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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
UGI Corporation
(Name of issuer and person filing statement)
Common Stock, no par value
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(Title of class of securities)
902681105
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(CUSIP number of class of securities)
Brendan P. Bovaird, Esq.
Vice President, General Counsel and Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, Pennsylvania 19406
Telephone: (610) 337-1000
----------------
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
Copies to:
Stephen M. Besen, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
August 2, 1999
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(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$117,000,000.00 $23,400.00
* Determined pursuant to Rule 0-11(b)(1). Assumes purchase of 4,500,000 shares
at $26.00 per share.
[_Check]box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
</TABLE>
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<PAGE>
TENDER OFFER
This Tender Offer Statement on Schedule 13E-4 is filed by UGI Corporation, a
Pennsylvania corporation (the "Company"), and relates to the offer by the
Company to purchase up to 4,500,000 outstanding shares of the common stock, no
par value, of the Company (the "Common Stock"), including the associated
rights to purchase shares of Series A Junior Participating Preference Stock
pursuant to the Rights Agreement, dated as of April 29, 1986, between the
Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights
Agent, as amended (collectively with the Common Stock, the "Shares"), at a
price specified by its shareholders, not greater than $26.00 nor less than
$23.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 2, 1999 (the "Offer
to Purchase"), and related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively.
Item 1. Security and Issuer.
(a) The name of the issuer is UGI Corporation, a Pennsylvania corporation,
which has its principal executive offices at 460 North Gulph Road, King of
Prussia, Pennsylvania 19406.
(b) The information set forth in the Introduction to, and in Sections 1, 8
and 11 of, the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Introduction to and in Section 7 of the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a)-(j) The information set forth in the Introduction to, in the section
entitled "Background and Purpose of the Offer" and in Sections 8 and 10 of the
Offer to Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth in Sections 8 and 11 of the Offer to Purchase, and
the information set forth in Schedule A thereto, is incorporated herein by
reference.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
The information set forth in the Introduction to, and in Sections 8 and 11
of, the Offer to Purchase is incorporated herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
Item 7. Financial Information.
(a)-(b) The financial information set forth in Section 10 of the Offer to
Purchase, the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 and the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 is incorporated herein by reference.
<PAGE>
Item 8. Additional Information.
(a) Not applicable.
(b) The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 9. Material to be Filed as Exhibits.
(a)(1)Offer to Purchase, dated August 2, 1999.
(a)(2)Letter of Transmittal.
(a)(3)Notice of Guaranteed Delivery.
(a)(4)Letter to brokers, dealers, commercial banks, trust companies and
other nominees, dated August 2, 1999.
(a)(5)Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees, dated August 2, 1999.
(a)(6)Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7)Letter to participants in the UGI Utilities, Inc. Savings Plan or the
AmeriGas Propane, Inc. Savings Plan with all or a portion of their
account invested in the UGI Common Stock Fund from the Fidelity
Management Trust Company, dated August 2, 1999.
(a)(8)Form of Summary Advertisement, dated August 2, 1999.
(a)(9)Press Release, dated August 2, 1999, of the Company.
(b)Not applicable.
(c)Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
UGI Corporation
/s/ Michael J. Cuzzolina
By: _________________________________
Name: Michael J. Cuzzolina
Title:Vice President--Finance and
Accounting
Dated: August 2, 1999
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EXHIBIT INDEX
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Exhibit
Number Description Page
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(a)(1) Offer to Purchase, dated August 2, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to brokers, dealers, commercial banks, trust companies
and other nominees,
dated August 2, 1999.
(a)(5) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees, dated August 2,
1999.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Letter to participants in the UGI Utilities, Inc. Savings Plan
or the AmeriGas Propane, Inc. Savings Plan with all or a
portion of their account invested in the UGI Common Stock Fund
from the Fidelity Management Trust Company, dated August 2,
1999.
(a)(8) Form of Summary Advertisement, dated August 2, 1999.
(a)(9) Press Release, dated August 2, 1999, of the Company.
</TABLE>
<PAGE>
Exhibit (a)(1)
Offer to Purchase for Cash
by
UGI Corporation
Up to 4,500,000 Shares of its Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
At a Purchase Price Not Greater than $26.00 Nor Less than $23.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 27,
1999, UNLESS THE OFFER IS EXTENDED.
UGI Corporation, a Pennsylvania corporation (the "Company"), invites its
shareholders to tender shares of its common stock, no par value (the "Common
Stock"), including the associated rights to purchase shares of Series A Junior
Participating Preference Stock pursuant to the Rights Agreement, dated as of
April 29, 1986, between the Company and Mellon Bank, N.A., successor to Mellon
Bank (East) N.A., as Rights Agent, as amended (collectively with the Common
Stock, the "Shares"), at prices specified by such shareholders, not greater
than $26.00 nor less than $23.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth herein and in the related
Letter of Transmittal (which together constitute the "Offer"). The Company
will determine a single per Share price (not greater than $26.00 nor less than
$23.00 per Share) that it will pay for the Shares validly tendered pursuant to
the Offer (the "Purchase Price"), taking into account the number of Shares so
tendered and the prices specified by tendering shareholders. The Company will
select the Purchase Price that will allow it to purchase 4,500,000 Shares (or
such lesser number as are validly tendered at prices not greater than $26.00
nor less than $23.00 per Share) pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, including the provisions thereof
relating to proration and "odd lot" tenders, the Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn.
While the Board of Directors believes that the Shares represent an
attractive investment for its continuing shareholders, the purpose of the
Offer is to allow those shareholders desiring additional liquidity to receive
cash for a portion of their Shares. See "Background and Purpose of the Offer."
The Shares are listed and principally traded on the New York Stock Exchange,
Inc. (the "NYSE"). The Shares are also listed and traded on the Philadelphia
Stock Exchange. On July 27, 1999, the last full day of trading prior to the
announcement of the Offer, the closing sales price of the Shares on the NYSE
as reported on the Composite Tape was $20.938 per Share. On July 30, 1999, the
last full day of trading prior to the commencement of the Offer, the closing
sales price of the Shares on the NYSE as reported on the Composite Tape was
$23.75 per share. Shareholders are urged to obtain a current market quotation
for the Shares.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER WHETHER TO TENDER ANY OR ALL SHARES. THE COMPANY HAS BEEN
ADVISED THAT ITS DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER
TO TENDER THEIR SHARES PURSUANT TO THE OFFER. SHAREHOLDERS MUST MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
SHARES PURCHASED PURSUANT TO THE OFFER WILL NOT RECEIVE THE $0.375 REGULAR
QUARTERLY CASH DIVIDEND PAYABLE ON OCTOBER 1, 1999 TO HOLDERS OF RECORD ON
SEPTEMBER 17, 1999.
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
August 2, 1999
<PAGE>
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IMPORTANT
----------------
Any shareholder desiring to accept the Offer should either (1) request his
or her broker, dealer, commercial bank, trust company or nominee to effect the
transaction for him or her or (2) complete the Letter of Transmittal or a
facsimile thereof, sign it in the place required, have his or her signature
thereon guaranteed if required by the Letter of Transmittal and forward it and
any other required documents to ChaseMellon Shareholder Services, L.L.C. (the
"Depositary"), and either deliver the certificates for the Shares being
tendered to the Depositary along with the Letter of Transmittal or tender such
Shares pursuant to the procedure for book-entry transfer set forth in Section
3 hereof. Shareholders having Shares registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
person if they desire to tender their Shares. Shareholders who wish to tender
Shares and whose certificates for such Shares are not immediately available
should tender such Shares by following the procedures for guaranteed delivery
set forth in Section 3 hereof. Shareholders must complete the section in the
Letter of Transmittal relating to the price at which they are tendering Shares
in order to validly tender Shares.
Participants in the UGI Utilities, Inc. Savings Plan or the AmeriGas
Propane, Inc. Savings Plan wishing to tender Shares to the Company should not
complete the Letter of Transmittal. Rather, they should refer to the
additional materials mailed to such participants.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery may
be directed to ChaseMellon Shareholder Services, L.L.C. in its capacity as the
Information Agent (the "Information Agent") or Donaldson, Lufkin & Jenrette
Securities Corporation (the "Dealer Manager") at the addresses and telephone
numbers set forth on the back cover of this Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
<PAGE>
TABLE OF CONTENTS
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Page
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INTRODUCTION............................................................. 1
BACKGROUND AND PURPOSE OF THE OFFER...................................... 2
Background to the Offer............................................... 2
Purpose of the Offer.................................................. 2
Recent Developments................................................... 2
SAFE HARBOR STATEMENT.................................................... 5
THE OFFER................................................................ 6
1. Number of Shares; Proration; Extension of Offer..................... 6
2. Tenders by Holders of Fewer Than 100 Shares......................... 7
3. Procedure for Tendering Shares...................................... 7
4. Withdrawal Rights................................................... 11
5. Acceptance for Payment of Shares and Payment of Purchase Price...... 11
6. Certain Conditions of the Offer..................................... 12
7. Price Range of Shares; Cash Dividends............................... 14
8. Certain Effects of the Offer........................................ 14
9. Source and Amount of Funds.......................................... 15
10. Certain Information Concerning the Company.......................... 15
11. Transactions and Agreements Concerning the Shares................... 21
12. Regulatory Approvals................................................ 21
13. Certain Federal Income Tax Consequences............................. 21
14. Extension of Tender Period; Termination; Amendments................. 22
15. Fees................................................................ 23
16. Miscellaneous....................................................... 24
Schedule A--Transactions Concerning the Shares of UGI Corporation
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To the Holders of Common Stock of
UGI Corporation:
INTRODUCTION
UGI Corporation, a Pennsylvania corporation (the "Company"), invites its
shareholders to tender shares of its common stock, no par value (the "Common
Stock"), including the associated rights to purchase shares of Series A Junior
Participating Preference Stock pursuant to the Rights Agreement, dated as of
April 29, 1986, between the Company and Mellon Bank, N.A., successor to Mellon
Bank (East) N.A., as Rights Agent, as amended (collectively with the Common
Stock, the "Shares"), at prices specified by such shareholders, not greater
than $26.00 nor less than $23.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth herein and in the related
Letter of Transmittal (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than $26.00
nor less than $23.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
buy 4,500,000 Shares (or such lesser number as are validly tendered at prices
not greater than $26.00 nor less than $23.00 per Share) pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, including the
provisions relating to proration and "odd lot" tenders described below, the
Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn prior to the Expiration Date (as hereinafter
defined). The Purchase Price will be paid net to the seller in cash with
respect to all Shares purchased. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration will be returned.
Shareholders must complete the section of the Letter of Transmittal relating
to the price at which they are tendering Shares in order to validly tender
Shares.
Tendering shareholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company.
The Company will pay all charges and expenses of the Dealer Manager, the
Depositary and the Information Agent incurred in connection with the Offer.
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
Neither the Company nor the Board of Directors makes any recommendation to
any shareholder whether to tender some or all Shares. The Company has been
advised that its directors and executive officers have not determined whether
to tender their Shares pursuant to the Offer. Shareholders must make their own
decisions whether to tender Shares and, if so, how many Shares to tender.
As of July 27, 1999, the Company had issued and outstanding 31,740,504
Shares. In addition, as of such date, an aggregate of approximately 1,238,561
Shares were issuable upon exercise of stock options. The 4,500,000 Shares that
the Company is offering to purchase represent approximately 14% of the Shares
then outstanding and approximately 14% of the fully diluted Shares outstanding
as of such date. The Shares are listed and principally traded on the New York
Stock Exchange, Inc. (the "NYSE"). They are also listed and traded on the
Philadelphia Stock Exchange. On July 27, 1999, the last full day of trading
prior to the announcement of the Offer, the closing price of the Shares on the
NYSE as reported on the Composite Tape was $20.938 per Share. On July 30,
1999, the last full day of trading prior to commencement of the Offer, the
closing price of the Shares on the NYSE as reported on the Composite Tape was
$23.75 per Share. See Section 7. Shareholders are urged to obtain a current
market quotation for the Shares.
On July 28, 1999, the Company announced an increase in its regular quarterly
cash dividend from $0.365 per Share to $0.375 per Share. Such dividend is
payable on October 1, 1999 to holders of record as of September 17, 1999. The
dividend will not be payable with respect to Shares purchased pursuant to the
Offer.
1
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BACKGROUND AND PURPOSE OF THE OFFER
Background to the Offer
In March and April 1999, the Company repurchased approximately 1.4 million
Shares as part of a 6.6 million Share repurchase program announced on March 1,
1999. Over the past several months, the Board of Directors of the Company has
continued to review the Company's long-term strategy and means for increasing
shareholder value and liquidity. While the Board of Directors continues to
believe Shares represent an attractive investment for its continuing
shareholders, they consider a significant Share repurchase to be a valuable
opportunity for shareholders seeking additional liquidity. Further, the
Company has a significant amount of cash, and a Share repurchase program would
enable the Company to utilize that cash in a manner beneficial to
shareholders. In addition, the Company believes the repurchase of Shares
pursuant to the Offer will significantly reduce the number of outstanding
Shares, which may increase the future earnings per Share of the Company and
add to the long-term market value of the remaining Shares. As a result, the
Company decided to engage in a modified "Dutch auction" tender offer for its
Shares as a way to utilize its cash in a manner beneficial to shareholders.
In connection with the goal of increasing shareholder value, on July 27,
1999 the Board of Directors approved an increase in the quarterly dividend
paid on the Company's Shares of approximately 2.7 percent, to $0.375 from
$0.365, with the annual dividend rate rising to $1.50 from $1.46.
Purpose of the Offer
The Offer provides shareholders with an opportunity to increase their
liquidity by tendering a portion of their Shares to the Company at a premium
over recent market prices for Shares. Additionally, the Company expects the
Offer to increase the long-term market value of its Shares. The Offer also
enables the Company to utilize its cash in a manner that directly benefits
shareholders.
Recent Developments
On July 28, 1999, the Company issued the following press release:
Valley Forge, PA--July 28--UGI Corporation (NYSE:UGI), announced
today several strategic and financial initiatives designed to increase
shareholder value and position the Company for future growth. The
decision to pursue these initiatives follows completion of the
previously reported review by UGI's management and board of directors
of alternative strategies to meet its growth objectives and maximize
value for shareholders.
These initiatives are designed to reconfirm UGI's long-standing goal
of providing superior shareholder returns by reinforcing its
commitment to improved earnings and dividend growth. The Company will
focus its efforts on growing its AmeriGas propane distribution
business as well as its existing natural gas and electric businesses,
while it actively seeks out related and complementary business
activities designed to supplement earnings growth.
The initiatives include:
. A 2.7 percent increase in UGI's common stock dividend to an
annual rate of $1.50 from $1.46;
. A repurchase of approximately 14 percent of outstanding shares
of common stock using cash on hand; and
. A focus on long term value creation through growth of UGI's
existing propane, natural gas and electric businesses, and, in
addition, accelerated growth in related and complementary
businesses.
2
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Lon R. Greenberg, chairman, president and chief executive officer,
said, "We are pleased to announce these initiatives today which we
firmly believe will deliver value to our shareholders in the near and
long term. Our renewed focus on our core businesses and related growth
opportunities--combined with the effect of reducing the number of
shares of common stock outstanding as a result of our share
repurchase--will position us to achieve compound annual earnings per
share growth rates of 6 percent to 10 percent over the next five
years. We expect our higher earnings level and growth rates to support
our current intention to increase the dividend on our common stock at
a rate of approximately three percent annually for the foreseeable
future."
Dividend Increase and Stock Repurchase
As a tangible sign of its confidence in the Company's future, the
board of directors has increased the dividend on UGI's common stock by
approximately 2.7 percent. The quarterly dividend will increase to
$.375 from $.365, with the annual dividend rate rising to $1.50 from
$1.46.
According to Anthony J. Mendicino, vice president and chief
financial officer, "The Company is targeting a dividend payout ratio
of 50 percent to 70 percent. We believe this ratio is appropriate
given our current and expected business mix. We are confident that
under normal weather conditions, the payout ratio should approach the
high end of that range in the near term. As we achieve our earnings
objectives, our payout ratio should fall even as we continue to
increase the dividend."
