0- -0- -0- -0-
Katz-Snyder -0- 0% -0- -0- -0- -0-
Umberfield -0- 0% -0- -0- -0- -0-
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SCHEDULE 13D
CUSIP No. 902681105 Page 8 of 9 Pages
The persons filing this statement effected the following transactions
in the Stock on the dates indicated, and such transactions are the only
transactions by the persons filing this statement in the Stock since
January 8, 1999:
Purchase Number Price
Name or Sale Date of Shares Per Share
SCMLP P 1/8/99 21,500 $23.08
SCMLP P 1/11/99 41,000 $23.30
SCMLP P 1/12/99 51,500 $22.80
SCMLP P 1/13/99 40,700 $22.43
SCMLP P 1/14/99 48,700 $22.47
SCMLP P 1/14/99 1,300 $22.50
SCMLP P 1/15/99 20,400 $22.40
SCMLP P 1/19/99 25,900 $22.35
SCMLP P 1/20/99 20,900 $22.20
SCMLP P 1/21/99 6,900 $22.13
SCMLP P 1/22/99 11,600 $22.31
SCMLP P 1/25/99 1,700 $21.94
SCMLP P 1/25/99 10,000 $22.11
SCMLP P 1/25/99 8,500 $22.06
SCMLP P 1/26/99 31,400 $22.08
SCMLP P 1/27/99 33,500 $21.96
SCMLP P 1/28/99 53,600 $21.50
SCMLP P 1/29/99 10,800 $22.00
SCMLP P 2/2/99 7,000 $21.98
SCMLP S 2/17/99 300 $20.02
SCMLP P 3/1/99 80,800 $15.44
SCMLP P 3/2/99 301,400 $16.48
SCMLP P 3/3/99 56,100 $17.34
SCMLP P 3/3/99 91,900 $17.02
SCMLP P 3/4/99 36,800 $17.50
SCMLP P 3/9/99 52,400 $17.00
All transactions were executed through the New York Stock Exchange.
SCMLP is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Stock. No individual client's holdings
of the Stock are more than five percent of the class.
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SCHEDULE 13D
CUSIP No. 902681105 Page 9 of 9 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
SCMLP is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the various securities in which their assets
are invested, including the Stock. Depending on SCMLP's agreements
with each advisory client, the client may have no right, a shared right
or an exclusive right to direct the voting of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: March 10, 1999
SNYDER CAPITAL MANAGEMENT, L.P.
By: Snyder Capital Management, Inc.
General Partner
By: /s/ Steven J. Block
Steven J. Block, Vice President
SNYDER CAPITAL MANAGEMENT, INC.
By: /s/ Steven J. Block
Steven J. Block, Vice President
CSR\3321\002\1032739.01
