<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO. 2
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Pennsylvania 23-2668356
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
</TABLE>
460 North Gulph Road, King of Prussia, PA
19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
<S> <C>
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
-----------------------------------
<PAGE> 2
The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended September 30, 1998 to include the financial statements
required by Form 11-K with respect to the UGI Utilities, Inc. Savings Plan and
the AmeriGas Propane, Inc. Savings Plan, as set forth herein:
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1), (2) The financial statements and financial statement schedules
incorporated by reference or included in this Report are listed in the
accompanying Index to Financial Statements and Financial Statement Schedules set
forth on page F-2 through F-3 of this Report, which is incorporated herein by
reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this Report are as follows (exhibits
incorporated by reference are set forth with the name of the registrant, the
type of report and registration number or last date of the period for which it
was filed, and the exhibit number in such filing):
-2-
<PAGE> 3
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
3.1 (Second) Amended and Restated Articles of UGI Amendment No. 1 on 3.(3)(a)
Incorporation of the Company Form 8 to Form 8-B
(4/10/92)
3.2 Bylaws of UGI as in effect since October
27, 1998
4 Instruments defining the rights of security
holders, including indentures. (The
Company agrees to furnish to the Commission
upon request a copy of any instrument
defining the rights of holders of its
long-term debt not required to be filed
pursuant to Item 601(b)(4) of Regulation
S-K)
4.1 Rights Agreement, as amended as of April UGI Form 8-K (4/17/96) 4.1
17, 1996, between the Company and Mellon Bank,
N.A., successor to Mellon Bank (East) N.A.,
as Rights Agent, and Assumption Agreement
dated April 7, 1992
4.2 The description of the Company's Common UGI Form 8-B/A (4/17/96) 3.(4)
Stock contained in the Company's
registration statement filed under the
Securities Exchange Act of 1934, as amended
4.3 UGI's (Second) Amended and Restated
Articles of Incorporation and Bylaws
referred to in 3.1 and 3.2 above
4.4 Utilities' Articles of Incorporation Utilities Form 8-K (9/22/94) 4(a)
4.5 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P.
America, Metropolitan Life Insurance (3/31/95)
Company, and certain other institutional
investors and AmeriGas Propane, L.P., New
AmeriGas Propane, Inc. and Petrolane
Incorporated
4.6 First Amendment dated as of September 12, AmeriGas Form 10-K (9/30/97) 4.5
1997 to Note Agreement dated as of April Partners, L.P.
12, 1995
</TABLE>
-3-
<PAGE> 4
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
4.7 Second Amendment dated as of September 15, AmeriGas Form 10-K (9/30/98) 4.6
1998 to Note Agreement dated as of April Partners, L.P.
12, 1995
10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K (9/30/95) 10.5
November 1, 1989 between Utilities and
Columbia, as modified pursuant to the orders
of the Federal Energy Regulatory Commission
at Docket No. RS92-5-000 reported at
Columbia Gas Transmission Corp., 64 FERC
Paragraph 61,060 (1993), order on rehearing,
64 FERC Paragraph 61,365 (1993)
10.2 Service Agreement (Rate FTS) dated June 1, Utilities Form 10-K (12/31/90) (10)o.
1987 between Utilities and Columbia, as
modified by Supplement No. 1 dated October
1, 1988; Supplement No. 2 dated November 1,
1989; Supplement No. 3 dated November 1,
1990; Supplement No. 4 dated November 1,
1990; and Supplement No. 5 dated January 1,
1991, as further modified pursuant to the
orders of the Federal Energy Regulatory
Commission at Docket No. RS92-5-000
reported at Columbia Gas Transmission
Corp., 64 FERC Paragraph 61,060 (1993),
order on rehearing, 64 FERC Paragraph 61,365
(1993)
10.3 Transportation Service Agreement (Rate Utilities Form 10-K (12/31/90) (10)p.
FTS-1) dated November 1, 1989 between
Utilities and Columbia Gulf Transmission
Company, as modified pursuant to the orders
of the Federal Energy Regulatory Commission in
Docket No. RP93-6-000 reported at Columbia Gulf
Transmission Co., 64 FERC Paragraph 61,060
(1993), order on rehearing, 64 FERC Paragraph
61,365 (1993)
10.4 Amended and Restated Sublease Agreement UGI Form 10-K (9/30/94) 10.35
dated April 1, 1988 between Southwest Salt
Co. and AP Propane, Inc. (the "Southwest
Salt Co. Agreement")
</TABLE>
-4-
<PAGE> 5
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
10.5 Letter dated September 26, 1994 pursuant to UGI Form 10-K (9/30/94) 10.36
Article 1, Section 1.2 of the Southwest
Salt Co. Agreement re: option to renew for
period of June 1, 1995 to May 31, 2000
10.6** UGI Corporation Directors Deferred UGI Form 10-K (9/30/94) 10.39
Compensation Plan dated August 26, 1993
10.7** UGI Corporation 1992 Stock Option and UGI Form 10-Q (6/30/92) (10)ee
Dividend Equivalent Plan, as amended May
19, 1992
10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q (6/30/96) 10.4
March 8, 1996
10.9** UGI Corporation Directors' Equity UGI Form 10-Q (3/31/97) 10.1
Compensation Plan
10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q (3/31/97) 10.2
Dividend Equivalent Plan
10.11** UGI Corporation 1992 Directors' Stock Plan UGI Form 10-Q (6/30/92) (10)ff
10.12** UGI Corporation Senior Executive Employee UGI Form 10-K (9/30/97) 10.12
Severance Pay Plan effective January 1, 1997
10.13** Change of Control Agreement between UGI UGI Form 10-K (9/30/97) 10.13
Corporation and Lon R. Greenberg
10.14** Form of Change of Control Agreement between UGI Form 10-K (9/30/97) 10.14
UGI Corporation and Mr. Bunn
10.15** Form of Change of Control Agreement between UGI Form 10-K (9/30/97) 10.15
UGI Corporation and each of Messrs.