UGI intends to commence a "Dutch auction" self-tender to repurchase
up to 4.5 million common shares, or 14.2 percent of its outstanding
shares. The Company expects the offer to commence on Monday, August 2,
1999 and expire on August 27, 1999. Shareholders will have the
opportunity to tender all or a portion of their shares to UGI at a
price not less than $23.00 and not more than $26.00 per share. The
repurchase will be financed from cash balances existing at the parent
holding company and will not affect the capital structures of UGI
Utilities or AmeriGas Partners, L.P. (NYSE: APU). UGI had previously
repurchased 1.4 million shares as part of an open market repurchase
program announced on March 1. As of June 30, there were 31.7 million
common shares outstanding.
Strategic Direction
Following a comprehensive study, UGI intends to refocus its
strategic direction on growing its existing natural gas, electric and
propane businesses while it actively seeks additional related and
complementary growth opportunities. Greenberg noted, "Today's
announcement is intended to clarify our future strategic direction. We
believe that we can achieve our earnings and dividend growth
objectives by following this focused direction. It is a course of
action that is consistent with providing excellent total returns."
Greenberg added, "The actions we are taking are in the best
interests of all of our shareholders. There are occasions when the
value of the whole exceeds that of the sum of the parts. Our
examination has caused us to conclude that UGI represents such an
instance." The Company indicated that it has terminated its previously
announced intention to sell its utility businesses.
"We have decided to retain our natural gas and electric businesses
and to manage them for maximum return to our shareholders, customers
and employees," stated Greenberg. "Given their excellent performance
over the years, the predictability of their earnings and their
acceptable growth prospects, they will serve the role of providing a
strong foundation upon which to further grow our earnings. We
anticipate that these businesses will be contributors to our overall
earnings growth as well."
Greenberg noted that the electric utility business was deregulated
in Pennsylvania during 1998. In addition, Pennsylvania recently
enacted legislation which also deregulates the gas utility business.
3
<PAGE>
With the uncertainty associated with deregulation largely behind it,
UGI's gas and electric businesses can focus on growth opportunities
which are being spawned by deregulation.
"We believe the inherent growth rates in our gas and electric
businesses, together with our ability to move quickly to capture new
opportunities, will position us for strong performance over the
foreseeable future," continued Greenberg. "At the same time, we
believe there is an opportunity to initiate programs to improve our
productivity and thereby control our costs as we move forward."
AmeriGas is pursuing strategies to exploit its large, national
footprint where the company has a competitive advantage. The Company
expects to achieve economies of scale in national accounts, alliance
marketing and consolidated national purchasing. "AmeriGas has always
been a source of strong cash flow," Greenberg stated. "Now it is
poised to play a larger role in contributing to earnings growth as
well." He noted that AmeriGas has invested over $10 million so far
this year on growth initiatives and productivity improvements. "The
employees of AmeriGas are finding ways to differentiate us in the
marketplace with continual process innovation and new market
initiatives such as our PPX pre-filled propane cylinder exchange
program," said Greenberg. "We expect to improve performance further by
utilizing our new customer profitability system which allows us to
segment customers and pursue those with the best profit potential."
The Company will accelerate its growth in related and complementary
businesses using its national scope, its extensive asset base and its
access to over 1.3 million customers. "While international propane
investments, including acquisitions in growth areas, will continue, we
will actively seek additional investments domestically to supplement
that growth as well," continued Greenberg. "Our retail hearth product
superstore investment, Hearth USA, is just one example. Within three
to five years, we expect new businesses to contribute 20 percent of
earnings," stated Greenberg.
"In summary, we see excellent business development opportunities
before us and we have an outstanding workforce committed to seizing
them. We expect our efforts to result in sustained increases in
shareholder value," concluded Greenberg.
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. UGI has retained
Donaldson, Lufkin & Jenrette Securities Corporation to act as dealer
manager for the self-tender.
Statements in this release concerning expectations for the future
are "forward-looking statements" within the meaning of the federal
securities laws. UGI's actual future performance will be affected by a
number of factors, risks and uncertainties. Important factors that
could cause actual results to differ materially from those in the
forward-looking statements in this release include weather conditions,
the timing and extent of changes in commodity prices for crude oil,
propane, natural gas, electricity and interest rates, the timing and
success of UGI's efforts to develop new business opportunities,
political, regulatory and economic conditions in foreign countries and
other factors discussed in UGI's 1998 Annual Report on Form 10-K filed
with the Commission which we incorporate by reference. UGI undertakes
no obligation to publicly release any revision to these forward-
looking statements to reflect events or circumstances after the date
of this release.
* * * * *
4
<PAGE>
SAFE HARBOR STATEMENT
Statements in this Offer to Purchase, the related Letter of Transmittal and
other related documents concerning expectations for the future are "forward-
looking statements" within the meaning of the federal securities laws. The
Company's actual future performance will be affected by a number of factors,
risks and uncertainties. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include weather
conditions, the timing and extent of changes in commodity prices for crude
oil, propane, natural gas, electricity and interest rates, the timing and
success of the Company's efforts to develop new business opportunities,
political, regulatory and economic conditions in foreign countries and other
factors discussed in the Company's Annual Report on Form 10-K, as amended, for
the year ended September 30, 1998 (the "Company's 1998 Annual Report") which
is incorporated herein by reference. The Company undertakes no obligation to
publicly release any revision to these forward-looking statements to reflect
events or circumstances after the date of this release.
5
<PAGE>
THE OFFER
1. Number of Shares; Proration; Extension of Offer.
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 4,500,000 Shares (or
such greater number of Shares as the Company, in its sole discretion, may
elect to purchase pursuant to the Offer) that are validly tendered and not
withdrawn prior to the Expiration Date at a price (determined in the manner
set forth below) not greater than $26.00 nor less than $23.00 per Share. The
later of 12:00 midnight, New York City time, on Friday, August 27, 1999, or
the latest time and date to which the Offer is extended, is referred to herein
as the "Expiration Date." For a description of the Company's right to extend
the period of time during which the offer is open or to delay, terminate or
amend the offer, see Section 14. Only Shares validly tendered and not
withdrawn prior to the Expiration Date will be eligible for purchase. If the
Offer is oversubscribed as described below, only Shares validly tendered at or
below the Purchase Price prior to the Expiration Date will be eligible for
proration.
The Company will determine the Purchase Price taking into account the number
of Shares so tendered and the prices specified by tendering shareholders. The
Company will select the lowest Purchase Price within the stated range that
will allow it to purchase 4,500,000 Shares (or such lesser number as are
validly tendered at prices not greater than $26.00 nor less than $23.00 per
Share) pursuant to the Offer. The Offer is not conditioned upon any minimum
number of Shares being tendered. The Offer is, however, subject to certain
other conditions. See Section 6. The Company reserves the right to purchase
more than 4,500,000 Shares pursuant to the Offer, but does not currently plan
to do so.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder who wishes to tender Shares must specify the price (not greater
than $26.00 nor less than $23.00 per Share) at which such shareholder is
willing to have the Company purchase such Shares. As promptly as practicable
following the Expiration Date, the Company will determine the Purchase Price
(not greater than $26.00 nor less than $23.00 per Share) that it will pay for
Shares validly tendered pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering shareholders. All
Shares purchased pursuant to the Offer will be purchased at the Purchase
Price. All Shares not purchased pursuant to the Offer, including Shares
tendered at prices greater than the Purchase Price and Shares not purchased
because of proration, will be returned to the tendering shareholders at the
Company's expense as promptly as practicable following the Expiration Date.
If not more than 4,500,000 Shares (or such greater number of Shares as the
Company, in its sole discretion, may elect to purchase pursuant to the Offer)
are validly tendered and not withdrawn prior to the Expiration Date, the
Company will purchase all such Shares.
If more than 4,500,000 Shares (or such greater number of Shares as the
Company, in its sole discretion, may elect to purchase pursuant to the Offer)
have been validly tendered and not withdrawn prior to the Expiration Date, the
Company will purchase up to a maximum of 4,500,000 Shares (or any such greater
number designated by the Company), upon the terms and subject to the
conditions of the Offer, in the following order of priority:
(a) all Shares validly tendered and not withdrawn prior to the Expiration
Date by any shareholder who owned beneficially an aggregate of fewer than
100 Shares as of the close of business on July 27, 1999 and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery (see
Section 2); and
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
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The Company does not expect that it will be able to announce the final
proration factor or to commence payment for any Shares purchased pursuant to
the Offer until approximately five NYSE trading days after the Expiration
Date, if proration of tendered Shares is required, because of the difficulty
in determining the number of Shares validly tendered (including Shares
tendered pursuant to the guaranteed delivery procedure described in Section 3)
and not withdrawn prior to the Expiration Date and as a result of the "odd
lot" procedure described in Section 2. Preliminary results of proration will
be announced by press release as promptly as practicable after the Expiration
Date. Holders of Shares may obtain such preliminary information from the
Dealer Manager or the Information Agent and may also be able to obtain such
information from their brokers.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
See Section 14. There can be no assurance, however, that the Company will
exercise its right to extend the Offer. If the Company decides, in its sole
discretion, to increase (except for any increase not in excess of 2% of the
outstanding Shares) or decrease the number of Shares being sought or to
increase or decrease the consideration offered in the Offer to holders of
Shares and, at the time that notice of such increase or decrease is first
published, sent or given to holders of Shares in the manner specified below,
the Offer is scheduled to expire at any time earlier than the tenth business
day from the date that such notice is first so published, sent or given, the
Offer will be extended until the expiration of such ten-business-day period.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
2. Tenders by Holders of Fewer Than 100 Shares.
All Shares validly tendered at or below the Purchase Price and not withdrawn
by or on behalf of persons who beneficially owned an aggregate of fewer than
100 Shares as of the close of business on July 27, 1999 will be accepted
before proration, if any, of the purchase of other tendered Shares. See
Section 1. Partial tenders will not qualify for this preference, nor is it
available to beneficial holders of 100 or more Shares, even if such holders
have separate stock certificates for fewer than 100 Shares. By accepting the
Offer, a shareholder owning beneficially fewer than 100 Shares will avoid the
payment of brokerage commissions and any applicable odd lot discount payable
on a sale of Shares in a transaction effected on a securities exchange.
As of July 27, 1999, approximately 156,447 Shares were held of record by
holders holding fewer than 100 Shares each. Because of the large number of
Shares held in the names of brokers and nominees, the Company is unable to
estimate the number of beneficial owners of fewer than 100 Shares or the
aggregate number of Shares they own. Any shareholder wishing to tender all of
his or her Shares pursuant to this Section should complete the box captioned
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery.
3. Procedure for Tendering Shares.
Proper Tender of Shares. To tender Shares pursuant to the Offer, either (a)
deliver to the Depositary a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by the
Letter of Transmittal at one of its addresses set forth on the back cover of
this Offer to Purchase and either (i) deliver to the Depositary certificates
for the Shares to be tendered at one of such addresses or (ii) deliver such
Shares pursuant to the procedures for book-entry transfer described below (a
confirmation of such delivery must be received by the Depositary, including an
Agent's Message (as defined below) if the tendering shareholder has not
delivered a Letter of Transmittal), in each case by the Expiration Date, or
(b) the guaranteed delivery procedure described below must be complied with.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility (as hereinafter defined) to and received by the Depositary
and forming a part of a book-entry confirmation, which states that such Book-
Entry Transfer Facility has received an
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express acknowledgment from the participant in such Book-Entry Transfer
Facility tendering the Shares which are the subject of such book-entry
confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.
Notwithstanding any other provisions hereof, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility, as defined below), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, or an Agent's Message in connection with
book-entry delivery, and any other documents required by the Letter of
Transmittal.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO
TENDER SHARES PURSUANT TO THE OFFER, A SHAREHOLDER MUST EITHER (A) CHECK THE
BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT
PRICE DETERMINED BY MODIFIED DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN
THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED BY SHAREHOLDER."
A SHAREHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT HIS OR HER SHARES WILL
BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON THE
RELEVANT LETTER OF TRANSMITTAL MARKED, "SHARES TENDERED AT PRICE DETERMINED BY
MODIFIED DUTCH AUCTION." NOTE THAT THIS ELECTION COULD RESULT IN SUCH
SHAREHOLDER'S SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $23.00 PER SHARE.
A SHAREHOLDER WHO WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $0.125)
AT WHICH SUCH SHAREHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER
THE SECTION CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER" ON
THE LETTER OF TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED." A SHAREHOLDER WHO WISHES TO TENDER SHARES
AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH
PRICE AT WHICH SUCH SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE
TENDERED AT MORE THAN ONE PRICE.
A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE APPROPRIATE LETTER
OF TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERED AT
PRICE DETERMINED BY MODIFIED DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDERS" IS CHECKED.
Book Entry Delivery. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (referred to as the "Book-Entry
Transfer Facility") for purposes of the Offer within two business days after
the date of this Offer to Purchase, and any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make
delivery of Shares by causing the Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with the procedures of
the Book-Entry Transfer Facility. However, although delivery of Shares may be
effected through book-entry transfer, a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) properly completed and duly
executed together with any required signature guarantees or an Agent's Message
and any other required documents must, in any case, be received by the
Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase by the Expiration Date, or the guaranteed delivery procedure
described below must be complied with. Delivery of the Letter of Transmittal
and any other required documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Method of Delivery. The method of delivery of all documents, including Share
certificates, is at the election and risk of the tendering shareholder. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended.
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Signature Guarantees. Except as otherwise provided below, all signatures on
a Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses)
which is a participant in the Securities Transfer Agents Medallion Program (an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the Shares tendered therewith and such holder has not completed the box
entitled "Special Payment Instructions" on the Letter of Transmittal or (b)
such Shares are tendered for the account of an Eligible Institution. See
Instructions 1 and 7 of the Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and cannot deliver such Shares and all other required documents to
the Depositary by the Expiration Date or such shareholder cannot complete the
procedure for delivery by book-entry on a timely basis, such Shares may
nevertheless be tendered if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company is received by the
Depositary (as provided below) by the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantee, or an Agent's Message and any other documents required by the
Letter of Transmittal, are received by the Depositary within three NYSE
trading days after the date of execution of the Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.
Dividend Reinvestment Plan. Participants in the Company's Dividend
Reinvestment Plan whose Shares are held in the name of Mellon Bank, N.A. or
its nominee and who wish to tender Shares to the Company may do so by
following the procedures set forth in Instruction 13 to the Letter of
Transmittal.
Savings Plans. Participants in the UGI Utilities, Inc. Savings Plan or the
AmeriGas Propane, Inc. Savings Plan wishing to tender Shares to the Company
may do so by following the procedures described in the materials mailed to
such participants.
Federal Income Tax Withholding. Under the federal income tax backup
withholding rules, 31% of the gross proceeds payable to a shareholder or other
payee pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the shareholder or other payee provides his or her taxpayer
identification number (employer identification number or social security
number) to the Depositary and certifies that such number is correct or an
exemption otherwise applies under applicable regulations. Therefore, unless
such an exception exists and is proven in a manner satisfactory to the
Depositary, each tendering shareholder should complete and sign the Substitute
Form W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding. Certain
shareholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. See Instruction 10 of the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
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PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 13.
Gross proceeds payable pursuant to the Offer to a foreign shareholder or his
or her agent will be subject to withholding of federal income tax at a rate of
30%, unless the Company determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business within the United States. For this purpose, a
foreign shareholder is any shareholder that is not (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. The Company will determine the applicable rate of
withholding by reference to a shareholder's address, unless the facts and
circumstances indicate such reliance is not warranted or if applicable law
(for example, an applicable tax treaty or Treasury regulations thereunder)
requires some other method for determining a shareholder's residence. A
foreign shareholder may be eligible to file for a refund of such tax or a
portion of such tax if such shareholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described in Section 13, or if such shareholder is entitled to a reduced
rate of withholding pursuant to a tax treaty and the Company withheld at a
higher rate. In order to claim an exemption from withholding on the grounds
that gross proceeds paid pursuant to the Offer are effectively connected with
the conduct of a trade or business within the United States, a foreign
shareholder must deliver to the Depositary a properly executed statement
claiming such exemption. Such statements can be obtained from the Depositary.
