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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
APRIL 28, 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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ITEM 5. OTHER EVENTS
On April 28, 1999, the Registrant issued the attached news release
reporting earnings for the fiscal quarter ended March 31, 1999.
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 April 28, 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:
----------------------------------
Brendan P. Bovaird
Vice President and General Counsel
Date: May 4, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(99) News release dated April 28, 1999.
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Exhibit (99)
April 28, 1999
Immediate
Robert W. Krick, ext. 3141
UGI REPORTS 21 PERCENT HIGHER
SECOND QUARTER EARNINGS PER SHARE
VALLEY FORGE, PA., April 28, 1999 - UGI Corporation (NYSE: UGI), reported net
income per share increased 21 percent to $1.14 a share for the quarter ended
March 31, 1999 from $0.94 a share during the same period last year. Net income
for the second quarter of fiscal 1999 increased to $37,500,000 from $31,200,000
in 1998.
"I am pleased with the results we've achieved this quarter given that weather
remained significantly warmer than normal," said Lon R. Greenberg, UGI chairman
and chief executive officer. Greenberg noted that the increase in earnings was
primarily due to higher volumes across all of UGI's principal businesses
attributable in part to weather which was cooler than last year, excellent
management of unit margins in the propane business and tight expense control in
all business segments.
In UGI's propane unit, AmeriGas Partners, L.P. (NYSE: APU), retail propane
volumes increased during the quarter to 284.8 million gallons from 265.7 million
gallons in 1998 on weather that was 11% warmer than normal and 4% colder than
last year. Greenberg stated, "I am pleased with the degree to which our
performance improved given the significantly warmer than normal temperatures we
experienced this quarter." Operating expenses were up modestly. Pretax income
from propane operations for the quarter ended March 31, 1999 was $32,700,000
compared with $25,000,000 in the prior-year period.
Pretax income from Utilities was $38,700,000 for the quarter compared with
$31,500,000 last year. Weather in the Gas Utility service territory during the
quarter was 8% warmer than normal, but 21% colder than last year. The 12%
increase in throughput resulted in higher total margins from core market and
firm delivery service customers. Interruptible margins decreased for the
quarter, notwithstanding a slight increase in volumes, as a result of oil prices
declining relative to natural gas prices. In the Electric Utility, sales volumes
were up 8% on weather that was 5% warmer than normal but 18% colder than last
year. Margins improved over the same period last year due to lower power costs.
"I am delighted with the efforts of the employees of the Electric Utility to
secure low cost power and their ability to adapt to meet the challenges of the
new deregulated environment," said Greenberg. Operating expenses in both
utilities during the second quarter of fiscal 1999 were essentially unchanged
from the prior year.
Energy marketing pretax income for the quarter was $600,000 compared with
$900,000 for the same period last year. The decrease reflects higher operating
expenses related to growth initiatives.
--MORE--
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UGI REPORTS 21 PERCENT HIGHER PAGE 2
SECOND QUARTER EARNINGS PER SHARE
Corporate general and other activities incurred a pretax loss for the second
quarter of fiscal 1999 of $(4,800,000) compared with $(1,700,000) in the
prior-year period. The larger fiscal 1999 loss from corporate general and other
activities includes expenses related to the start-up of Hearth USA, the
company's retail hearth, spa, and gas grill products superstore and expenses
associated with UGI's previously announced proposed merger with Unisource
Worldwide, Inc. (NYSE: UWW). "Our merger with Unisource Worldwide is an
important step to provide long term value for UGI shareholders. I am
particularly grateful to our employees who continue to diligently serve our
customers as we pursue this major opportunity to expand our distribution
business," concluded Greenberg.
On March 1, UGI announced its intention to merge with Unisource Worldwide, the
largest marketer and distributor of printing and imaging papers and supply
systems in North America. UGI will exchange 0.566 shares of UGI common stock for
each share of Unisource Worldwide. Concurrently with its merger announcement,
UGI announced its intention to sell its utility and energy marketing
subsidiaries, reduce its annual dividend rate and repurchase shares of UGI
common stock.
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 Corporation is available on the World Wide
Web at http://www.ugicorp.com.