Bovaird, Cuzzolina, Hall and Mendicino
10.16** 1997 Stock Purchase Loan Plan UGI Form 10-K (9/30/97) 10.16
10.17** UGI Corporation Supplemental Executive UGI Form 10-Q (6/30/98) 10
Retirement Plan Amended and Restated
effective October 1, 1996
</TABLE>
-5-
<PAGE> 6
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
10.18 Amended and Restated Credit Agreement dated AmeriGas Form 10-K 10.1
as of September 15, 1997 among AmeriGas Partners, L.P.
Propane, L.P., AmeriGas Propane, Inc., (9/30/97)
Petrolane Incorporated, Bank of America
National Trust and Savings Association, as
Agent, First Union National Bank, as
Syndication Agent and certain banks
10.19 First Amendment dated as of September 15, AmeriGas Form 10-K (9/30/98) 10.2
1998 to Amended and Restated Credit Partners, L.P.
Agreement
10.20 Intercreditor and Agency Agreement dated as AmeriGas Form 10-Q (3/31/95) 10.2
of April 19, 1995 among AmeriGas Propane, Partners, L.P.
Inc., Petrolane Incorporated, AmeriGas
Propane, L.P., Bank of America National
Trust and Savings Association ("Bank of
America") as Agent, Mellon Bank, N.A. as
Cash Collateral Sub-Agent, Bank of America
as Collateral Agent and certain creditors
of AmeriGas Propane, L.P.
10.21 General Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.3
April 19, 1995 among AmeriGas Propane, Partners, L.P.
L.P., Bank of America National Trust and
Savings Association and Mellon Bank, N.A.
10.22 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.4
April 19, 1995 among AmeriGas Propane, Partners, L.P.
L.P., Bank of America National Trust and
Savings Association as Collateral Agent and
Mellon Bank, N.A. as Cash Collateral Agent
10.23 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q (3/31/95) 10.5
April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P.
for the benefit of Bank of America National
Trust and Savings Association, as
Collateral Agent
</TABLE>
-6-
<PAGE> 7
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
10.24 Trademark License Agreement dated April 19, AmeriGas Form 10-Q (3/31/95) 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P.
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.25 Trademark License Agreement, dated April AmeriGas Form 10-Q (3/31/95) 10.7
19, 1995 among AmeriGas Propane, Inc., Partners, L.P.
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
10.26 Agreement dated as of May 1, 1996 between AmeriGas Form 10-K (9/30/97) 10.2
TE Products Pipeline Company, L.P. and Partners, L.P.
AmeriGas Propane, L.P.
13.1 Pages 13 through 43 of 1998 Annual Report
to Shareholders
13.2 Amendment No. 1 on Form 8-K/A to Form 8-K
dated July 11, 1997
21 Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP re:
Financial Statements of UGI Corporation
23.2 Consent of Arthur Andersen LLP re:
Financial Statements of AmeriGas Propane,
Inc.
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP re:
Financial Statements of UGI Utilities, Inc.
Savings Plan and AmeriGas Propane, Inc.
Savings Plan for Plan years ended September
30, 1998
*23.5 Consent of Arthur Andersen LLP re:
Financial Statements and Supplemental
Schedules of UGI Utilities, Inc. Savings
Plan and AmeriGas Propane, Inc. Savings
Plan for the three months ended December
31, 1998
27 Financial Data Schedule
</TABLE>
-7-
<PAGE> 8
INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------- ---------- ------ -------
<S> <C> <C> <C> <C>
*99 Financial Statements and Supplemental
Schedules of UGI Utilities, Inc. Savings
Plan and AmeriGas Propane, Inc. Savings
Plan for the three months ended December
31, 1998
</TABLE>
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
(b) Reports on Form 8-K:
The Company did not file any Current Reports on Form 8-K during the
last quarter of the fiscal year ended September 30, 1998.
-8-
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned.
UGI CORPORATION
Date: June 28, 1999 By: s/Anthony J. Mendicino
------------------------------
Anthony J. Mendicino
Vice President - Finance
and Chief Financial Officer
-9-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
23.5 Consent of Arthur Andersen LLP
99 Financial Statements and Supplemental Schedules of UGI Utilities,
Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the
three months ended December 31, 1998
</TABLE>
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 18, 1999 on our audit of the financial statements and
supplemental schedule of the AmeriGas Propane, Inc. Savings Plan for the three
months ended December 31, 1998 and the year ended September 30, 1998 and our
report dated June 9, 1999 on our audit of the financial statements and
supplemental schedules of the UGI Utilities, Inc. Savings Plan for the three
months ended December 31, 1998 and the year ended September 30, 1998, included
in UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A,
Amendment No. 2) for the fiscal year ended September 30, 1998, into UGI
Corporation's previously filed Form S-8 Registration Statement No. 33-47319;
Form S-3 Registration Statement No. 33-78776; Form S-8 Registration Statement
No. 33-61722; Form S-8 Registration Statement No. 333-22305 and Form S-8
Registration Statement No. 333-37093.