See Instruction 10 of the Letter of Transmittal. Foreign shareholders are
urged to consult their own tax advisors regarding the application of federal
income tax withholding, including eligibility for a withholding tax reduction
or exemption and the refund procedure.
Tender Constitutes An Agreement. The tender of Shares pursuant to any one of
the procedures described above will constitute the tendering shareholder's
acceptance of the terms and conditions of the Offer and an agreement between
the tendering shareholder and the Company upon the terms and subject to the
conditions of the Offer.
It is a violation of Rule 14e-4 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for a person, directly or indirectly, to
tender Shares for his own account unless the person so tendering (i) has a net
long position equal to or greater than the number of (x) Shares tendered or
(y) other securities immediately convertible into, or exercisable or
exchangeable for, the number of Shares tendered and will acquire such Shares
for tender by conversion, exercise or exchange of such other securities and
(ii) will cause such Shares to be delivered in accordance with the terms of
the Offer. Rule 14e-4 provides a similar restriction applicable to the tender
or guarantee of a tender on behalf of another person. The tender of Shares
pursuant to any one of the procedures described above will constitute the
tendering shareholder's representation and warranty that (i) such shareholder
has a net long position in the Shares being tendered within the meaning of
Rule 14e-4 under the Exchange Act and (ii) the tender of such Shares complies
with Rule 14e-4.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the Purchase Price,
the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Shares determined by it not to be in proper form, or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in any tender of particular Shares, and the
Company's interpretation of the terms of the Offer (including the instructions
in the Letter of Transmittal) will be final and binding on all parties. No
tender of Shares will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Manager, the
Depositary, the Information Agent or any other person will be under any duty
to give notification of any defect or irregularity in tenders or incur any
liability for failure to give any such notification.
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4. Withdrawal Rights.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after September 27, 1999 unless previously accepted
for payment as provided in this Offer to Purchase. If the Company extends the
period of time during which the Offer is open, is delayed in accepting for
payment or paying for Shares or is unable to accept for payment or pay for
Shares pursuant to the Offer for any reason, then, without prejudice to the
Company's rights under the Offer, the Depositary may, on behalf of the
Company, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5)
under the Exchange Act, which provides that the issuer making the tender offer
shall either pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of the tender offer.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase and must specify the
name of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares, if
different from that of the person who tendered such Shares. If the Shares to
be withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution) must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering shareholder) and
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn or, in the case of Shares tendered by book-entry transfer, the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares. Withdrawals may not be rescinded, and
Shares withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered by again following
one of the procedures described in Section 3 at any time prior to the
Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
5. Acceptance for Payment of Shares and Payment of Purchase Price.
Upon the terms and subject to the conditions of the Offer, and as promptly
as practicable after the Expiration Date, the Company will determine the
Purchase Price, taking into account the number of Shares tendered and the
prices specified by tendering shareholders, and will (subject to the proration
and "odd lot" provisions of the Offer) accept for payment (and thereby
purchase) and pay for Shares validly tendered at or below the Purchase Price
and not withdrawn as permitted in Section 4. As soon as practicable following
the determination of the Purchase Price, the Company will announce the
Purchase Price it will pay for tendered Shares. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made promptly
(subject to possible delay in the event of proration) but only after timely
receipt by the Depositary of certificates for Shares (or of a confirmation of
a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) (or an Agent's Message in connection
with a book-entry transfer) and any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased), subject to the proration and "odd lot"
provisions of the Offer, Shares that are validly tendered and not withdrawn
as, if and when it gives oral or written notice to the Depositary of its
acceptance for payment of such Shares. Payment for Shares accepted for payment
pursuant to the Offer will be made by depositing the Purchase Price therefor
with the Depositary, which will act as agent for tendering shareholders for
the purpose of receiving payment from the Company and transmitting payment to
tendering shareholders. Under no
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circumstances will interest be paid on amounts to be paid to tendering
shareholders by the Company by reason of any delay in making such payment.
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with the Book-Entry Transfer Facility) as soon as
practicable without expense to the tendering shareholder. The Company will pay
all stock transfer taxes, if any, payable on the transfer to it of Shares
purchased pursuant to the Offer, except as set forth in Instruction 8 of the
Letter of Transmittal.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares validly tendered or if proration is required. See Section
1. In addition, if certain events occur, the Company may not be obligated to
purchase Shares pursuant to the Offer. See Section 6.
As provided in Rules 13e-4(f)(4) and (8)(ii) under the Exchange Act, the
Company will pay the same amount per Share for each Share purchased pursuant
to the Offer.
6. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone (subject to the requirements of
the Exchange Act for prompt payment for or return of Shares) the acceptance
for payment of, and payment for, Shares tendered, if at any time on or after
August 2, 1999 and on or before the Expiration Date any of the following shall
have occurred (or shall have been determined in the judgment of the Company to
have occurred) and, in the judgment of the Company, in any such case and
regardless of the circumstances (including any action or omission to act by
the Company) giving rise to such condition, such event makes it inadvisable to
proceed with the Offer, with such acceptance for payment or with the payment
itself:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign,
before any court, authority, agency or tribunal which directly or
indirectly (i) challenges the making of the Offer, the acquisition of some
or all of the Shares pursuant to the Offer or otherwise relates in any
manner to the Offer; or (ii) in the Company's judgment, could materially
and adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or any of its subsidiaries or
materially impair the contemplated benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's judgment, would or might directly or indirectly (i)
make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the Offer;
(ii) delay or restrict the ability of the Company, or render the Company
unable, to accept for payment or pay for some or all of the Shares; (iii)
materially impair the contemplated benefits of the Offer to the Company; or
(iv) materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market; (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States; (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States; (iv) any limitation (whether or not mandatory) by any
governmental, regulatory
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<PAGE>
or administrative agency or authority on, or any event which, in the
Company's judgment, might affect the extension of credit by banks or other
lending institutions in the United States; (v) any significant decrease in
the market price of the Shares or any change in the general political,
market, economic or financial conditions in the United States or abroad
that could, in the judgment of the Company, have a material adverse effect
on the Company's business, condition (financial or other), income,
operations or prospects or the trading in the Shares; (vi) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof; or (vii) any decline in
either the Dow Jones Industrial Average or the Standard and Poor's Index of
500 Industrial Companies by an amount in excess of 10 percent measured from
the close of business on July 30, 1999;
(d)(i) the Company shall have entered into a definitive agreement or an
agreement in principle with any person with respect to a merger, business
combination or acquisition proposal, disposition of assets other than in
the ordinary course of business or (ii) any tender or exchange offer with
respect to some or all of the Shares (other than this Offer) shall have
been commenced;
(e) any change shall occur or be threatened in the business, condition
(financial or other), income, operations, Share ownership or prospects of
the Company and its subsidiaries, taken as a whole, which, in the judgment
of the Company, is or may be material to the Company or its subsidiaries;
or
(f)(i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Shares (other than
a person, entity or group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the Commission
on July 30, 1999); (ii) any person, entity or group which had filed with
the Commission on or before July 30, 1999 a Schedule 13G or a Schedule 13D
with respect to the Shares shall have acquired, or proposed to acquire,
beneficial ownership of additional Shares constituting more than 2% of the
outstanding Shares; or (iii) any new group shall have been formed which
beneficially owns more than 5% of the outstanding Shares (options for and
other rights to acquire Shares which are acquired or proposed to be
acquired being deemed for purposes of this clause (f) to be immediately
exercisable or convertible).
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action
or inaction by the Company) giving rise to any such condition and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The Company's failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time. Any determination by the
Company concerning the events described above will be final and binding on all
parties.
13
<PAGE>
7. Price Range of Shares; Cash Dividends.
The Shares are listed and principally traded on the NYSE. The following
table sets forth the high and low sales prices of the Shares as reported on
the Composite Tape, and dividends paid per Share, for the fiscal periods
indicated:
High and Low Sales Prices
<TABLE>
<CAPTION>
Fiscal Year High Low Dividends
----------- ------- ------- ---------
<S> <C> <C> <C>
1999:
Fourth Quarter (through July 27, 1999).......... $22.625 $19.750 $0.365
Third Quarter................................... $21.000 $16.563 $0.365
Second Quarter.................................. $24.375 $15.000 $0.365
First Quarter................................... $25.750 $21.625 $0.365
1998:
Fourth Quarter.................................. $25.813 $20.500 $0.365
Third Quarter................................... $28.750 $23.750 $0.360
Second Quarter.................................. $29.750 $27.000 $0.360
First Quarter................................... $30.125 $25.125 $0.360
1997:
Fourth Quarter.................................. $28.000 $22.125 $0.360
Third Quarter................................... $24.375 $21.625 $0.355
Second Quarter.................................. $25.375 $21.750 $0.355
First Quarter................................... $24.125 $20.875 $0.355
</TABLE>
On July 28, 1999, the Company announced an increase in its regular quarterly
cash dividend from $0.365 per Share to $0.375 per Share. This dividend is
payable on October 1, 1999 to holders of record as of September 17, 1999. The
dividend will not be payable with respect to Shares purchased pursuant to the
Offer.
On July 27, 1999, the last full day of trading prior to the announcement of
the Offer, the closing price of the Shares on the NYSE as reported on the
Composite Tape was $20.938 per Share. On July 30, 1999, the last full day of
trading prior to the commencement of the Offer, the closing price of the
Shares on the NYSE as reported on the Composite Tape was $23.75 per Share.
Shareholders are urged to obtain a current market quotation for the Shares.
8. Certain Effects of the Offer.
As of July 27, 1999, the Company had issued and outstanding 31,740,504
Shares. The 4,500,000 Shares that the Company is offering to purchase pursuant
to the Offer represent approximately 14% of the Shares outstanding as of that
date. The Company currently intends to retain Shares purchased pursuant to the
Offer as treasury shares. The purchase of Shares pursuant to the Offer will
not result in delisting of the Shares on the NYSE or termination of
registration of the Shares under the Exchange Act.
If the Company should decide to purchase any of its Shares in the future,
any such purchases may be on the same terms as, or on terms which are more or
less favorable to shareholders than, the terms of the Offer. Rule 13e-4 under
the Exchange Act, however, prohibits the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the repurchase of Shares pursuant to the Offer, the Shares will
continue to be margin securities for purposes of the Federal Reserve Board's
margin regulations.
14
<PAGE>
Schedule A hereto describes transactions effected by the Company or by
individuals who are directors or executive officers of the Company during the
40 business days prior to the date hereof.
Neither the Company nor the Board of Directors makes any recommendation to
any shareholder whether to tender some or all Shares. The Company has been
advised that its directors and executive officers have not determined whether
to tender their Shares pursuant to the Offer. Shareholders must make their own
decisions whether to tender Shares and, if so, how many Shares to tender.
Shares tendered in the Offer will not be entitled to receive the dividend of
$0.375 per Share announced on July 28, 1999 payable to shareholders of record
on September 17, 1999.
9. Source and Amount of Funds.
Assuming that the Company purchases 4,500,000 Shares pursuant to the Offer
at a price of $26.00 per Share, the Company estimates that the total amount
required by the Company to purchase such Shares and pay related fees and
expenses will be approximately $118 million. The Company expects to pay for
the Shares purchased pursuant to the Offer out of its available cash. On June
30, 1999, the Company's cash, cash equivalents and temporary investments,
aggregated approximately $158 million on a consolidated basis.
10. Certain Information Concerning the Company.
The Company is a holding company that operates propane distribution, gas and
electric utility and energy marketing businesses through subsidiaries.
The Company's majority-owned subsidiary, AmeriGas Partners, L.P., a Delaware
limited partnership ("AmeriGas Partners"), conducts the nation's largest
retail propane distribution business through its 98.99% owned subsidiary
AmeriGas Propane, L.P. (the "Operating Partnership"). The Company has been in
the retail propane distribution business for over 40 years, operating through
various subsidiaries. AmeriGas Partners' sole general partner is AmeriGas
Propane, Inc., a wholly-owned subsidiary of the Company ("AmeriGas Propane").
The common units of AmeriGas Partners, which represent limited partner
interests, are traded on the NYSE under the symbol "APU." The Company has a
58.4% combined ownership interest in AmeriGas Partners and the Operating
Partnership. The remaining interest is publicly held.
UGI Utilities, Inc., a wholly-owned subsidiary of the Company ("UGI
Utilities"), owns and operates a natural gas distribution utility and an
electric utility in eastern Pennsylvania. UGI Utilities is the successor to a
business founded in 1882. UGI Utilities supplies 258,000 natural gas customers
and 61,000 electric customers.
UGI Enterprises, Inc., a wholly-owned subsidiary of the Company
("Enterprises"), conducts a retail gas and electric marketing business, and is
currently engaged in two international energy related joint ventures through
subsidiaries. Black Sea LPG, L.P. is developing an energy import and
distribution business in Romania. ChinaGas Partners, L.P. is developing an
integrated propane import, storage and distribution business in China. Hearth
USA, Inc., a wholly-owned subsidiary of Enterprises, is currently developing a
retail business selling hearth products, spas, grills and patio accessories,
with the first superstore scheduled to open in September 1999. The Company
expects Enterprises to continue to evaluate and develop new international and
domestic business opportunities.
The Company was incorporated in Pennsylvania in 1991 as part of the
restructuring of UGI Utilities into a holding company system. The Company is
not subject to regulation by the Pennsylvania Public Utility Commission. It is
also exempt from registration as a holding company and not otherwise subject
to the Public Utility Holding Company Act of 1935, except for Section 9(a)(2),
which regulates the acquisition of voting securities of an electric or gas
utility company. The Company's principal executive offices are located at 460
North Gulph Road, King of Prussia, Pennsylvania 19406, and its telephone
number is (610) 337-1000.
15
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
Set forth below is certain consolidated historical and pro forma financial
information of the Company and its subsidiaries. The following summary
historical financial information as of and for the years ended September 30,
1998 and 1997 was derived from the audited consolidated financial statements
included in the Company's 1998 Annual Report. The following summary historical
financial information as of and for the six months ended March 31, 1999 and
1998 was derived from the unaudited consolidated condensed financial
statements included in the Company's Quarterly Report on Form 10-Q for the six
months ended March 31, 1999 (the "Company's 1999 Second Quarterly Report").
The Company's 1998 Annual Report and the Company's 1999 Second Quarterly
Report are incorporated herein by reference. More comprehensive financial
information is included in such reports and the financial information which
follows is qualified in its entirety by reference to such reports and all of
the financial statements and related notes contained therein, copies of which
may be obtained as set forth below under "Additional Information About the
Company."
The summary pro forma financial information below gives effect to the
purchase of Shares pursuant to the Offer based upon certain assumptions
described in the Notes to Summary Consolidated Historical and Pro Forma
Financial Information, as if the purchase of Shares pursuant to the Offer were
consummated on October 1, 1997 with respect to the pro forma income statement
information, and September 30, 1998 and March 31, 1999 with respect to the
balance sheet information. The pro forma financial information should be read
in conjunction with the historical consolidated financial information
incorporated herein by reference and does not purport to be indicative of the
results that would actually have been obtained had the purchase of Shares
pursuant to the Offer been completed on the dates indicated or that may be
obtained in the future.