C-05 ### 4/28/99
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UGI CORPORATION
REPORT OF EARNINGS
(Millions, except per share)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Twelve Months Ended
March 31, March 31, March 31,
----------------------- ----------------------- ---------------------------
1999 1998 1999 1998 1999 1998
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Propane $ 304.9 $ 306.2 $ 542.7 $ 609.1 $ 848.0 $ 955.6
Utilities 167.7 152.3 280.5 287.8 415.0 441.6
Energy marketing 26.6 29.8 49.7 62.6 90.1 98.3
---------- ---------- ---------- ---------- ------------ ------------
Total revenues $ 499.2 $ 488.3 $ 872.9 $ 959.5 $ 1,353.1 $ 1,495.5
========== ========== ========== ========== ============ ============
Operating income (loss) (a):
Propane $ 72.3 $ 59.5 $ 107.0 $ 103.5 $ 91.4 $ 90.4
Gas utility 39.2 32.6 60.8 60.0 65.6 64.8
Electric utility 3.9 3.3 7.8 6.2 11.3 10.1
Energy marketing 0.6 0.9 1.2 1.4 1.8 2.0
Corporate general and other (4.7) (1.4) (6.5) (1.2) (10.2) (1.1)
Corporate expense elimination 2.7 2.8 5.2 5.4 10.5 11.7
---------- ---------- ---------- ---------- ------------ ------------
Total operating income 114.0 97.7 175.5 175.3 170.4 177.9
Interest expense:
Propane (16.4) (16.8) (33.0) (33.8) (65.3) (65.8)
Utilities (4.4) (4.4) (8.8) (8.7) (17.7) (16.9)
Other (0.1) (0.3) (0.3) (0.4) (0.6) (0.8)
---------- ---------- ---------- ---------- ------------ ------------
Total interest expense (20.9) (21.5) (42.1) (42.9) (83.6) (83.5)
Minority interest in AmeriGas Partners (23.2) (17.7) (30.6) (28.8) (10.7) (10.2)
---------- ---------- ---------- ---------- ------------ ------------
Income before income taxes and dividends
on UGI Utilities Series Preferred Stock 69.9 58.5 102.8 103.6 76.1 84.2
Income taxes (32.0) (26.6) (46.5) (46.2) (34.7) (37.0)
Dividends on UGI Utilities
Series Preferred Stock (0.4) (0.7) (0.8) (1.4) (1.6) (2.8)
---------- ---------- ---------- ---------- ------------ ------------
Net income $ 37.5 $ 31.2 $ 55.5 $ 56.0 $ 39.8 $ 44.4
========== ========== ========== ========== ============ ============
Earnings per share:
Basic $ 1.15 $ 0.95 $ 1.69 $ 1.70 $ 1.21 $ 1.35
========== ========== ========== ========== ============ ============
Diluted $ 1.14 $ 0.94 $ 1.69 $ 1.69 $ 1.21 $ 1.34
========== ========== ========== ========== ============ ============
Average common shares outstanding:
Basic 32.733 33.059 32.795 32.992 32.873 32.979
========== ========== ========== ========== ============ ============
Diluted 32.773 33.248 32.855 33.183 32.958 33.139
========== ========== ========== ========== ============ ============
Supplemental information:
Pre-tax income:
Propane (b) $ 32.7 $ 25.0 $ 43.4 $ 40.9 $ 15.4 $ 14.4
Utilities 38.7 31.5 59.8 57.5 59.2 58.0
Energy marketing 0.6 0.9 1.2 1.4 1.8 2.0
Corporate general and other (4.8) (1.7) (6.8) (1.6) (10.8) (1.9)
Corporate expense elimination 2.7 2.8 5.2 5.4 10.5 11.7
---------- ---------- ---------- ---------- ------------ ------------
Total pre-tax income $ 69.9 $ 58.5 $ 102.8 $ 103.6 $ 76.1 $ 84.2
========== ========== ========== ========== ============ ============
</TABLE>
(a) Segment amounts reflect the Company's adoption of SFAS 131,
"Disclosures about Segments of an Enterprise and Related Information."
Prior year amounts have been restated.
(b) Amounts are net of minority interest in AmeriGas Partners, L.P.
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UGI UTILITIES INC.
(a wholly owned subsidiary of UGI Corporation)
REPORT OF EARNINGS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Twelve Months Ended
March 31, March 31, March 31,
------------------- ------------------- -------------------
1999 1998 1999 1998 1999 1998
<S> <C> <C> <C> <C> <C> <C>
Revenues: $167,692 $152,333 $280,462 $287,797 $414,948 $441,547
======== ======== ======== ======== ======== ========
Income before income taxes $ 38,850 $ 31,765 $ 59,864 $ 57,773 $ 59,098 $ 58,239
======== ======== ======== ======== ======== ========
Net income $ 24,167 $ 19,999 $ 37,200 $ 36,207 $ 36,544 $ 35,970
Dividends on preferred stock 387 691 775 1,382 1,553 2,764
-------- -------- -------- -------- -------- --------
Net income after dividends
on preferred stock $ 23,780 $ 19,308 $ 36,425 $ 34,825 $ 34,991 $ 33,206
======== ======== ======== ======== ======== ========
</TABLE>
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