Arthur Andersen LLP
Chicago, Illinois
June 29, 1999
<PAGE> 1
Exhibit 99
Financial Statements and Supplemental Schedules
of UGI Utilities, Inc. Savings Plan
and AmeriGas Propane, Inc. Savings Plan
for the three months ended
December 31, 1998
<PAGE> 2
UGI UTILITIES, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the three months ended December 31, 1998
and the year ended September 30, 1998
-1-
<PAGE> 3
UGI UTILITIES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS: Page(s)
-------
<S> <C>
Report of Independent Public Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1998 and September 30, 1998 4 to 9
Statements of Changes in Net Assets Available for
Benefits for the three months ended December 31, 1998
and the year ended September 30, 1998 10 to 15
Notes to Financial Statements 16 to 27
Item 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1998 28 to 29
Item 27d - Schedule of Reportable Transactions for the three
months ended December 31, 1998 30
</TABLE>
-2-
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of
UGI Utilities, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") as of December
31, 1998 and September 30, 1998, and the related statements of changes in net
assets available for benefits for the three months ended December 31, 1998
and the year ended September 30, 1998, respectively. These financial
statements and the supplemental schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1998 and September 30, 1998 and the changes in net assets
available for benefits for the three months ended December 31, 1998 and the
year ended September 30, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
June 9, 1999
-3-
<PAGE> 5
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------
Fidelity Fidelity
Fidelity Managed Fidelity Fidelity Spartan
Cash Income Intermediate U. S. Bond U.S. Equity
Reserves Portfolio II Bond Index Index
TOTAL Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $47,387,403 $ 3,007,127 $ 7,317,528 $ 801,714 $ 97,065 $ 1,985,582
Loans to participants 1,334,510
Employers' contributions receivable 303,223 8,906 51,218 7,690 632 22,880
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $49,025,136 $ 3,016,033 $ 7,368,746 $ 809,404 $ 97,697 $ 2,008,462
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------
Fidelity Fidelity
Equity Fidelity Growth & Fidelity
Income Fidelity Puritan Income Balanced
Fund Fund Fund Portfolio Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $11,284,808 $ 1,719,694 $ 31,661 $ 36,116 $ 20,021
Loans to participants
Employers' contributions receivable 61,179 16,871 343 1,045 21
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $11,345,987 $ 1,736,565 $ 32,004 $ 37,161 $ 20,042
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity
Equity Real Estate Fidelity Growth Fidelity Capital
Income II Investment Magellan Company OTC Appreciation
Fund Portfolio Fund Fund Portfolio Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 2,984 $ 164 $15,935,862 $ 1,133,121 $ 16,464 $ 42
Loans to participants
Employers' contributions receivable 288 132 82,568 13,460 685 38
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 3,272 $ 296 $16,018,430 $ 1,146,581 $ 17,149 $ 80
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------
Fidelity Fidelity Fidelity
Blue Chip Low-Priced Small Cap
Growth Stock Selector
Fund Fund Fund
----------- ----------- -----------
<S> <C> <C> <C>
Trust investments (Note 3) $ 141,612 $ 14,175 $ 33,098
Loans to participants
Employers' contributions receivable 2,277 92 881
----------- ----------- -----------
Net assets available for benefits $ 143,889 $ 14,267 $ 33,979
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 7
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity
International Fidelity Fidelity Fidelity
Fidelity Growth & Fidelity Freedom Freedom Freedom
Overseas Income Worldwide Income 2000 2010
Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 512,192 $ 10,611 $ 2,774 $ 219,366 $ 156,341 $ 72,061
Loans to participants
Employers' contributions receivable 7,327 130 302 16 917 1,344
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $ 519,519 $ 10,741 $ 3,076 $ 219,382 $ 157,258 $ 73,405
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Fidelity Fidelity UGI
Freedom Freedom Common
2020 2030 Stock Participant
Fund Fund Fund Loans
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Trust investments (Note 3) $ 101,016 $ 18,796 $2,715,408
Loans to participants $1,334,510
Employers' contributions receivable 2,439 1,127 18,415
---------- ---------- ---------- ----------
Net assets available for benefits $ 103,455 $ 19,923 $2,733,823 $1,334,510
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 8
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF SEPTEMBER 30, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity
Cash Fixed Income Intermediate
Reserves Income Portfolio II Bond
TOTAL Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $40,084,418 $ 3,053,522 $ 1,985,693 $ 5,278,268 $ 849,079
Loans to participants 1,333,525
Employers' contributions receivable 1,064,821 24,854 209,995 25,610
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $42,482,764 $ 3,078,376 $ 1,985,693 $ 5,488,263 $ 874,689
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Fidelity
Fidelity Spartan Fidelity Fidelity
U. S. Bond U.S. Equity Equity Fidelity Growth &