16
<PAGE>
SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Unaudited Pro Forma
Year Ended September 30, 1998(1)
---------------------------------- Historical
Assumed Assumed Year Ended September 30,
$23.00 Per Share $26.00 Per Share ------------------------
Purchase Price Purchase Price 1998 1997
---------------- ----------------- ------------- -------------
(in millions, except ratios and per share amounts)
<S> <C> <C> <C> <C>
Income Statement:
Revenues................ $ 1,439.7 $1,439.7 $ 1,439.7 $ 1,642.0
Net income.............. $ 36.6 $ 36.1 $ 40.3 $ 52.1
Earnings per Share--
basic (2).............. $ 1.29 $ 1.27 $ 1.22 $ 1.58
Earnings per Share--
diluted (2)............ $ 1.28 $ 1.26 $ 1.22 $ 1.57
Average Shares
outstanding--basic..... 28.471 28.471 32.971 33.049
Average Shares
outstanding--diluted... 28.623 28.623 33.123 33.132
Ratio of earnings to
fixed charges (3)...... 1.76x 1.75x 1.82x 2.14x
Balance Sheet:
Cash and short-term
investments............ $ 44.0 $ 30.5 $ 148.4 $ 129.4
Total assets............ $ 1,970.2 $1,956.7 $ 2,074.6 $ 2,151.7
Total debt.............. $ 982.8 $ 982.8 $ 982.8 $ 964.0
Minority interest in
AmeriGas Partners...... $ 236.5 $ 236.5 $ 236.5 $ 266.5
UGI Utilities preferred
stock.................. $ 20.0 $ 20.0 $ 20.0 $ 35.2
Common stockholders'
equity................. $ 262.7 $ 249.2 $ 367.1 $ 376.1
Book value per Share
(4).................... $ 9.28 $ 8.80 $ 11.18 $ 11.45
<CAPTION>
Unaudited Pro Forma
Six Months Ended March 31, 1999(1)
---------------------------------- Unaudited Historical
Assumed Assumed Six Months Ended March 31,
$23.00 Per Share $26.00 Per Share --------------------------
Purchase Price Purchase Price 1999 1998
---------------- ----------------- ------------- -------------
(in millions, except ratios and per share amounts)
<S> <C> <C> <C> <C>
Income Statement:
Revenues................ $ 872.9 $ 872.9 $ 872.9 $ 959.5
Net income.............. $ 53.8 $ 53.6 $ 55.5 $ 56.0
Earnings per Share--
basic (2).............. $ 1.90 $ 1.89 $ 1.69 $ 1.70
Earnings per Share--
diluted (2)............ $ 1.90 $ 1.89 $ 1.69 $ 1.69
Average Shares
outstanding--basic..... 28.295 28.295 32.795 32.992
Average Shares
outstanding--diluted... 28.355 28.355 32.855 33.183
Ratio of earnings to
fixed charges (3)...... 3.62x 3.62x 3.68x 3.55x
Balance Sheet:
Cash and short-term
investments............ $ 45.5 $ 32.0 $ 149.9 $ 148.4
Total assets............ $ 2,044.6 $2,031.1 $ 2,149.0 $ 2,184.2
Total debt.............. $ 992.8 $ 992.8 $ 992.8 $ 947.5
Minority interest in
AmeriGas Partners...... $ 247.6 $ 247.6 $ 247.6 $ 275.8
UGI Utilities preferred
stock.................. $ 20.0 $ 20.0 $ 20.0 $ 35.2
Common stockholders'
equity................. $ 279.5 $ 266.0 $ 383.9 $ 411.8
Book value per Share
(4).................... $ 10.19 $ 9.70 $ 12.02 $ 12.47
</TABLE>
17
<PAGE>
NOTES TO SUMMARY CONSOLIDATED HISTORICAL AND
PRO FORMA FINANCIAL INFORMATION
(1) The summary consolidated pro forma financial information assumes 4,500,000
Shares are purchased at $23.00 per Share and $26.00 per Share, as
applicable, with the purchase being financed from existing cash and short-
term investments. The pro forma income statement information also assumes
reduced interest income on cash and short-term investments used to
purchase the Shares. The assumed investment interest rates on cash and
short-term investments for the year ended September 30, 1998 and the six
months ended March 31, 1999 were 5.50% and 5.00%, respectively, and
represent actual investment rates realized by the Company. Expenses
related to the offering are estimated to be $900,000. The marginal income
tax rate on interest income is 35%.
(2) Earnings per Share data--basic is calculated using the weighted average
Shares outstanding during the periods presented. Diluted earnings per
Share data is based upon the weighted average Shares outstanding adjusted
for potential dilution resulting from the exercise of stock options
outstanding.
(3) The ratios of earnings to fixed charges was computed by dividing earnings
by fixed charges. Earnings include earnings before minority interests,
income taxes and fixed charges. Fixed charges include interest and
amortization of debt expenses, dividends on UGI Utilities preferred stock
and the estimated interest component of rentals.
(4) Book value per Share is calculated as total common stockholders' equity
divided by the number of Shares outstanding at the end of the period.
18
<PAGE>
Recent Developments
On July 28, 1999, the Company issued a press release including the following
financial information for its third fiscal quarter:
UGI CORPORATION
REPORT OF EARNINGS
(Millions, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Nine Months Ended Ended
June 30, June 30, June 30,
---------------- ------------------ ------------------
1999 1998 1999 1998 1999 1998
------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Propane................ $ 162.0 $ 158.2 $ 704.7 $ 767.3 $ 851.8 $ 936.2
Utilities.............. 77.3 74.3 357.8 362.1 418.0 427.6
Energy marketing....... 20.0 22.7 69.7 85.3 87.4 102.8
------- ------- -------- -------- -------- --------
Total revenues....... $ 259.3 $ 255.2 $1,132.2 $1,214.7 $1,357.2 $1,466.6
======= ======= ======== ======== ======== ========
Operating income
(loss)(a):
Propane................ $ (2.3) $ (0.8) $ 104.7 $ 102.7 $ 89.9 $ 88.9
Gas utility............ 6.6 6.1 67.4 66.1 66.1 64.0
Electric utility....... 4.2 1.8 12.0 8.0 13.7 9.9
Energy marketing....... 0.9 0.5 2.1 1.9 2.2 1.8
Corporate general and
other................. (2.7) (1.4) (7.6) (2.6) (10.0) (2.7)
Corporate expense
elimination........... 2.7 2.4 7.9 7.8 10.9 11.5
------- ------- -------- -------- -------- --------
Total operating
income.............. 9.4 8.6 186.5 183.9 172.8 173.4
Merger fee income and
expenses, net.......... 21.5 -- 19.9 -- 19.9 --
Interest expense:
Propane................ (16.6) (16.3) (49.6) (50.1) (65.6) (66.2)
Utilities.............. (4.2) (4.3) (13.0) (13.0) (17.6) (17.1)
Other.................. (0.2) (0.1) (0.5) (0.5) (0.7) (0.6)
------- ------- -------- -------- -------- --------
Total interest
expense............. (21.0) (20.7) (63.1) (63.6) (83.9) (83.9)
Minority interest in
AmeriGas Partners...... 7.8 7.0 (22.8) (21.8) (9.9) (9.5)
------- ------- -------- -------- -------- --------
Income (loss) before
income taxes and
dividends on UGI
Utilities Series
Preferred Stock........ 17.7 (5.1) 120.5 98.5 98.9 80.0
Income tax (expense)
benefit................ (5.9) 1.6 (52.4) (44.6) (42.2) (35.8)
Dividends on UGI
Utilities Series
Preferred Stock........ (0.4) (0.4) (1.2) (1.8) (1.6) (2.5)
------- ------- -------- -------- -------- --------
Net income (loss)....... $ 11.4 $ (3.9) $ 66.9 $ 52.1 $ 55.1 $ 41.7
======= ======= ======== ======== ======== ========
Earnings (loss) per
Share:
Basic.................. $ 0.36 $ (0.12) $ 2.06 $ 1.58 $ 1.69 $ 1.27
======= ======= ======== ======== ======== ========
Diluted................ $ 0.36 $ (0.12) $ 2.06 $ 1.57 $ 1.69 $ 1.26
======= ======= ======== ======== ======== ========
Average Shares
outstanding:
Basic.................. $31.672 $33.017 $ 32.420 $ 33.001 $ 32.538 $ 32.976
======= ======= ======== ======== ======== ========
Diluted................ $31.711 $33.017 $ 32.474 $ 33.176 $ 32.597 $ 33.147
======= ======= ======== ======== ======== ========
SUPPLEMENTAL
INFORMATION:
Pre-tax income (loss):
Propane (b)............ $ (11.1) $ (10.1) $ 32.3 $ 30.8 $ 14.4 $ 13.2
Utilities.............. 6.6 3.6 66.4 61.1 62.2 56.8
Energy marketing....... 0.9 0.5 2.1 1.9 2.2 1.8
Corporate general and
other................. (2.9) (1.5) (8.1) (3.1) (10.7) (3.3)
Merger fee income and
expenses, net......... 21.5 -- 19.9 -- 19.9 --
Corporate expense
elimination........... 2.7 2.4 7.9 7.8 10.9 11.5
------- ------- -------- -------- -------- --------
Total pre-tax income
(loss).............. $ 17.7 $ (5.1) $ 120.5 $ 98.5 $ 98.9 $ 80.0
======= ======= ======== ======== ======== ========
</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.
19
<PAGE>
Plans and Proposals. Except as disclosed in this Offer to Purchase, the
Company has no other agreements or understandings as to either divestitures or
acquisitions that would be material to the Company and does not have any plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the
dividend rate or policy (other than as announced on July 28, 1999),
indebtedness or capitalization of the Company; (f) any other material change
in the Company's corporate structure or business; (g) any change in the
Company's Certificate of Incorporation or By-laws or any actions which may
impede the acquisition of control of the Company by any person; (h) a class of
equity security of the Company being terminated from quotation on the NYSE;
(i) a class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
The Board of Directors of the Company approved on July 27, 1999 an increase
in the quarterly dividend paid on the Company's Shares of approximately 2.7
percent, from $.0365 to $0.375, with the annual dividend rate rising to $1.50
from $1.46. See "Background and Purposes of the Offer."
Additional Information About the Company. The Company's 1998 Annual Report
and its Proxy Statement with respect to its February 23, 1999 annual meeting
have been filed with the Securities and Exchange Commission (the
"Commission"). Copies of such documents may be obtained via the Company's
website at www.ugicorp.com; by telephone at 1-800-UGI-9435; or from the
Company's Treasury Department, UGI Corporation, 460 North Gulph Road, King of
Prussia, Pennsylvania 19406, (610) 337-1000 x3141.
The Company is subject to the informational filing requirements of the
Exchange Act, and in accordance therewith is obligated to file reports and
other information with the Commission relating to its business, financial
statements and other matters. Certain information as of particular dates
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is filed
with the Commission. Such reports, as well as other material, may be inspected
and copies obtained at prescribed rates at the Commission's public reference
facilities at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the Commission at 1-
800-SEC-0330 for further information about the public reference rooms. Company
filings with the Commission are also available to the public from commercial
document retrieval services and at the worldwide web site maintained by the
Commission at www.sec.gov. The Company has also filed with the Commission a
statement on Schedule 13E-4 that contains additional information with respect
to the Offer. Such Schedule and certain amendments thereto may be examined and
copies may be obtained at the same places and in the same manner as set forth
above (except that such Schedule may not be available in the regional offices
of the Commission). In addition, material filed by the Company may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
Safe Harbor Statement. Statements in this Offer to Purchase, the related
Letter of Transmittal and other related documents concerning expectations for
the future are "forward-looking statements" within the meaning of the federal
securities laws. The Company's actual future performance will be affected by a
number of factors, risks and uncertainties. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include weather conditions, the timing and extent of changes in
commodity prices for crude oil, propane, natural gas, electricity and interest
rates, the timing and success of the Company's efforts to develop new business
opportunities, political, regulatory and economic conditions in foreign
countries and other factors discussed in the Company's 1998 Annual Report
which is incorporated herein by reference. The Company undertakes no
obligation to publicly release any revision to these forward-looking
statements to reflect events or circumstances after the date of this release.
20
<PAGE>
11. Transactions and Agreements Concerning the Shares.
Except as set forth in Schedule A hereto, neither the Company nor, to its
knowledge, any of its subsidiaries, executive officers or directors or any
associate of any such officer or director has engaged in any transactions
involving the Shares during the 40 business days preceding the date hereof.
Neither the Company nor, to its knowledge, any of its executive officers or
directors is a party to any contract, arrangement, understanding or
relationship relating directly or indirectly to the Offer with any other
person with respect to the Shares.
12. Regulatory Approvals.
The Company is not aware of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the Company's acquisition or ownership of
Shares as contemplated by the Offer or of any license or regulatory permit
that appears to be material to its business that might be adversely affected
by its acquisition of Shares as contemplated in the Offer. Should any such
approval or other action be required, the Company currently contemplates that
it will seek such approval or other action. The Company cannot predict whether
it may determine that it is required to delay the acceptance of, or payment
for, Shares tendered pursuant to the Offer pending the outcome of any such
matter. There can be no assurance that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions
or that the failure to obtain any such approval or other action might not
result in adverse consequences to the Company's business. The Company's
obligations under the Offer to accept for payment and pay for Shares are
subject to certain conditions. See Section 6.
13. Certain Federal Income Tax Consequences.
The following describes the material United States federal income tax
consequences relevant to the Offer. This discussion is based upon the Internal
Revenue Code of 1986, as amended to the date hereof (the "Code"), existing and
proposed Treasury Regulations, administrative pronouncements and judicial
decisions, changes to which could materially affect the tax consequences
described herein and could be made on a retroactive basis.
This discussion deals only with Shares held as capital assets and does not
deal with all tax consequences that may be relevant to all categories of
holders (such as dealers in securities or commodities, insurance companies,
tax-exempt organizations or persons who hold Shares as a position in a
straddle). In particular, different rules may apply to Shares acquired as
compensation (including Shares acquired upon the exercise of options). This
discussion does not address the state, local or foreign tax consequences of
participating in the Offer. Holders of Shares should consult their tax
advisors as to the particular consequences to them of participation in the
Offer.
As used herein, a "Holder" means a beneficial holder of Shares that is a
citizen or resident of the United States, a corporation or a partnership
created or organized under the laws of the United States or any State thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
Non-Participation in the Offer. Holders of Shares who do not participate in
the Offer will not incur any tax liability as a result of the consummation of
the Offer.
Exchange of Shares Pursuant to the Offer. An exchange of Shares for cash
pursuant to the Offer will be a taxable transaction for United States federal
income tax purposes. A Holder who participates in the Offer will, depending on
such Holder's particular circumstances, be treated either as recognizing gain
or loss from the disposition of the Shares or as receiving a dividend
distribution from the Company.
Under Section 302 of the Code, a Holder will recognize gain or loss on an
exchange of Shares for cash if the exchange (i) results in a complete
termination of all such Holder's equity interest in the Company, (ii) results
in a "substantially disproportionate" redemption with respect to such Holder
or (iii) is "not essentially equivalent to a dividend" with respect to the
Holder. In applying the Section 302 tests, a Holder must take
21
<PAGE>
account of stock that such Holder actually owns as well as Shares treated as
owned by such Holder under certain constructive ownership rules, including
stock of the Company owned by certain family members and related entities and
stock of the Company that the Holder has the right to acquire by exercise of
an option. Further, substantially contemporaneous dispositions and
acquisitions of stock of the Company by a Holder (including market purchases
and sales) may be treated as part of an integrated transaction with the Offer
and taken into account in determining whether the Section 302 tests have been
satisfied.
An exchange of Shares for cash will be a "substantially disproportionate"
redemption with respect to a Holder if the percentage of the then outstanding
Shares owned by such Holder immediately after the exchange is less than 80% of
the percentage of the Shares owned by such Holder immediately before the
exchange. If an exchange of Shares for cash fails to satisfy the
"substantially disproportionate" test, the Holder may nonetheless satisfy the
"not essentially equivalent to a dividend" test. An exchange of Shares for
cash will satisfy the "not essentially equivalent to a dividend" test if it
results in a "meaningful reduction" of the Holder's equity interest in the
Company. Whether an exchange of Shares for cash will be treated as "not
essentially equivalent to a dividend" will depend upon a Holder's particular
facts and circumstances. The Internal Revenue Service has indicated that even
a small reduction in the proportionate interest in the Company of a Holder
whose interest in the Company is minimal and who does not exercise any control
over or participate in the management of the Company's corporate affairs may
constitute a "meaningful reduction." Holders should consult their tax advisors
regarding the application of the rules of Section 302 to their particular
circumstances.
If a Holder is treated as recognizing gain or loss from the disposition of
the Shares for cash, such gain or loss will be equal to the difference between
the amount of cash received and such Holder's tax basis in the Shares
exchanged therefor. Gain or loss will be calculated on a Share-by-Share basis.
Any such gain or loss will be capital gain or loss and will be long-term
capital gain or loss if the holding period of the Shares exceeds one year as
of the date of the exchange.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss on an exchange of Shares for cash, the entire amount of cash received
by such Holder pursuant to the exchange will be treated as a dividend to the
extent of the Holder's allocable portion of the Company's current and
accumulated earnings and profits. Such a dividend will be includable in the
Holder's gross income as ordinary income in its entirety, without reduction
for the tax basis of the Shares exchanged, and no loss will be recognized. The
Holder's tax basis in the Shares exchanged, however, will be added to such
Holder's tax basis in the remaining Shares that it owns. To the extent that
cash received in exchange for Shares is treated as a dividend to a corporate
Holder, (i) it will be eligible for a dividends-received deduction (subject to
applicable limitations) and (ii) it will be subject to the "extraordinary
dividend" provisions of the Code. Corporate Holders should consult their tax
advisors concerning the availability of the dividends-received deduction and
the application of the "extraordinary dividend" provisions of the Code. To the
extent that the amount of cash received by a Holder in exchange for Shares
exceeds such Holder's allocable portion of the Company's then current and
accumulated earnings and profits, then the cash would be treated first as a
return of capital and then as capital gain.
The Company cannot predict whether or the extent to which the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant
to the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a Holder can be given no assurance that a sufficient number of such
Holder's Shares will be purchased pursuant to the Offer to ensure that such
purchase will be treated as a sale or exchange, rather than as a dividend, for
federal income tax purposes pursuant to the rules discussed above.
See Section 3 with respect to the application of federal income tax
withholding and backup withholding.
14. Extension of Tender Period; Termination; Amendments.
The Company expressly reserves the right, in its sole discretion and
regardless of whether any of the conditions specified in Section 6 shall have
been satisfied, at any time or from time to time, to (i) extend the period of
time during which the Offer is open by giving oral followed by written notice
of such extension to the
22
<PAGE>
Depositary or (ii) amend the Offer in any respect by making a public
announcement of such amendment. During any such extension, all Shares
previously tendered and not purchased or withdrawn will remain subject to the
Offer, except to the extent that such Shares may be withdrawn as set forth in
Section 4. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice
of such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
promulgated under the Exchange Act, which requires that the Company must pay
the consideration offered or return the Shares tendered promptly after
termination or withdrawal of a tender offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole
discretion, to amend the Offer in any respect. Amendments to the Offer may be
made at any time or from time to time effected by public announcement thereof,
such announcement, in the case of an extension, to be issued no later than
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. Any public announcement made pursuant to the Offer
will be disseminated promptly to shareholders in a manner reasonably designed
to inform shareholders of such change. Without limiting the manner in which
the Company may choose to make a public announcement, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, the Company will extend the Offer to the extent required
by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These
rules provide that the minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer (other than a change in price, change in the dealer's soliciting fee
or a change in percentage of securities sought) will depend on the facts and
circumstances, including the relative materiality of such terms or
information. If (i) the Company increases or decreases the consideration
offered for Shares pursuant to the Offer or the amount of the dealer's
soliciting fee or the Company increases the number of Shares being sought by
an amount exceeding 2% of the outstanding Shares, or the Company decreases the
number of Shares being sought and (ii) the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the tenth business day
from, and including, the date that notice of such increase or decrease is
first published, sent or given, the Offer will be extended until the
expiration of such period of ten business days.
15. Fees.
Other than as described below, no fees will be paid to brokers, dealers or
others by the Company in connection with the Offer.
Dealer Manager. Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
has been retained by the Company to act as Dealer Manager in connection with
the Offer, and will receive an advisory fee of $225,000 for its services as
Dealer Manager, plus an additional per share fee for each Share purchased by
the Company pursuant to the Offer. DLJ will also be reimbursed by the Company
for out-of-pocket expenses, including attorneys' fees, and will be indemnified
against certain liabilities, including liabilities under the federal
securities laws, in connection with the Offer. DLJ has from time to time
provided investment banking services to the Company and has received customary
fees. It is expected that DLJ will continue to provide investment banking and
financial advisory services to the Company in the future.
Depositary and Information Agent. The Company has retained ChaseMellon
Shareholder Services, L.L.C. ("ChaseMellon") to act as Information Agent and
Depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telex, telegraph and personal interviews
and may request brokers, dealers and other nominee shareholders to forward
materials relating to the Offer to beneficial owners. ChaseMellon will receive
reasonable and customary compensation for its services as Information Agent
and Depositary, will be reimbursed for certain reasonable out-of-pocket
expenses and will be
23
<PAGE>
indemnified against certain liabilities and expenses in connection with the
Offer, including liabilities under the federal securities laws. ChaseMellon
has also rendered services to the Company in the past for which it has
received customary compensation, and can be expected to render similar
services to the Company in the future. ChaseMellon has not been retained to,
nor is it authorized to, make recommendations in connection with the Offer.
Brokers, dealers, commercial banks and trust companies will, upon request,
be reimbursed by the Company for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers.
16. Miscellaneous.
The Offer is not being made to, nor will the Company accept tenders from,
holders of Shares in any state of the United States or any foreign
jurisdiction in which the Offer or the acceptance thereof would not be in
compliance with the laws of such state or foreign jurisdiction. The Company is
not aware of any state or foreign jurisdiction the laws of which would
prohibit the Offer or such acceptance. In those jurisdictions whose laws
require the Offer to be made by a licensed broker or dealer, the Offer is
being made on behalf of the Company by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
24
<PAGE>
SCHEDULE A
TRANSACTIONS CONCERNING
THE SHARES OF
UGI CORPORATION
The following describes transactions concerning Shares during the 40 business
day period preceding August 2, 1999 by directors and executive officers of the
Company:
<TABLE>
<CAPTION>
Type of Underlying
Name Date Security Transaction Securities Securities Price
- -------------------- ---------- -------------- ------------------------------ ----------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Stephen D. Ban 07/01/1999 Shares Reinvestment of Dividends 120.615 Shares 0.000 $20.125
Brendan P. Bovaird 06/04/1999 Shares Restricted Stock Grant 7,000 Shares 0.000 $20.375
06/30/1999 Shares Purchase of Units in the Stock 33.322 401(k) Units(1) 0.000
Fund within the Company's
Employee Savings Plan
("401(k) Units")
Robert J. Chaney 06/04/1999 Shares Restricted Stock Grant 7,000 Shares 0.000 $20.375
Michael J. Cuzzolina 06/04/1999 Shares Restricted Stock Grant 10,000 Shares 0.000 $20.375
Richard C. Gozon 06/30/1999 Shares Acquisition of Units under the 658.385 Units(2) 0.000 $20.125
Directors' Equity Compensation
Plan ("Units")
Lon R. Greenberg 06/04/1999 Option to Option Grant 225,000 Shares 225,000
acquire Shares
06/04/1999 Shares Restricted Stock Grant 30,000 Shares 0.000 $20.375
Bradley C. Hall 06/30/1999 Shares Purchase of 401(k) Units 126.730 401(k) Units(1) 0.000
07/01/1999 Shares Reinvestment of Dividends 27.474 Shares 0.000 $20.125
07/01/1999 Shares Reinvestment of Dividends 63.195 Shares 0.000 $20.125
Anthony J. Mendicino 06/04/1999 Shares Restricted Stock Grant 15,000 Shares 0.000 $20.375
Marvin O. Schlanger 06/30/1999 Shares Acquisition of Units 406.832 Units(2) 0.000 $20.125
<CAPTION>
Name Nature of Ownership
- --------------------- ---------------------
<S> <C>
Stephen D. Ban Direct
Brendan P. Bovaird Direct
401(k) Plan
Robert J. Chaney Direct
Michael J. Cuzzolina Direct
Richard C. Gozon Benefit Plan
Lon R. Greenberg Direct
Direct
Bradley C. Hall 401(k) Plan
Direct
by Family Partnership
Anthony J. Mendicino Direct
Marvin O. Schlanger Benefit Plan
</TABLE>
- -------
(1) On June 30, 1999, one 401(k) Unit was valued at $8.67.
(2) Each Unit represented a phantom interest equivalent to one Share. On June
30, 1999, one Unit was valued at $20.125.
25
<PAGE>
The following describes transactions concerning Shares during the 40
business day period preceding August 2, 1999 by the Company:
<TABLE>
<CAPTION>
Date Shares Transaction
---- ---------------- -----------------------------------------------
<C> <C> <S>
06/04/99 103,000 Restricted Stock Awards
06/16/99 953 at $19.75 Sale of Shares to the Trustee of the Stock Fund
within the AmeriGas Propane, Inc. 401(k) Plan
("AmeriGas 401(k) Shares")
06/17/99 197 at $19.69 Sale of Shares to the Trustee of the Stock Fund
within the UGI Utilities, Inc. 401(k) Plan
("UGI 401(k) Shares")
190 at $20.43 Sale of UGI 401(k) Shares
06/21/99 211 at $20.00 Sale of UGI 401(k) Shares
06/28/99 193 at $19.81 Sale of UGI 401(k) Shares
903 at $19.63 Sale of AmeriGas 401(k) Shares
07/01/99 28,456 at $20.13 Sale of Shares to the Agent of the Company's
Dividend Reinvestment Plan
07/06/99 192 at $20.06 Sale of UGI 401(k) Shares
07/12/99 191 at $20.06 Sale of UGI 401(k) Shares
07/14/99 872 at $20.81 Sale of AmeriGas 401(k) Shares
07/19/99 197 at $21.88 Sale of UGI 401(k) Shares
</TABLE>
26
<PAGE>
The Depositary will accept legible copies of the Letter of Transmittal,
which should be sent, together with certificates for the Shares tendered and
any other required documents, to the Depositary at one of its addresses below:
The Depositary for the Offer is:
[LOGO OF CHASEMELLON]
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
Post Office Box 3301 120 Broadway--13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization
Department Department Department
(registered or certified mail
recommended)
</TABLE>
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
Please contact the Information Agent at the telephone numbers and address
below with any questions or requests for assistance or additional copies of
the Offer to Purchase and Letters of Transmittal and Notices of Guaranteed
Delivery.
The Information Agent for the Offer is:
[LOGO OF CHASEMELLON]
450 West 33rd Street--14th Floor
New York, NY 10001
Banks and brokers call collect:
212-273-8083
All others call toll free:
1-800-953-2497
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10172
(212) 892-7736 or
(212) 892-3742
<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
of
UGI Corporation
Pursuant to its Offer to Purchase dated August 2, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,NEW
YORK CITY TIME, ON FRIDAY, AUGUST 27, 1999, UNLESS THE OFFER IS EXTENDED
To: ChaseMellon Shareholder Services, L.L.C., the Depositary
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon Shareholder
ChaseMellon Shareholder Services, L.LC. Services L.L.C.
Services, L.L.C. 120 Broadway--13th Floor 85 Challenger Road
Post Office Box 3301 New York, NY 10271 Ridgefield Park, NJ 07660
South Hackensack, NJ Attn: Reorganization Attn: Reorganization
07606 Department Department
Attn: Reorganization
Department
(registered or certified
mail recommended)
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.
You should use this Letter of Transmittal only if you are either enclosing
certificates or are causing the Shares (as defined below) to be delivered by
book-entry transfer to the Depositary's account at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase.
If you cannot deliver your Shares and all other required documents to the
Depositary by the Expiration Date (as defined in the Offer to Purchase), you
must tender your Shares pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and
Address(es)
of
Registered
Holder(s)
(Please
fill in, if Shares Tendered
blank) (Attach additional signed list if necessary)
- ---------------------------------------------------------------
Total Number
of Shares Number
Certificate Represented by of Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
<S> <C> <C> <C>
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total Shares
- ---------------------------------------------------------------
</TABLE>
(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
represented by Share certificates delivered to the Depositary are being
tendered hereby. See Instruction 4.
- -------------------------------------------------------------------------------
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
- -------------------------------------------------------------------------------
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s) __________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________________
Name of Institution which Guaranteed Delivery ________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution ______________________________________________
Account No. ________________________________________________________________
Transaction Code No. _______________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to UGI Corporation, a Pennsylvania
corporation (the "Company"), the above-described shares of common stock, no
par value (the "Common Stock"), including the associated rights to purchase
shares of Series A Junior Participating Preference Stock pursuant to the
Rights Agreement, dated as of April 29, 1986, between the Company and Mellon
Bank, N.A., successor to Mellon Bank (East) N.A., as Rights Agent, as amended
(collectively with the Common Stock, the "Shares"), at prices specified
herein, not greater than $26.00 nor less than $23.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 2, 1999 (the "Offer to Purchase") and in the
Letter of Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, and payment for,
the Shares tendered herewith, the undersigned hereby sells, assigns and
transfers to or upon the order of the Company all right, title and interest in
and to all the Shares that are being tendered hereby and appoints ChaseMellon
Shareholder Services, L.L.C., as the Depositary (the "Depositary"), the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed
to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for transfer and
cancellation on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares, all in
accordance with the terms of the Offer.
The undersigned understands that the Company will determine a single per
Share price (not greater than $26.00 nor less than $23.00 per Share) (the
"Purchase Price") that it will pay for Shares validly tendered and not
withdrawn pursuant to the Offer, after taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase 4,500,000 Shares (or such lesser number of
Shares as are validly tendered and not withdrawn at prices not greater than
$26.00 nor less than $23.00 per share) pursuant to the Offer. The undersigned
understands that all shareholders whose Shares are purchased by the Company
will receive the Purchase Price for each Share purchased in the Offer.
The undersigned hereby represents and warrants that the undersigned has a
net long position in Shares at least equal to the number of Shares being
tendered and has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when the same are accepted for payment by
the Company, the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
the Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased (less the
amount of any federal income or backup withholding tax required to be
withheld), and return any Shares not tendered or not purchased, in the name(s)
of the undersigned (or, in the case of Shares tendered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility designated
above). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Purchase Price of any Shares
purchased (less the amount of any federal income or backup withholding tax
required to be withheld) and any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the Purchase Price of any Shares
purchased (less the amount of any federal income or backup withholding tax
required to be withheld) and return any Shares not tendered or not purchased
in the name(s) of, and mail said check and any certificates to, the person(s)
so indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from
the name of the registered holder(s) thereof, if the Company does not accept
for payment any of the Shares so tendered.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
2
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
---------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
---------------
SHARES TENDERED AT PRICE DETERMINED BY MODIFIED DUTCH AUCTION
[_] The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box instead of
one of the price boxes below, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the modified "Dutch
auction" process. This action will result in receiving a price per Share of
as low as $23.00 or as high as $26.00.
-- OR --
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below instead of the box above, the undersigned
hereby tenders Shares at the price checked. This action could result in none
of the Shares being purchased if the Purchase Price for the Shares is less
than the price checked. If the Purchase Price for the Shares is equal to or
greater than the price checked, then the Shares purchased by the Company will
be purchased at the Purchase Price. A shareholder who desires to tender Shares
at more than one price must complete a separate Letter of Transmittal for each
price at which Shares are tendered. The same Shares cannot be tendered at more
than one price (unless those Shares were previously tendered and withdrawn).
Price (in dollars) per Share at which Shares are being tendered:
<TABLE>
<S> <C> <C> <C> <C>
$23.000 [_] $23.125 [_] $23.250 [_] $23.375 [_] $23.500 [_]
$23.625 [_] $23.750 [_] $23.875 [_] $24.000 [_] $24.125 [_]
$24.250 [_] $24.375 [_] $24.500 [_] $24.625 [_] $24.750 [_]
$24.875 [_] $25.000 [_] $25.125 [_] $25.250 [_] $25.375 [_]
$25.500 [_] $25.625 [_] $25.750 [_] $25.875 [_] $26.000 [_]
</TABLE>
3
<PAGE>
DIVIDEND REINVESTMENT PLAN
(See Instruction 13)
This section is to be completed ONLY if Shares held in the Company's
Dividend Reinvestment Plan are to be tendered.
[_]By checking this box, the undersigned represents that the undersigned is
a participant in the Company's Dividend Reinvestment Plan and hereby
tenders the following number of Shares held in the Dividend Reinvestment
Plan account of the undersigned at Mellon Bank, N.A.:
Shares*
* The undersigned understands and agrees that all Shares held in the
Dividend Reinvestment Plan account of the undersigned at Mellon Bank,
N.A. will be tendered if the above box is checked and the space above is
left blank.