Index Index Income Fidelity Puritan Income
Fund Fund Fund Fund Fund Portfolio
------ ---------- ----------- ---------- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $1,607,693 $ 9,856,218 $1,346,425
Loans to participants
Employers' contributions receivable $1,305 68,372 230,527 59,975 $208 $98
------ ---------- ----------- ---------- ---- ---
Net assets available for benefits $1,305 $1,676,065 $10,086,745 $1,406,400 $208 $98
====== ========== =========== ========== ==== ===
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 9
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF SEPTEMBER 30, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Equity Real Estate Fidelity Growth
Balanced Income II Investment Magellan Company
Fund Fund Portfolio Fund Fund
---- ---- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $12,361,716 $895,539
Loans to participants
Employers' contributions receivable $213 $115 $ 83 288,833 45,613
---- ---- ----------- ----------- --------
Net assets available for benefits $213 $115 $ 83 $12,650,549 $941,152
==== ==== =========== =========== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Fidelity
Fidelity Fidelity International
Fidelity Blue Chip Small Cap Fidelity Growth &
OTC Growth Selector Overseas Income
Portfolio Fund Fund Fund Fund
----- ------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 415,838
Loans to participants
Employers' contributions receivable $ 218 $ 4,193 $ 685 24,922 $ 255
----- ------- ----- --------- -----
Net assets available for benefits $ 218 $ 4,193 $ 685 $ 440,760 $ 255
===== ======= ===== ========= =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 10
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF SEPTEMBER 30, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity Fidelity UGI
Freedom Freedom Freedom Freedom Freedom Common
Income 2000 2010 2020 2030 Stock Participant
Fund Fund Fund Fund Fund Fund Loans
---------- ------ --- ------ ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $2,434,427
Loans to participants $1,333,525
Employers' contributions receivable $ 2,461 $3,306 $82 $2,677 $173 70,048
---------- ------ --- ------ ---- ---------- ----------
Net assets available for benefits $ 2,461 $3,306 $82 $2,677 $173 $2,504,475 $1,333,525
========== ====== === ====== ==== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE> 11
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity
Cash Fixed Income Intermediate
Reserves Income Portfolio II Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 1,239,750 $ 110,062 $ 167,540 $ 33,193
Employers' contributions 303,223 8,906 51,218 7,690
Investment income:
Dividends 1,083,200 37,444 99,639 12,202
Net appreciation (depreciation)
in value of investments 5,072,623 (10,865)
Other 29,649 2,005 $ 5 7,419 443
Transfers of participants'
balances, net (118,927) 71,464 (1,985,698) 1,849,699 (101,482)
------------ ----------- ----------- ----------- ---------
7,609,518 229,881 (1,985,693) 2,175,515 (58,819)
Less - Distributions to participants 1,067,146 292,224 295,032 6,466
------------ ----------- ----------- ----------- ---------
Net additions (deductions) 6,542,372 (62,343) (1,985,693) 1,880,483 (65,285)
Net assets available for benefits-
beginning of year 42,482,764 3,078,376 1,985,693 5,488,263 874,689
------------ ----------- ----------- ----------- ---------
Net assets available for benefits-
end of year $ 49,025,136 $ 3,016,033 $ -- $ 7,368,746 $ 809,404
============ =========== =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------
Fidelity
Fidelity Spartan Fidelity Fidelity
U. S. Bond U.S. Equity Equity Fidelity Growth &
Index Index Income Fidelity Puritan Income
Fund Fund Fund Fund Fund Portfolio
--------- ----------- ------------ ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 1,962 $ 89,842 $ 222,379 $ 84,753 $ 714 $ 1,582
Employers' contributions 632 22,880 61,179 16,871 343 1,045
Investment income:
Dividends 960 5,761 386,182 18,405 371 520
Net appreciation (depreciation)
in value of investments (170) 330,326 1,192,734 295,003 1,554 3,341
Other 802 4,888 733 62 94
Transfers of participants'
balances, net 93,008 (28,212) (439,717) (64,555) 28,752 30,481
--------- ----------- ------------ ----------- ------- -------
96,392 421,399 1,427,645 351,210 31,796 37,063
Less - Distributions to participants 89,002 168,403 21,045
--------- ----------- ------------ ----------- ------- -------
Net additions (deductions) 96,392 332,397 1,259,242 330,165 31,796 37,063
Net assets available for benefits-
beginning of year 1,305 1,676,065 10,086,745 1,406,400 208 98
--------- ----------- ------------ ----------- ------- -------
Net assets available for benefits-
end of year $ 97,697 $ 2,008,462 $ 11,345,987 $ 1,736,565 $32,004 $37,161
========= =========== ============ =========== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 10 -
<PAGE> 12
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Equity Real Estate Fidelity Growth
Balanced Income II Investment Magellan Company
Fund Fund Portfolio Fund Fund
-------- -------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 70 $ 210 $ 80 $ 327,733 $ 68,242
Employers' contributions 21 288 132 82,568 13,460
Investment income:
Dividends 205 205 4 386,997 71,168
Net appreciation (depreciation)
in value of investments 1,278 (46) (3) 2,955,439 124,818