4
<PAGE>
ODD LOTS
(See Instruction 6)
To be completed ONLY if Shares are being tendered
by or on behalf of a person owning beneficially, as
of the close of business on July 27, 1999, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_] was the beneficial owner as of the close of
business on July 27, 1999 of an aggregate of fewer
than 100 Shares, all of which are being tendered;
or
[_] is a broker, dealer, commercial bank, trust
company or other nominee that (i) is tendering,
for the beneficial owners thereof, Shares with
respect to which it is the record owner and (ii)
believes, based upon representations made to it by
each such beneficial owner, that such beneficial
owner owned beneficially as of the close of
business on July 27, 1999 an aggregate of fewer
than 100 Shares, and is tendering all of such
Shares.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 7, 8 and 9)
(See Instructions 1, 7, 8 and 9)
To be completed ONLY if the
To be completed ONLY if the check for the purchase price of
check for the purchase price of Shares purchased (less the amount
Shares purchased (less the amount of any federal income and backup
of any federal income and backup withholding tax required to be
withholding tax required to be withheld) and certificates for
withheld) and certificates for Shares not tendered or not
Shares not tendered or not purchased are to be mailed to
purchased are to be issued in the someone other than the
name of someone other than the undersigned or to the undersigned
undersigned. at an address other than that
shown below the undersigned's
signature.
Issue check and certificate(s)
to:
Deliver check and certificates
Name: ____________________________ to:
(Please Print)
Name: ____________________________
Address: _________________________ (Please Print)
---------------------------------- Address: _________________________
(Include Zip Code)
----------------------------------
---------------------------------- (Include Zip Code)
(Taxpayer Identification No.)
----------------------------------
(Taxpayer Indentification Number)
5
<PAGE>
SIGN HERE
(Please Complete Substitute Form W-9 below)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signature(s) of Owner(s)
Name(s) ______________________________________________________________________
(Please Print)
Capacity (full title) ________________________________________________________
Address ______________________________________________________________________
(Include Zip Code)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Daytime Area Code and Telephone Number _______________________________________
Dated ________________________________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person operating
in a fiduciary or representative capacity, please set forth full title and
see Instruction 7.)
Guarantee of Signature(s), if required (See Instructions 1 and 7)
Name of Firm _________________________________________________________________
Address (Include Zip Code) ___________________________________________________
Authorized Signature _________________________________________________________
Name(s) ______________________________________________________________________
Area Code and Telephone Number _______________________________________________
Dated ________________________________________________________________________
6
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks and brokerage houses) which is a participant
in the Securities Transfer Agents Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any
participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) tendered herewith and such
holder(s) have not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 7.
2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedure. You should use this Letter of Transmittal only if you are either
forwarding certificates herewith or causing the Shares to be delivered by
book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. In order for you to validly tender Shares, certificates for
all physically delivered Shares or a confirmation of a book-entry transfer of
all Shares delivered electronically into the Depositary's account at the Book-
Entry Transfer Facility, as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of
its addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date (as defined in the Offer to Purchase).
If you cannot deliver your Shares and all other required documents to the
Depositary by the Expiration Date, you must tender your Shares pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company must be
received by the Depositary by the Expiration Date and (c) the certificates for
all physically delivered Shares or a confirmation of a book-entry transfer of
all Shares delivered electronically into the Depositary's account at the Book-
Entry Transfer Facility, as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by this Letter of Transmittal, must be received by the Depositary within three
New York Stock Exchange, Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
The method of delivery of all documents, including Share certificates, is at
your option and risk. If you choose to deliver the documents by mail,
registered mail with return receipt requested, properly insured, is
recommended.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal
(or facsimile thereof), you waive any right to receive any notice of the
acceptance for payment of the Shares.
3. Inadequate Space. If the space provided in the box captioned "Description
of Shares Tendered" is inadequate, you should list the certificate numbers
and/or the number of Shares on a separate signed schedule attached hereto.
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If you wish to tender (offer to sell) fewer than all of the Shares
represented by any certificates that you deliver to the Depositary, fill in
the number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such case, a new certificate for the remainder of the
Shares represented by the old certificate will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as promptly as practicable
after the expiration or termination of the Offer. Unless you indicate
otherwise, all Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered.
5. Indication of Price at Which Shares Are Being Tendered. In order to
validly tender by this Letter of Transmittal, you must either:
(a) check the box under "Shares Tendered at Price Determined by Modified
Dutch Auction;" OR
(b) check the box indicating the price per Share at which you are
tendering Shares under "Shares Tendered at Price Determined by
Shareholder."
7
<PAGE>
By checking the box under "Shares Tendered at Price Determined by Modified
Dutch Auction," you agree to accept the Purchase Price resulting from the
modified Dutch auction tender process, which may be as low as $23.00 or as
high as $26.00 per Share. By checking a box under "Shares Tendered at Price
Determined by Shareholder," you acknowledge that doing so could result in none
of the Shares being purchased if the Purchase Price for the Shares is less
than the price that you checked.
You may only check one box. If you check more than one box or no boxes, then
you will not be deemed to have validly tendered your Shares. If you wish to
tender portions of your Share holdings at different prices, you must complete
a separate Letter of Transmittal for each price at which you wish to tender
each such portion of your Shares. You cannot tender the same Shares at more
than one price (unless you previously tendered and withdrew those Shares, as
provided in Section 4 of the Offer to Purchase).
6. Odd Lots. As described in Section 2 of the Offer to Purchase, if the
Company purchases less than all Shares tendered and not withdrawn before the
Expiration Date, the Shares purchased first will consist of all Shares
tendered by any shareholder who owned beneficially, as of the close of
business on July 27, 1999, an aggregate of fewer than 100 Shares and who
tenders all of such Shares. Even if you otherwise qualify for the "odd lot"
preferential treatment, you will not receive such preferential treatment
unless you complete the box captioned "Odd Lots."
7. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made, or
Shares not tendered or not purchased are to be returned in the name of any
person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Purchaser of the authority of such person so to act must be submitted.
8. Stock Transfer Taxes. Except as provided in this Letter of Transmittal,
the Company will pay any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the Purchase Price is to be made to, or Shares not tendered or not
purchased are to be returned in the name of, any person other than the
registered holder(s), or tendered Shares are registered in the name of a
person other than the name of the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposted on the
registered holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted.
8
<PAGE>
9. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares accepted for payment is to be issued in the name of,
and/or Share certificates for Shares not accepted for payment or not tendered
are to be issued in the name of and/or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Any
stockholder(s) delivering Shares by book-entry transfer may request that
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such stockholder(s) may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, any such
Shares not purchased will be returned by crediting the account at the Book-
Entry Transfer Facility designated above as the account from which such Shares
were delivered.
10. Federal Income Tax Withholding. Under the federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payments made
to certain shareholders pursuant to the Offer. In order to avoid such backup
withholding, each tendering shareholder must provide the Depositary with such
shareholder's correct taxpayer identification number by completing the
Substitute Form W-9 set forth above. In general, if a shareholder is an
individual, the taxpayer identification number is the social security number
of such individual. If the Depositary is not provided with the correct
taxpayer identification number, the shareholder may be subject to a $50
penalty imposed by the Internal Revenue Service and payments that are made to
such shareholder pursuant to the Offer may be subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Depositary that a foreign individual
qualifies as an exempt recipient, such shareholder must submit an IRS Form W-
8, signed under penalties of perjury, attesting to that individual's exempt
status. Such statements can be obtained from the Depositary. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number
if you do not have one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person subject to backup withholding will be reduced
by the amount of the tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Unless the Company determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because gross proceeds paid pursuant to the Offer are effectively
connected with the conduct of a trade or business within the United States,
the Company will be required to withhold federal income tax at a rate of 30%
from such gross proceeds paid to a foreign shareholder or his agent. For this
purpose, a foreign shareholder is any shareholder that is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or (iii) any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source. The Company will determine the applicable
rate of withholding by reference to a shareholder's address, except if facts
and circumstances indicate such reliance is not warranted or if applicable law
(for example, an applicable tax treaty or Treasury regulations thereunder)
requires some other method for determining a shareholder's residence. A
foreign shareholder may be eligible to file for a refund of such tax or a
portion of such tax if such shareholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described in the Offer to Purchase under the caption "Certain Federal
Income Tax Consequences" or if such shareholder is entitled to a reduced rate
of withholding pursuant to a treaty and the Company withheld at a higher rate.
In order to claim an exemption from withholding on the grounds that gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign shareholder must
deliver to the Depositary a properly executed Form 4224 claiming exemption.
Such forms can be obtained from ChaseMellon Shareholder
9
<PAGE>
Services, L.L.C., the Information Agent for the Offer, at the address and
telephone number listed on the last page of this Letter of Transmittal.
Foreign shareholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and the refund procedure.
11. Irregularities. All questions as to Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company in its sole discretion, which determinations shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Shares it determines not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, Donaldson, Lufkin &
Jenrette Securities Corporation, the Dealer Manager for the Offer (the "Dealer
Manager"), the Depositary, the Information Agent or any other person is or
will be obligated to give notice of any defects or irregularities in tenders
and none of them will incur any liability for failure to give any such notice.
12. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal should be directed to the Information Agent and the Dealer Manager
at their respective addresses and telephone numbers set forth below.
13. Dividend Reinvestment Plan. Shareholders who participate in the
Company's Dividend Reinvestment Plan who want to tender Shares held under that
plan pursuant to the Offer should mark the box under "DIVIDEND REINVESTMENT
PLAN" and indicate the number of Shares that are to be tendered. If such box
is marked but the number of Shares to be tendered is not indicated, all Shares
held for the shareholder's account in the Company will be tendered. Such
Shareholders must also follow the instructions for indicating the price per
Share listed under "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED." If no price is indicated, there is no valid tender of Shares.
Shareholders wishing to tender Shares at more than one price must completely
fill out one Letter of Transmittal for each price indicated. The same Shares
cannot be tendered at more than one price (unless those Shares were previously
tendered and withdrawn).
10
<PAGE>
PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW
----------------------
SUBSTITUTE Social Security Number
FORM W-9 (If awaiting TIN write
Department of the "Applied For")
Treasury
Internal Revenue OR
Service
----------------------
Payer's Request for Employer Identification
Taxpayer Number
Identification Number (If awaiting TIN write
(TIN) "Applied For")
--------------------------------------------------------
Part 2--Certificate--Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued for me), and
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of under-reporting interest or dividends on
your tax returns. However, if after being notified by
the IRS that you are subject to backup withholding,
you receive another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out such item (2). (Also see instructions
in the enclosed Guidelines).
--------------------------------------------------------
Part 3--
SIGNATURE ______________ DATE ___, 1999 Awaiting
TIN [_]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Officer or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number to the
Depositary by the time of payment, 31% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if
I provide a certified Taxpayer Identification Number to the Depositary within
sixty (60) days.
SIGNATURE ___________________________________________ DATE ___________, 1999
11
<PAGE>
The Information Agent for the Offer is:
[LOGO] ChaseMellon
Shareholder Services
450 West 33rd Street--14th Floor
New York, New York 10001
Banks and brokers call collect:
212-273-8083
All others call toll free:
1-800-953-2497
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10172
(212) 892-7736
or
(212) 892-3742
12
<PAGE>
Exhibit (a)(3)
NOTICE OF GUARANTEED DELIVERY
(Not to Be Used for Signature Guarantee)
To Tender Shares of Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
of
UGI Corporation
Pursuant to its Offer to Purchase dated August 2, 1999
The attached form, or a form substantially equivalent to the attached form,
must be used to accept the Offer (as defined below) if certificates for shares
of common stock, no par value (the "Common Stock"), including the associated
rights to purchase shares of Series A Junior Participating Preference Stock
pursuant to the Rights Agreement, dated as of April 29, 1986, between UGI
Corporation, a Pennsylvania corporation (the "Company") and Mellon Bank, N.A.,
successor to Mellon Bank (East) N.A., as Rights Agent, as amended
(collectively with the Common Stock, the "Shares") of the Company and all
other documents required by the Letter of Transmittal cannot be delivered to
the Depositary by the expiration of the Offer. Such form may be delivered by
hand, facsimile transmission or mail to the Depositary. See Section 3 of the
Offer to Purchase.
To: ChaseMellon Shareholder Services, L.L.C., Depositary
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
Post Office Box 3301 120 Broadway--13th Floor 85 Challenger Road
South Hackensack, NJ New York, NY 10271 Ridgefield Park, NJ 07660
07606 Attn: Reorganization Attn: Reorganization
Attn: Reorganization Department Department
Department
(registered or certified
mail recommended)
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
Delivery of this Notice of Guaranteed Delivery to an address other than
those shown above or transmission of instructions via a facsimile number other
than that listed above does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to UGI Corporation, a Pennsylvania
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 2, 1999 (the "Offer to Purchase")
and the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number (indicated below) of
shares of common stock, no par value (the "Common Stock"), including the
associated rights to purchase shares of Series A Junior Participating
Preference Stock pursuant to the Rights Agreement, dated as of April 29, 1986,
between the Company and Mellon Bank, N.A., successor to Mellon Bank (East)
N.A., as Rights Agent, as amended (collectively with the Common Stock, the
"Shares"), at prices specified herein, not greater than $26.00 nor less than
$23.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal.
2
<PAGE>
NUMBER OF SHARES BEING TENDERED HEREBY
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
---------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
---------------
SHARES TENDERED AT PRICE DETERMINED BY MODIFIED DUTCH AUCTION
[_] The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box, the
undersigned hereby tenders Shares and is willing to accept the Purchase
Price resulting from the modified "Dutch auction" tender process. This
action will result in receiving a price per Share of as low as $23.00 or as
high as $26.00.
--OR--
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below, the undersigned hereby tenders Shares at
the price checked. This action could result in none of the Shares being
purchased if the Purchase Price for the Shares is less than the price checked.
If the Purchase Price for the Shares is equal to or greater than the price
checked, then the Shares purchased by the Company will be purchased at the
Purchase Price. A shareholder who desires to tender Shares at more than one
price must complete a separate Notice of Guaranteed Delivery for each price at
which Shares are tendered. The same Shares cannot be tendered at more than one
price (unless those Shares were previously tendered and withdrawn).
<TABLE>
<S> <C> <C> <C> <C>
$23.000 [_] $23.125 [_] $23.250 [_] $23.375 [_] $23.500 [_]
$23.625 [_] $23.750 [_] $23.875 [_] $24.000 [_] $24.125 [_]
$24.250 [_] $24.375 [_] $24.500 [_] $24.625 [_] $24.750 [_]
$24.875 [_] $25.000 [_] $25.125 [_] $25.250 [_] $25.375 [_]
$25.500 [_] $25.625 [_] $25.750 [_] $25.875 [_] $26.000 [_]
</TABLE>
3
<PAGE>
Number of Shares:___________________ SIGN HERE
Certificate Nos. (if available): ------------------------------------
------------------------------------ ------------------------------------
Signatures
Dated:______________________________
------------------------------------
Name of Shareholders:
------------------------------------
------------------------------------
If Shares will be tendered by book-
entry transfer: ------------------------------------
(Please Type or Print)
Name of Tendering Institution:
------------------------------------
------------------------------------
------------------------------------
------------------------------------ (Address)
Account Number:__________________ at ------------------------------------
The Depository Trust Company
------------------------------------
(Zip Code)
------------------------------------
------------------------------------
(Area Code and Telephone No.)
------------------------------------
------------------------------------
(Taxpayer ID No. or Social Security
No.)
ODD LOTS
(See Instruction 6 of the Letter of Transmittal)
The undersigned either (check one box):
[_] was the beneficial owner as of the close of business on July 27, 1999, of
an aggregate of fewer than 100 Shares, all of which are being tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner and (ii) believes, based upon representations
made to it by each such beneficial owner, that such beneficial owner owned
beneficially as of the close of business on July 27, 1999, an aggregate of
fewer than 100 Shares, and is tendering all of such Shares.
4
<PAGE>
GUARANTEE
(Not to Be Used for Signature Guarantees)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office, branch or agency in
the United States, guarantees (a) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Shares complies
with Rule 14e-4 and (c) to deliver to the Depositary the Shares tendered
hereby, together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), unless an Agent's Message is utilized,
and any other required documents, all within three New York Stock Exchange,
Inc. trading days of the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the same time period herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm:_______________________ ------------------------------------
Authorized Signature
Address:____________________________
Name:_______________________________
------------------------------------ Please Print
Zip Code
Title:______________________________
Area Code & Tel. No:________________
Date:________________________ , 1999
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
5
<PAGE>
Exhibit (a)(4)
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
(212) 892-7736
or
(212) 892-3742
Offer by
UGI Corporation
To Purchase For Cash
Up to 4,500,000 Shares of Its Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
August 2, 1999
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees
We have been appointed by UGI Corporation, a Pennsylvania corporation (the
"Company"), to act as Dealer Manager in connection with the Company's offer to
purchase for cash up to 4,500,000 shares of its common stock, no par value
(the "Common Stock"), including the associated rights to purchase shares of
Series A Junior Participating Preference Stock pursuant to the Rights
Agreement, dated as of April 29, 1986, between the Company and Mellon Bank,
N.A., successor to Mellon Bank (East) N.A., as Rights Agent, as amended
(collectively with the Common Stock, the "Shares"), at prices specified by
shareholders, not greater than $26.00 nor less than $23.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 2, 1999 and in the related Letter of
Transmittal (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than $26.00
nor less than $23.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the lowest Purchase Price
that will allow it to purchase 4,500,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $26.00 nor less
than $23.00 per Share) pursuant to the Offer. All shareholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. The Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal, including the provisions relating to "odd lot"
tenders and proration described in the Offer to Purchase.
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to certain conditions set forth in
Section 6 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated August 2, 1999;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
1
<PAGE>
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Offer; and
5. Return envelope addressed to ChaseMellon Shareholder Services, L.L.C.,
the Depositary, for your use only.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, AUGUST 27,1999, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. The Company will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 8 of the Letter of Transmittal. No broker,
dealer, bank, trust company or fiduciary shall be deemed to be either our
agent or the agent of the Company, the Information Agent or the Depositary for
the purposes of the Offer.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
Donaldson, Lufkin & Jenrette
Securities Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
Exhibit (a)(5)
Offer by
UGI Corporation
To Purchase for Cash
Up to 4,500,000 Shares of Its Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 27,
1999, UNLESS THE OFFER IS EXTENDED.
August 2, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated August 2,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by UGI
Corporation, a Pennsylvania corporation (the "Company"), to purchase up to
4,500,000 shares of its common stock, no par value (the "Common Stock"),
including the associated rights to purchase shares of Series A Junior
Participating Preference Stock pursuant to the Rights Agreement, dated as of
April 29, 1986, between the Company and Mellon Bank, N.A., successor to Mellon
Bank (East) N.A., as Rights Agent, as amended (collectively with the Common
Stock, the "Shares"), at prices specified by shareholders, not greater than
$26.00 nor less than $23.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the related Letter of Transmittal.
The Company will determine a single per Share price (not greater than $26.00
nor less than $23.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the lowest Purchase Price
that allows it to purchase 4,500,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $26.00 nor less
than $23.00 per Share) pursuant to the Offer. All shareholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. The Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the provisions relating to
"odd lot" tenders and proration described in the Offer to Purchase.
We are the holder of record of Shares held for your account. As the holder
of record of your Shares, only we, pursuant to your instructions, can tender
your Shares. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for
your account.
As described in the Offer to Purchase, the Company reserves the right to
purchase more than 4,500,000 Shares but does not currently plan to do so. The
Company will return all Shares not purchased, including Shares not purchased
as a result of proration, at no cost to shareholders.
We request your instructions as to whether you wish us to tender any or all
of the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. Price. You may tender (offer to sell) Shares for cash at either the price
specified by you (in multiples of $0.125), not greater than $26.00 nor less
than $23.00 per Share or at the price determined by the modified "Dutch
auction," as indicated in the attached instruction form.
<PAGE>
2. Expiration Date. The Offer, proration period and withdrawal rights expire
at 12:00 midnight, New York City time on August 27, 1999, unless the Company
extends the Offer.
3. Conditions. The Offer is not conditioned upon any minimum number of
Shares being tendered. The Offer is subject, however, to the conditions set
forth in Section 6 of the Offer to Purchase.
4. Transfer Taxes. Any stock transfer taxes applicable to the sale of Shares
to the Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 8 of the Letter of Transmittal.
5. Special Treatment for "Odd Lot" Holders. If you owned beneficially as of
the close of business on July 27, 1999, an aggregate of fewer than 100 Shares
and you timely instruct us to tender (offer to sell) at or below the Purchase
Price on your behalf all such Shares and check the box captioned "Odd Lots" on
the instruction form, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other Shares properly tendered and not
withdrawn.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instructions
form on the detachable part hereof. An envelope to return your instructions to
us is enclosed. If you authorize us to tender your Shares, we will tender all
of your Shares unless you specify otherwise on the detachable part hereof.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, AUGUST 27, 1999, UNLESS THE COMPANY EXTENDS THE
OFFER.
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the offer are to be purchased by the Company, the Company will
purchase up to 4,500,000 Shares (or such higher number as it may, in its sole
discretion, elect) in the following order of priority:
(a) all "odd lot" Shares tendered at or below the Purchase Price and not
withdrawn prior to the expiration of the Offer by any shareholder who owned
beneficially as of the close of business on July 27, 1999 an aggregate of
fewer than 100 Shares, and who validly tenders all of such Shares (partial
tenders will not qualify for this preference); and
(b) then, after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the expiration of the Offer, on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Donaldson, Lufkin & Jenrette Securities
Corporation or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
2
<PAGE>
Instructions with Respect to the
Offer to Purchase for Cash
Up to 4,500,000 Shares of Common Stock
(Including the Associated Rights to Purchase Shares of Series A Junior
Participating Preference Stock)
of
UGI Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated August 2, 1999, and the related Letter of Transmittal (which
together constitute the "Offer"), in connection with the Offer by UGI
Corporation (the "Company") to purchase for cash up to 4,500,000 shares of its
common stock, no par value (the "Common Stock"), including the associated
rights to purchase shares of Series A Junior Participating Preference Stock
pursuant to the Rights Agreement, dated as of April 29, 1986, between the
Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights
Agent, as amended (collectively with the Common Stock, the "Shares"), at a
price not greater than $26.00 nor less than $23.00 per Share, net to the
undersigned in cash.
The Company will determine a single per Share price (not greater than $26.00
nor less than $23.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price") taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 4,500,000 Shares (or such lesser number as are
validly tendered at prices not greater than $26.00 nor less than $23.00 per
Share) pursuant to the Offer. All shareholders whose Shares are purchased by
the Company will receive the Purchase Price for each Share purchased in the
Offer.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
[_] By checking this box, all Shares held by us for your account, excluding
fractional Shares, will be tendered. If fewer than all Shares are to be
tendered, please check the box and indicate below the aggregate number of
Shares to be tendered by us: Shares*
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
ODD LOTS
[_] By checking this box, the undersigned represents that the undersigned
owned beneficially as of the close of business on July 27, 1999, an
aggregate of fewer than 100 Shares and is tendering all of such Shares. My
indication as to whether I wish to tender my Shares at the price determined
by modified "Dutch auction" or at the price I specify is indicated below.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
----------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
----------------
SHARES TENDERED AT PRICE DETERMINED BY MODIFIED DUTCH AUCTION
[_] The undersigned wants to maximize the chance of having the Company
purchase all of the Shares that the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box instead of
one of the price boxes below, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the modified Dutch
auction tender process. This action will result in receiving a price per
Share of as low as $23.00 or as high as $26.00.
-- OR--
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below instead of the box above, the undersigned
hereby tenders Shares at the price checked. This action could result in none
of the Shares being purchased if the Purchase Price for the Shares is less
than the price checked. If the Purchase Price for the Shares is equal to or
greater than the price checked, then the Shares purchased by the Company will
be purchased at the Purchase Price. A shareholder who desires to tender Shares
at more than one price must complete a separate instruction form for each
price at which Shares are tendered. The same Shares cannot be tendered at more
than one price (unless those Shares were previously tendered and withdrawn).
Price (in dollars) per Share at which Shares are being tendered:
<TABLE>
<S> <C> <C> <C> <C>
$23.000 [_] $23.125 [_] $23.250 [_] $23.375 [_] $23.500 [_]
$23.625 [_] $23.750 [_] $23.875 [_] $24.000 [_] $24.125 [_]
$24.250 [_] $24.375 [_] $24.500 [_] $24.625 [_] $24.750 [_]
$24.875 [_] $25.000 [_] $25.125 [_] $25.250 [_] $25.375 [_]
$25.500 [_] $25.625 [_] $25.750 [_] $25.875 [_] $26.000 [_]
</TABLE>
4
<PAGE>
SIGN HERE
---------------------------------------------------------------
---------------------------------------------------------------
Signatures
Dated: _______________________________________________________
Name of Shareholders:
---------------------------------------------------------------
---------------------------------------------------------------
(Address)
---------------------------------------------------------------
---------------------------------------------------------------
(Zip Code)
---------------------------------------------------------------
---------------------------------------------------------------
(Area Code and Telephone No.)
---------------------------------------------------------------
---------------------------------------------------------------
(Taxpayer ID No. or Social Security No.)
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
5
<PAGE>
Exhibit (a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payor--
Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-
0000. Employer Identification Numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payor.
<TABLE>
<CAPTION>
Give the NAME and Give the NAME and
SOCIAL SECURITY SOCIAL SECURITY
For this type of account: NUMBER of -- For this type of account: NUMBER of --
- ------------------------- ------------------ ------------------------- -----------------
<S> <C> <C> <C>
1. One individual The individual 9. Sole proprietorship The owner (4)
2. Two or more individuals The actual owner of the 10. A valid trust, estate, Legal entity (Do not
(joint account) account or, if combined or pension trust furnish the identifying
funds, the first individual number of the personal
on the account (1) representative or trustee
unless the legal entity
itself is not designated
in the account title.) (5)
3. Husband and wife (joint The actual owner of the 11. Corporation The corporation
account) account or, if joint funds,
either person (1)
4. Custodian account of a The minor (2) 12. Association, club, The organization
minor (Uniform Gift to religious, charitable
Minors Act) or educational, or
other tax-exempt
organization
5. Adult and minor (joint The adult, or, if the 13. Partnership held in The partnership
account) minor is the only the name of the
contributor, the minor (2) business
6. Account in the name of The ward, minor, or 14. A broker or The broker or nominee
guardian or committee for incompetent (3) registered nominee
a designated ward, minor,
or incompetent person
7. a. The usual revocable The grantor-trustee (1) 15. Account with the The public entity
savings trust (grantor is Department of
also trustee) Agriculture in the
The actual owner (1) name of a public
b. So-called trust account entity (such as a state
that is not a legal or or local government,
valid trust under state school district, or
law prison) that receives
agricultural program
payments
8. Sole proprietorship The owner (4)
</TABLE>
- --------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Circle the ward's name, the minor's name, or the incompetent person's name
and furnish such person's SSN or EIN.
(4) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or EIN.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Card (for
individuals) or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), from the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on interest and dividend
payments include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
. The United States or any agency or instrumentality thereof.
. A state, the District of Columbia, a possession of the United States, or any
political subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S.,
Washington, D.C., or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or who is listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
Payments Exempt from Backup Withholding
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You will be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and you have
not provided your correct taxpayer identification number to the payor.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
. Payments described in section 6049(b)(5) of the Code to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments of mortgage interest to you.
Exempt payees described above should file Substitute Form W-9 with the payor
to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT
SUBJECT TO BACKUP WITHHOLDING, FILE WITH, PAYOR A COMPLETED INTERNAL REVENUE
FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A, and 6050N of the Code.
Privacy Act Notice -- Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payors, who must report the payments to the IRS. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. Payors must be given the numbers whether or not recipients are required
to file a tax return. Payors must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a correct
taxpayer identification number to a payor. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number -- If you fail
to furnish your correct taxpayer identification number to a requester, you are
subject to penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
Exhibit (a)(7)
IMMEDIATE ATTENTION REQUIRED
August 2, 1999
Re: The UGI Utilities, Inc. Savings Plan and the AmeriGas Propane, Inc.
Savings Plan
Dear Plan Participant:
Our records reflect that, as a participant in one of the plans above
(collectively, the "Plan"), all or a portion of your individual account is
invested in the UGI Common Stock Fund (the "Stock Fund"). UGI Corporation (the
"Company") has initiated an offer to purchase up to 4,500,000 shares of its
common stock.
Enclosed are tender offer materials and a Direction Form that require your
immediate attention. These materials describe an offer to purchase up to
4,500,000 shares of Company common stock, including certain associated rights,
at prices not greater than $26.00 nor less than $23.00. As described below,
you have the right to instruct Fidelity Management Trust Company ("Fidelity"),
as trustee of the Plan, concerning whether to "tender" (offer to sell) all or
a portion of the shares of Company common stock credited to your individual
account under the Plan, and at which price or prices.
You will need to complete the enclosed Direction Form and return it to
Fidelity in the enclosed return envelope so that it is RECEIVED by 12:00
Midnight, Eastern time, on August 24, 1999, unless the offer is extended.
IMPORTANT: Please complete and return the enclosed Direction Form even if you
decide not to participate in the tender offer described below.
The remainder of this letter summarizes the transaction, your rights under
the Plan, the effect of the tender on your individual account, and the
procedures for completing the Direction Form. You should also review the more
detailed explanation provided in the other tender offer materials including
the Offer to Purchase (as defined below) and the related Letter of
Transmittal, enclosed with this letter.
BACKGROUND
The Company has made a tender offer to purchase up to 4,500,000 shares of
Company common stock, including certain associated rights (collectively with
the common stock, the "Shares"), at prices not greater than $26.00 nor less
than $23.00. The enclosed Offer to Purchase dated August 2, 1999 (the "Offer
to Purchase"), and the related Letter of Transmittal (together with the Offer
to Purchase, the "Offer") set forth the objectives, terms and conditions of
the Offer and are being provided to all of the Company's shareholders.
Shares held by the Plan may be tendered in the Offer. As of July 28, 1999,
the UGI Utilities, Inc. Savings Plan held approximately 144,403 Shares and the
AmeriGas Propane, Inc. Savings Plan held approximately 133,813 Shares. Only
Fidelity, as trustee of the Plan, can tender these Shares in the Offer.
Nonetheless, as a participant under the Plan with all or a portion of your
individual account invested in the Stock Fund, you have the right to direct
Fidelity whether or not to tender all or a portion of the Shares credited to
your individual account in the Plan, and at which price or prices.
Unless otherwise required by applicable law:
. Fidelity will tender or not tender Shares credited to individual
accounts in accordance with participant instructions.
. Fidelity will not tender Shares credited to individual accounts
for which it does not receive timely instructions. If you do not
complete the enclosed Direction Form and return it to Fidelity
on a timely basis, you will be deemed to have elected not to
participate in the Offer and no Shares credited to your
individual account will be tendered in the Offer.
<PAGE>
The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the trust agreement between the Company and Fidelity,
prohibit the sale of Shares to the Company for less than "adequate
consideration," which Fidelity will determine based on the prevailing
or closing market price of the Shares on or about the date the Shares
are tendered by Fidelity pursuant to the Offer (the "prevailing or
closing market price"). Accordingly, depending on the prevailing or
closing market price of the Shares on or about such date, Fidelity may
be unable to tender Shares at certain participant directed prices
within the offered range. In such event, Fidelity will tender or not
tender Shares as follows:
. If the prevailing or closing market price of the Shares is
greater than the price at which a participant directed his or
her Shares to be tendered but within the range of tender prices
offered, Fidelity will follow participant direction regarding
the percentage of Shares to be tendered but will increase the
price at which such Shares are to be tendered at the prevailing
or closing market price. This may result in some or all of such
Shares not being purchased by the Company.
. If the prevailing or closing market price of the Shares is
greater than the maximum tender price offered by the Company
($26.00 per Share), notwithstanding participant direction to
tender Shares in the Offer, no Shares will be tendered.