Other 65 9,538 573
Transfers of participants'
balances, net 18,190 2,500 (281,696) (53,745)
-------- -------- ----------- ------------ ----------
19,829 3,157 213 3,480,579 224,516
Less - Distributions to participants 112,698 19,087
-------- -------- ----------- ------------ ----------
Net additions (deductions) 19,829 3,157 213 3,367,881 205,429
Net assets available for benefits-
beginning of year 213 115 83 12,650,549 941,152
-------- -------- ----------- ------------ ----------
Net assets available for benefits-
end of year $ 20,042 $ 3,272 $ 296 $ 16,018,430 $1,146,581
======== ======== =========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity
Fidelity Capital Blue Chip Low-Priced Small Cap Fidelity
OTC Appreciation Growth Stock Selector Value
Portfolio Fund Fund Fund Fund Fund
------- -------- -------- ------- -------- ---
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 328 $ 37 $ 4,268 $ 122 $ 1,729 $19
Employers' contributions 685 38 2,277 92 881
Investment income:
Dividends 1 141
Net appreciation (depreciation)
in value of investments 2,391 4 17,761 912 4,351 1
Other 100 29
Transfers of participants'
balances, net 13,527 115,290 13,000 26,304 (20)
------- -------- -------- ------- -------- ---
16,931 80 139,696 14,267 33,294 --
Less - Distributions to participants
------- -------- -------- ------- -------- ---
Net additions (deductions) 16,931 80 139,696 14,267 33,294 --
Net assets available for benefits-
beginning of year 218 -- 4,193 -- 685 --
------- -------- -------- ------- -------- ---
Net assets available for benefits-
end of year $17,149 $ 80 $143,889 $14,267 $ 33,979 $--
======= ======== ======== ======= ======== ===
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 11 -
<PAGE> 13
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Fidelity
International Fidelity Fidelity
Fidelity Growth & Fidelity Freedom Freedom
Overseas Income Worldwide Income 2000
Fund Fund Fund Fund Fund
--------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 36,327 $ 374 $ 311 $ 60 $ 4,409
Employers' contributions 7,327 130 302 16 917
Investment income:
Dividends 9,658 139 82 3,300 5,020
Net appreciation (depreciation)
in value of investments 62,726 568 144 7,900 3,723
Other 441
Transfers of participants'
balances, net (30,625) 9,275 2,237 205,645 139,883
--------- ------- -------- -------- --------
85,854 10,486 3,076 216,921 153,952
Less - Distributions to participants 7,095
--------- ------- -------- -------- --------
Net additions (deductions) 78,759 10,486 3,076 216,921 153,952
Net assets available for benefits-
beginning of year 440,760 255 -- 2,461 3,306
--------- ------- -------- -------- --------
Net assets available for benefits-
end of year $ 519,519 $10,741 $ 3,076 $219,382 $157,258
========= ======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity UGI
Freedom Freedom Freedom Common
2010 2020 2030 Stock Participant
Fund Fund Fund Fund Loans
-------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 2,209 $ 4,091 $ 2,156 $ 74,948
Employers' contributions 1,344 2,439 1,127 18,415
Investment income:
Dividends 2,197 2,242 418 39,939
Net appreciation (depreciation)
in value of investments 1,979 6,716 1,091 68,947
Other 106 196 2,150
Transfers of participants'
balances, net 65,488 85,094 14,958 47,782 $ 34,246
-------- -------- -------- ---------- ----------
73,323 100,778 19,750 252,181 34,246
Less - Distributions to participants 22,833 33,261
-------- -------- -------- ---------- ----------
Net additions (deductions) 73,323 100,778 19,750 229,348 985
Net assets available for benefits-
beginning of year 82 2,677 173 2,504,475 1,333,525
-------- -------- -------- ---------- ----------
Net assets available for benefits-
end of year $ 73,405 $103,455 $ 19,923 $2,733,823 $1,334,510
======== ======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 12 -
<PAGE> 14
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity
Cash Fixed Income Intermediate
Reserves Income Portfolio II Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 4,045,619 $ 160,577 $ 698,201 $ 104,964
Employers' contributions 1,064,821 24,854 209,995 25,610
Investment income:
Interest 118,381 $ 118,381
Dividends 2,325,606 156,697 303,894 45,035
Net appreciation (depreciation)
in value of investments (1,531,066) 20,503
Other 106,039 6,078 (2,598) 27,986 1,571
Transfers of participants'
balances, net (173,836) (52,022) (2,436,555) 1,294,290 111,204
------------ ----------- ----------- ----------- ---------
5,955,564 296,184 (2,320,772) 2,534,366 308,887
Less - Distributions to participants 2,355,049 275,151 101,498 509,002 10,535
------------ ----------- ----------- ----------- ---------
Net additions (deductions) 3,600,515 21,033 (2,422,270) 2,025,364 298,352
Net assets available for benefits-
beginning of year 38,882,249 3,057,343 4,407,963 3,462,899 576,337
------------ ----------- ----------- ----------- ---------
Net assets available for benefits-
end of year $ 42,482,764 $ 3,078,376 $ 1,985,693 $ 5,488,263 $ 874,689
============ =========== =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Fidelity
Fidelity Spartan Fidelity Fidelity
U.S. Bond U.S. Equity Equity Fidelity Growth &
Index Index Income Fidelity Puritan Income
Fund Fund Fund Fund Fund Portfolio
------- ----------- ------------ ----------- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 279,276 $ 916,323 $ 193,872
Employers' contributions $ 1,305 68,372 230,527 59,975 $ 208 $ 98
Investment income:
Interest
Dividends 35,117 608,049 113,477
Net appreciation (depreciation)
in value of investments 44,760 (621,701) (58,226)
Other 3,323 20,731 2,628
Transfers of participants'
balances, net 500,690 (462,071) 458,735
------- ----------- ------------ ----------- ----- ----
1,305 931,538 691,858 770,461 208 98
Less - Distributions to participants 57,151 531,404 43,199
------- ----------- ------------ ----------- ----- ----
Net additions (deductions) 1,305 874,387 160,454 727,262 208 98
Net assets available for benefits-
beginning of year - 801,678 9,926,291 679,138 - -
------- ----------- ------------ ----------- ----- ----
Net assets available for benefits-
end of year $ 1,305 $ 1,676,065 $ 10,086,745 $ 1,406,400 $ 208 $ 98
======= =========== ============ =========== ===== ====
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 13 -
<PAGE> 15
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Equity Real Estate Fidelity Growth
Balanced Income II Investment Magellan Company
Fund Fund Portfolio Fund Fund
----- ----- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 1,125,648 $ 185,717
Employers' contributions $ 213 $ 115 $ 83 288,833 45,613
Investment income:
Interest
Dividends 835,775 72,019
Net appreciation (depreciation)
in value of investments (374,256) (68,683)
Other 33,707 3,143
Transfers of participants'
balances, net 266,772 81,711
----- ----- ---- ------------ ---------
213 115 83 2,176,479 319,520
Less - Distributions to participants 652,407 3,967
----- ----- ---- ------------ ---------
Net additions (deductions) 213 115 83 1,524,072 315,553
Net assets available for benefits-
beginning of year - - - 11,126,477 625,599
----- ----- ---- ------------ ---------
Net assets available for benefits-
end of year $ 213 $ 115 $ 83 $ 12,650,549 $ 941,152
===== ===== ==== ============ =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Fidelity
Fidelity Fidelity International
Fidelity Blue Chip Small Cap Fidelity Growth &
OTC Growth Selector Overseas Income
Portfolio Fund Fund Fund Fund
--------- ------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 89,479
Employers' contributions $ 218 $ 4,193 $ 685 24,922 $ 255
Investment income:
Interest
Dividends 13,701
Net appreciation (depreciation)
in value of investments (65,216)
Other 1,589
Transfers of participants'
balances, net 144,847
----- ------- ----- --------- -----
218 4,193 685 209,322 255
Less - Distributions to participants 991
----- ------- ----- --------- -----
Net additions (deductions) 218 4,193 685 208,331 255
Net assets available for benefits-
beginning of year - - - 232,429 -
----- ------- ----- --------- -----
Net assets available for benefits-
end of year $ 218 $ 4,193 $ 685 $ 440,760 $ 255
===== ======= ===== ========= =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 14 -
<PAGE> 16
UGI UTILITIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity Fidelity UGI
Freedom Freedom Freedom Freedom Freedom Common
Income 2000 2010 2020 2030 Stock Participant
Fund Fund Fund Fund Fund Fund Loans
------- ------- ---- ------- ----- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 291,562
Employers' contributions $ 2,461 $ 3,306 $ 82 $ 2,677 $ 173 70,048
Investment income:
Interest
Dividends 141,842
Net appreciation (depreciation)
in value of investments (408,247)
Other 7,881
Transfers of participants'
balances, net (297,832) $ 216,395
------- ------- ---- ------- ----- ----------- -----------
2,461 3,306 82 2,677 173 (194,746) 216,395
Less - Distributions to participants 137,128 32,616
------- ------- ---- ------- ----- ----------- -----------
Net additions (deductions) 2,461 3,306 82 2,677 173 (331,874) 183,779
Net assets available for benefits-
beginning of year - - - - - 2,836,349 1,149,746
------- ------- ---- ------- ----- ----------- -----------
Net assets available for benefits-
end of year $ 2,461 $ 3,306 $ 82 $ 2,677 $ 173 $ 2,504,475 $ 1,333,525
======= ======= ==== ======= ===== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 15 -
<PAGE> 17
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the UGI Utilities, Inc. Savings Plan
(Plan) provides general information on the provisions of the Plan in effect
on December 31, 1998 and during the periods covered by the financial
statements. More complete information is included in the Plan document.
GENERAL. The Plan is a defined contribution plan covering employees of UGI
Utilities, Inc. (UGI Utilities), its holding company parent UGI Corporation
(UGI), and certain affiliated companies (collectively, the Employers).
Employees of the Employers are eligible upon hire to participate in the Plan.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan is administered by the UGI Utilities
Retirement Committee (Plan Administrator) whose members are appointed by the
Board of Directors of UGI Utilities.
CHANGE IN PLAN YEAR. The Pension Committee of UGI Utilities' Board of
Directors approved a change to the Plan's fiscal year from one ending on
September 30 to one ending on December 31, effective October 1, 1998.
Accordingly, the Plan financial statements include the three months ended
December 31, 1998 (1998 Short Plan Year) and the year ended September 30,
1998 (1998 Plan Year).