. If the prevailing or closing market price of the Shares is lower
than the price at which a participant directed his or her Shares
to be tendered, Fidelity will follow participant direction both
as to percentage of Shares to tender and as to the price at
which such Shares are tendered.
. Fidelity will not tender Shares for which it has received no
direction, or for which it has received a direction not to
tender, unless otherwise required by applicable law.
Please note that a tender of Shares credited to your individual
account under the Plan can be made only by Fidelity as the holder of
record. DO NOT COMPLETE THE ENCLOSED LETTER OF TRANSMITTAL; it is
furnished to you for your information only and cannot be used by you to
tender directly Shares credited to your individual account under the
Plan. If you wish to direct Fidelity concerning the tender of your
Shares in the Plan, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION
FORM.
Fidelity makes no recommendation as to whether to direct the tender
of Shares or whether to refrain from directing the tender of Shares.
EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
<PAGE>
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its affiliates
or agents will tabulate the Direction Forms. Neither Fidelity nor its
affiliates or agents will make the results of your individual direction
available to the Company.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed is a Direction Form which should be completed and returned to
Fidelity. Please note that the reverse side of the Direction Form indicates
next to your address how many Shares you have in your individual account as of
July 28, 1999. However, for purposes of the final tabulation, Fidelity will
apply your instructions to the number of Shares credited to your individual
account as of August 20, 1999 or as of a later date if the Offer is extended.
If you do not properly complete the Direction Form or do not return it by
the deadline specified, such Shares will be considered NOT TENDERED.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE
BOX:
[_] CHECK BOX 1 if you do not want the Shares credited to your
individual account tendered for sale in accordance with the terms of
the Offer and simply want the Plan to continue holding such Shares.
[_] CHECK BOX 2 if you do want the Shares credited to your individual
account tendered for sale in accordance with the terms of the Offer.
You must also complete the table immediately below Box 2. Specify the
percentage (in whole numbers) of Shares credited to your individual
account that you want to tender at each price indicated.
You may direct the tender of Shares credited to your individual account
at different prices by one or more of the following methods:
(a) You may elect to accept the per Share Purchase Price (as defined
below) resulting from the modified Dutch auction tender process, which
will result in receiving a price per Share as low as $23.00 or as high
as $26.00, for all or a portion of your Shares by stating the
percentage (in whole numbers) of Shares to be sold at such price.
(b) You may elect to tender all or a portion of your Shares at a
specific price by stating the percentage (in whole numbers) of Shares
to be sold at each price by filling in the percentage of such Shares on
the line immediately before such price. Leave a line blank if you want
no Shares tendered at that price.
The total percentage of Shares credited to your individual account may
not exceed 100%, but it may be less than 100%. If this percentage is
less than 100%, you will be deemed to have instructed Fidelity to
tender only that percentage of the Shares credited to your individual
account.
(2) Sign and date the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that it is
received by Fidelity at the address on the return envelope (P.O. Box
9142, Hingham, MA 02043) not later than 12:00 Midnight, Eastern time,
on Tuesday, August 24, 1999, unless the Offer is extended. If you wish
to return the Direction Form by overnight mail, please send it to
Management Information Services at 61 Accord Park Drive, Norwell, MA
02061. NO FACSIMILE TRANSMITTALS OF THE DIRECTION FORM WILL BE
ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on Tuesday, August 24, 1999, unless the Offer is
extended. In order to revoke your direction to tender Shares, you must submit
a new Direction Form which may be obtained by calling Fidelity at 1-800-835-
5092. Your new Direction
<PAGE>
Form must include your name, address and Social Security number. Upon receipt
of a new, completed and signed Direction Form, your previous direction will be
deemed canceled. You may re-tender any Shares credited to your individual
account by obtaining an additional Direction Form from Fidelity and repeating
the previous instructions for directing the tender as set forth in this
letter. The Direction Form with the latest date received by 12:00 Midnight,
Eastern time, on Tuesday, August 24, 1999 shall be deemed to revoke all prior
Direction Forms.
After 12:00 Midnight, Eastern time, on Tuesday, August 24, 1999, Fidelity
and its affiliates or agents will complete the tabulation of all participant
directions and Fidelity, as trustee of the Plan, will tender the appropriate
number of Shares, as described in the "BACKGROUND" section above. Unless the
Offer is terminated or amended in accordance with its terms, after the
expiration date of the Offer the Company will determine the per Share purchase
price (not greater than $26.00 nor less than $23.00) (the "Purchase Price"),
that allows the Company to purchase 4,500,000 Shares (or such lesser number as
are validly tendered and not withdrawn at prices not greater than $26.00 nor
less than $23.00 per Share). The Company will then buy all such Shares, up to
4,500,000, that were tendered at the Purchase Price or below. All participants
who tender Shares at or below the Purchase Price will receive the same per
Share Purchase Price for Shares accepted for purchase. If there is an excess
of Shares tendered over the exact number desired by the Company at the
Purchase Price, Shares tendered pursuant to the Offer may be subject to
proration, as set forth in Section 1 of the Offer to Purchase. If you direct
the tender of any Shares credited to your individual account at a price in
excess of the Purchase Price as finally determined, or in the event of
proration, those Shares not purchased in the Offer will remain allocated to
your individual account under the Plan.
The preferential treatment of holders of fewer than 100 Shares, "odd lot"
tender preference, as described in Section 2 of the Offer to Purchase, will
not be afforded to participants in the Plan, regardless of the number of
Shares held within their individual accounts.
EFFECT OF TENDER ON YOUR ACCOUNT
Freeze On Certain Transactions In Stock Fund
Regardless of whether or not you choose to participate in the Offer, the
Stock Fund accounts of all Plan participants will be temporarily frozen, and
will remain frozen until all tender offer processing has been completed. As of
4:00 p.m., Eastern Time, on Friday, August 20, 1999, you will NOT be able to
make exchanges out of the Stock Fund until all tender offer processing has
been completed. Further, all distributions, loans and withdrawals from
balances in the Stock Fund in the Plan will be frozen on and after that time.
However, balances in the Stock Fund will be utilized to calculate amounts
eligible for distributions, loans and withdrawals from other investment
options throughout the freeze. Contributions to and exchanges from other
investment options into the Stock Fund may continue throughout the tender
offer and will be unaffected by the freeze. Fidelity will complete processing
as soon as administratively possible. Fidelity anticipates that the processing
will be completed five to seven business days after receipt of proceeds from
the Company. Therefore, the freeze on the Stock Fund is anticipated to last
approximately 3-4 weeks.
Cash Proceeds From Tender Offer
For any Shares in the Plan that are tendered and purchased by the Company,
the Company will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN
WILL NOT RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL
REMAIN IN THE PLAN AND MAY BE WITHDRAWN AND DISTRIBUTED AFTER THE FREEZE ONLY
IN ACCORDANCE WITH THE NORMAL LOAN, WITHDRAWAL AND DISTRIBUTION TERMS OF THE
PLAN.
4
<PAGE>
The proceeds received with respect to Shares credited to your individual
account will be invested by Fidelity in the Fidelity Managed Income Portfolio
II Fund as soon as administratively possible after receipt of proceeds. You
may call Fidelity at 1-800-835-5092 after the processing is complete to learn
the effect of the tender on your individual account or to have the proceeds
from the sale of Shares which were invested in the Fidelity Managed Income
Portfolio II Fund invested in other investment options offered under the Plan.
CERTAIN TAX CONSEQUENCES
As with any other investment decision, your tender of the Shares credited to
your individual account may result in certain tax consequences. Neither the
Company nor Fidelity is giving you any tax advice. Therefore, you are urged to
consult with your tax advisor as to these consequences.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover, tender
offer materials directly from the Company which can be used to tender such
Shares directly to the Company. Those tender offer materials may not be used
to direct Fidelity to tender or not tender the Shares credited to your
individual account under the Plan. The direction to tender or not tender
Shares credited to your individual account under the Plan may only be made in
accordance with the procedures in this letter. Similarly, the enclosed
Direction Form may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender
Shares credited to your individual account under the Plan, please contact
Fidelity at 1-800-835-5092. If you require additional information concerning
the terms and conditions of the Offer, please call ChaseMellon Shareholder
Services, L.L.C., the information agent for the Offer, at 1-800-953-2497.
Sincerely,
Fidelity Management Trust Company
5
<PAGE>
UGI CORPORATION TENDER OFFER
TRUSTEE DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO
PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
INSTRUCTIONS
Carefully complete the reverse side of this Direction Form. Insert today's
date and sign your name in the spaces provided. Enclose the Direction Form in
the included postage prepaid envelope and mail it promptly. YOUR DIRECTION
FORM MUST BE RECEIVED BY FIDELITY AT THE ADDRESS ON THE ENCLOSED RETURN
ENVELOPE NOT LATER THAN 12:00 MIDNIGHT, EASTERN TIME. ON AUGUST 24, 1999.
UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM
EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER. Direction Forms that are
not fully or properly completed, dated, and signed, or that are received after
the deadline, will be ignored, and Fidelity will not tender the Shares
credited to your individual account under the Plan, unless otherwise required
by applicable law.
FIDELITY MAKES NO RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO DIRECT THE
TENDER OF SHARES, THE PRICE AT WHICH TO TENDER, OR TO REFRAIN FROM DIRECTING
THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
The number of Shares credited to your individual account under the Plan as
of July 28, 1999, is shown to the right of your address.
Date , 1999
---------------------------------
Your signature (Please sign as
your name appears at left)
(CHECK BOX ONE OR TWO)
[_] 1. Please refrain from tendering and continue to HOLD all Shares credited
to my individual account under the Plan.
[_] 2. Please TENDER Shares credited to my individual account under the Plan
in the percentage indicated below for each of the prices provided. (The
total of the percentages may NOT exceed 100%, but it may be less than or
equal to 100%). A blank space before a given price will be taken to mean
that no Shares credited to my account are to be tendered at that price.
FILL IN THE INFORMATION BELOW ONLY IF YOU HAVE CHECKED BOX 2.
Percentage of Shares Directed to be Tendered (The total of all
percentages must be less than or equal to 100%. If the total is less than
100%, you will be deemed to have directed Fidelity NOT to tender the remaining
percentage.)
% at the undersigned hereby tenders Shares and is willing to accept the
Purchase Price resulting from the modified Dutch auction tender process. This
action will result in receiving a price per Share of as low as $23.00 or as
high as $26.00.
<TABLE>
<S> <C> <C> <C> <C>
% at $23.000 % at $23.125 % at $23.250 % at $23.375 % at $23.500
% at $23.625 % at $23.750 % at $23.875 % at $24.000 % at $24.125
% at $24.250 % at $24.375 % at $24.500 % at $24.625 % at $24.750
% at $24.875 % at $25.000 % at $25.125 % at $25.250 % at $25.375
% at $25.500 % at $25.625 % at $25.750 % at $25.875 % at $26.000
</TABLE>
The undersigned hereby directs Fidelity Management Trust Company ("Fidelity"),
as Trustee of the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane
Inc. Savings Plan (collectively, the "Plan") to tender to UGI Corporation (the
"Company") in accordance with the Offer to Purchase, dated August 2, 1999 a
copy of which I have received and read, the indicated percentage of Shares in
the Company's common stock credited to my individual account under the Plan,
or to hold such shares in either case as provided above.
4
<PAGE>
EXHIBIT (a)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated August
2, 1999 and the related Letter of Transmittal and is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any jurisdiction
in which the making of the Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions whose laws
require that the Offer be made by a licensed broker or dealer, the Offer shall
be deemed to be made on behalf of the Company by Donaldson, Lufkin & Jenrette
Securities Corporation or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
Notice of Offer to Purchase for Cash
by
UGI Corporation
Up to 4,500,000 Shares of its Common Stock
(Including the Associated Rights to Purchase Shares of
Series A Junior Participating Preference Stock)
UGI Corporation, a Pennsylvania corporation (the "Company"), invites
holders of its common stock, no par value (the "Common Stock"), including the
associated rights to purchase shares of Series A Junior Participating Preference
Stock pursuant to the Rights Agreement, dated as of April 29, 1986, between the
Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights
Agent, as amended (collectively with the Common Stock, the "Shares"), to tender
their Shares at prices specified by such shareholders, not greater than $26.00
nor less than $23.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 2,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer").
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to certain conditions. See Section 6
of the Offer to Purchase for a description of the conditions to the Offer.
---------------------------------------------------------------------
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 27, 1999 (THE
"EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
---------------------------------------------------------------------
The Company will determine a single per Share price (not greater than
$26.00 nor less than $23.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 4,500,000 Shares (or such lesser number of Shares as
are validly tendered at prices not greater than $26.00 nor less than $23.00 per
Share) pursuant to the Offer. All shareholders whose Shares are purchased by the
Company will receive the Purchase Price for each Share purchased in the Offer.
Upon the terms and subject to the conditions of the Offer, including the
provisions thereof relating to proration and "odd lot" tenders, the Company will
purchase all Shares validly tendered at prices at or below the Purchase Price
and not withdrawn prior to the Expiration Date. Upon the terms and subject to
the conditions of the Offer, if more than 4,500,000 Shares have been validly
tendered and not withdrawn prior to the Expiration Date, the Company will
purchase Shares in the following order of priority:
(a) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any shareholder who owned beneficially
an aggregate of fewer than 100 Shares as of the close of business on July 27,
1999, and who validly tenders all of such Shares (partial tenders and
participants in the Company's employee savings plans will not qualify for this
preference); and
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis, if necessary (with appropriate adjustments
to avoid purchases of fractional Shares).
The Company expressly reserves the right, in its sole discretion, to (i)
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary (as defined below) or (ii)
amend the Offer in any respect by making a public announcement of such
amendment.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after September 27, 1999 unless previously
accepted for payment as provided in the Offer to Purchase. To be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth in the Offer
to Purchase and must specify the name of the person who tendered the Shares to
be withdrawn and the number of Shares to be withdrawn and the name of the
registered holder of the Shares, if different from that of the person who
tendered such Shares. If the Shares to be withdrawn have been delivered to the
Depositary, a signed notice of withdrawal (with signatures guaranteed by an
"Eligible Institution" (as defined in the Offer to Purchase), except in the case
of Shares tendered by an Eligible Institution) must be submitted prior to the
release of such Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the registered holder
(if different from that of the tendering shareholders) and the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn or,
in the case of Shares tendered by book-entry transfer, the name and number of
the account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) to be credited with the withdrawn Shares. Withdrawals may not be
rescinded and Shares withdrawn will thereafter be deemed not validly tendered
for purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in Section 3 of the Offer to Purchase
at any time prior to the Expiration Date.
For purposes of the Offer, the Company will be deemed to have accepted
for payment, subject to the proration and "odd lot" provisions of the Offer,
Shares that are validly tendered and not withdrawn as, if and when it gives oral
or written notice to ChaseMellon Shareholder Services, L.L.C. (the "Depositary")
of its acceptance for payment of such Shares.
While the Board of Directors believes that the Shares represent an
attractive investment for its continuing shareholders, the purpose of the Offer
is to provide shareholders with an opportunity to increase their liquidity by
tendering a portion of their Shares to the Company at a premium over recent
market prices for Shares. Additionally, the Company expects the Offer to
increase the long-term market value of its Shares. The Offer also enables the
Company to utilize its cash in a manner that directly benefits shareholders.
Neither the Company nor its Board of Directors makes any recommendation
to any shareholder whether to tender any or all Shares. The Company has been
advised that its directors and executive officers have not determined whether
to tender their Shares pursuant to the Offer. Shareholders must make their own
decision whether to tender Shares and, if so, how many Shares to tender.
The information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Offer to Purchase and related Letter of Transmittal will be mailed
to record holders of Shares of the Company and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and Letter of Transmittal contain important
information which should be read before any decision is made with respect to the
Offer.
Requests for copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or the Dealer Manager as set forth below, and copies will be furnished
promptly at the Company's expense.
The Information Agent for the Offer is:
[LOGO] ChaseMellon
Shareholder Services
450 West 33rd Street - 14th Floor
New York, New York 10001
Banks and Brokers call collect: (212) 273-8083
All others call toll free: (800) 953-2497
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10172
(212) 892-7736
or (212) 892-3742
August 2, 1999
<PAGE>
Exhibit (a)(9)
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, any 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