CONTRIBUTIONS. A participant may elect to contribute to the Plan on a
before-tax basis through payroll reduction an amount equal to from 1% to 15%,
in whole percentages, of eligible compensation. In addition, a participant
may elect to contribute to the Plan on an after-tax basis through payroll
deduction an amount equal to from 1% to 6%, in whole percentages, of eligible
compensation provided that the combination of before-tax and after-tax
contributions does not exceed 15% of eligible compensation. Calendar year
before-tax and after-tax contribution amounts are subject to limits
prescribed by the Internal Revenue Code (IRC). A participant may increase the
rate of his or her before-tax or after-tax contributions at any time. A
participant may reduce or suspend his or her before-tax or after-tax
contributions at any time by filing a written request with the Plan
Administrator. A participant will at all times be fully (100%) vested in the
portion of his or her account attributable to participant contributions.
The Plan also accepts on behalf of any employee (i) the entire amount of cash
received as a distribution from another qualified trust forming part of a
plan described in section 401(a) of the IRC or from a "rollover" individual
retirement plan described in section 408 of the IRC, or (ii) a direct
transfer from another plan qualified under Section 401(a) of the IRC.
For each Plan year, each of the Employers may, at their discretion, make a
contribution to the Plan equal to a percentage of participant before-tax and
after-tax contributions, up to a total of 6% of compensation for each
eligible participant. In order to be entitled to the Employers' contribution,
a participant must either (i) be actively employed by any of the Employers,
or on a
-16-
<PAGE> 18
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
qualifying leave of absence on the last day of the Plan year or (ii)
have retired, become disabled (as defined in the Plan), or died while an
employee during the Plan year. Employers' contributions for the 1998 Short
Plan Year and the 1998 Plan Year, which were made in January 1999 and October
1998, respectively, were invested in accordance with participant investment
elections in effect on the dates of the contributions.
A participant is fully vested in the portion of his or her account
attributable to Employers' matching contributions upon the earlier of (i) the
completion of five years of service or (ii) the attainment of normal
retirement age, total disability (as defined by the Plan document) or death
while in the employ of the Employers or an affiliated company. For Plan
purposes, a participant will attain normal retirement age on the later of his
or her 65th birthday or the fifth anniversary of his or her date of hire.
A participant who terminates employment before he or she is fully vested will
forfeit nonvested amounts attributable to the Employers' contributions. These
forfeited amounts remain in the Plan and are available to reduce future
Employer contributions. For the 1998 Short Plan Year and the 1998 Plan Year,
forfeitures of $1,421 and $25,146, respectively, were used to reduce the
Employers' contributions. During the 1998 Short Plan Year and the 1998 Plan
Year, $444 and $22,283, respectively, were forfeited from participants'
accounts. As of December 31, 1998 and September 30, 1998, there were $11 and
$744, respectively, of forfeitures remaining in the Plan.
INVESTMENT FUNDS. A participant may elect to have his or her funds invested
in one or more investment funds. Funds designated with an asterisk (*) below
represent fund options which became available October 1, 1998. Certain of the
Plan's investment funds were not used during the periods covered by the
financial statements. References to "Fidelity" below refer to investment
funds managed by Fidelity Management and Research Company (FMR). The Plan's
investment funds are categorized as follows:
- Money Market Fund
- Fidelity Cash Reserves Fund
This investment category comprises an unaffiliated registered
investment company mutual fund whose investments comprise
high-quality, short-term certificates of deposit, repurchase
agreements, commercial paper or other similar short-term investments
and whose investment objective is to achieve current income while
maintaining a stable share price.
-17-
<PAGE> 19
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Fixed Income Fund
- Fixed Income Fund
Prior to its termination on October 1, 1998, this investment
category consisted of three-year guaranteed investment contracts
with insurance companies. The 1996 Plan year contract was placed
with New York Life Insurance Company. The investment objective of
the fund was to provide a fixed rate of investment return guaranteed
by the insurance companies for a specified period of time. Effective
October 1, 1996, contributions to the Fixed Income Fund were
discontinued. Participant account balances in the Fixed Income Fund
were liquidated and reinvested in accordance with participant
elections (or, if an election was not made, the default fund
described below) as the guaranteed investment contracts matured.
- Managed Income Fund
- Fidelity Managed Income Portfolio II Fund
This investment category comprises an unaffiliated commingled pool
whose investments comprise principally guaranteed investment
contracts offered by insurance companies and financial institutions
and whose investment objective is to provide a fixed rate of
investment return guaranteed by the insurance company or financial
institution for a specified period of time, generally between one
and seven years.
- Bond Funds
- Fidelity Intermediate Bond Fund
- Fidelity Capital & Income Fund *
This investment category comprises unaffiliated registered
investment company mutual funds whose investments comprise
principally fixed income obligations and whose investment objective
is to achieve current income.
- Index Funds
- Fidelity U.S. Bond Index Fund *
- Fidelity Spartan U. S. Equity Index Fund
-18-
<PAGE> 20
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
This investment category comprises unaffiliated registered
investment company mutual funds whose investments broadly represent
the U.S. bond market as measured by the Lehman Brothers Aggregate
Bond Index and the U.S. stock market as measured by the Standard &
Poor's Composite Index of 500 Stocks, respectively. The investment
objective of this investment category is to track the performance of
the respective indices.
- Growth and Income Funds
<TABLE>
<S> <C>
- Fidelity Equity Income Fund - Fidelity Balanced Fund *
- Fidelity Fund - Fidelity Equity Income II Fund *
- Fidelity Puritan Fund * - Fidelity Real Estate Investment
- Fidelity Growth & Income Portfolio * Portfolio *
</TABLE>
This investment category comprises registered investment
company mutual funds whose investments comprise
income-producing debt and equity securities and whose
investment objective is to achieve current income and capital
appreciation.
- Growth Funds
<TABLE>
<S> <C>
- Fidelity Magellan Fund - Fidelity Blue Chip Growth Fund *
- Fidelity Growth Company Fund - Fidelity Low-Priced Stock Fund *
- Fidelity OTC Portfolio * - Fidelity Small Cap Selector Fund*
- Fidelity Capital Appreciation Fund * - Fidelity Value Fund *
</TABLE>
This investment category comprises registered investment company
mutual funds whose investments comprise principally equity
securities and whose investment objective is to achieve capital
appreciation over an extended period of time.
- International Funds
<TABLE>
<S> <C>
- Fidelity Overseas Fund - Fidelity Worldwide Fund *
- Fidelity International Growth &
Income Fund *
</TABLE>
This investment category comprises unaffiliated registered
investment company mutual funds whose investments comprise debt and
equity securities principally of foreign issuers and whose
investment objective is to achieve capital appreciation over an
extended period of time.
-19-
<PAGE> 21
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Fidelity Freedom Funds
<TABLE>
<S> <C>
- Fidelity Freedom Income Fund * - Fidelity Freedom 2020 Fund *
- Fidelity Freedom 2000 Fund * - Fidelity Freedom 2030 Fund *
- Fidelity Freedom 2010 Fund *
</TABLE>
This investment category comprises unaffiliated registered
investment company mutual funds which invest in a combination of
underlying Fidelity funds according to an asset allocation strategy
that becomes increasingly conservative over time as each fund's
target retirement date approaches. When each of these target
retirement date funds matches the asset allocation of the Fidelity
Freedom Income Fund (approximately five to ten years after the
respective fund's target retirement date), it is expected that each
fund will be combined with the Fidelity Freedom Income Fund. These
funds' investment objectives are to achieve high total return over
an extended period of time.
- Employer Stock Fund
- UGI Common Stock Fund
This fund invests principally in shares of UGI Corporation Common
Stock. Participants in the fund do not individually own specific
shares of UGI Corporation Common Stock but rather own units in the
fund that invests in such shares. The value of a unit in the UGI
Common Stock Fund was initially set at $10.00 and is recalculated
daily by dividing the fair value of the fund's assets (comprising
shares of UGI Corporation Common Stock and temporary cash
investments) by the total number of units outstanding. The UGI
Common Stock Fund holds a small cash position in order to allow
participants to perform certain transactions on a daily basis
without having to wait for the purchase or sale of UGI Common Stock
to settle. During the 1998 Short Plan Year and the 1998 Plan Year,
the ranges of high and low unit values were $10.80 and $9.52, and
$12.76 and $9.12, respectively.
Effective October 1, 1998, twenty new investment funds were established by
the Plan. Because the Employers' contributions for the 1998 Plan Year were
made subsequent to the establishment of the twenty additional investment
funds, a portion of the 1998 Plan Year Employers' contributions were
allocated at September 30, 1998 to these new fund options in accordance with
then-existing participant investment elections.
Participants may transfer amounts between funds (excluding transfers made
from the Fixed Income Fund prior to the expiration of the investment
contract) at any time with no limit.
-20-
<PAGE> 22
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Participants may change their investment elections for future contributions at
any time. In the absence of a participant's Fixed Income Fund reinvestment
election, during the 1998 Short Plan Year and the 1998 Plan Year all amounts
were reinvested in the Fidelity Managed Income Portfolio II Fund.
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for investment assets of the Fixed Income Fund for which Mellon
Bank, N.A. was the Plan's trustee.
DISTRIBUTIONS. The Plan benefit of a participant who terminates employment
as a result of retirement, death or total disability, as defined by the Plan
document, shall be equal to the proceeds of liquidation of 100% of the
balance of his or her account. Participants may elect to receive their
interest in the UGI Common Stock Fund in the form of shares of UGI
Corporation Common Stock. The Plan benefit of a participant who terminates
employment for reasons other than retirement, death or total disability shall
be equal to the proceeds of liquidation of the vested portion of his or her
account. Where the amount to be distributed exceeds $5,000 ($3,500 prior to
October 1, 1998), no distribution shall be made to any Plan participant prior
to his or her normal retirement age (as defined above) unless the participant
elects to receive such distribution. Where the amount to be distributed does
not exceed $5,000 ($3,500 before October 1, 1998) and has not exceeded $5,000
($3,500 before October 1, 1998) at the time of any prior distribution, a Plan
participant's benefit will be distributed as soon as practicable after the
participant's termination of employment.
A participant who continues to work past age 70-1/2 may elect to defer
distribution until he or she terminates employment. In all other cases,
distributions must be made or commence by April 1 of the calendar year
following the year in which the participant attains age 70-1/2.
DEATH. If a participant dies prior to receiving a distribution of his or her
account, the participant's designated beneficiary shall be entitled to
receive a lump-sum distribution of the proceeds of liquidation of 100% of the
balance credited to the participant's account. Generally, the account will be
distributed to the beneficiary as soon as practicable following the date of
death. The beneficiary of a participant who is married at the time of the
participant's death will be the participant's spouse, unless the participant
designated another beneficiary and the spouse consented to such designation
in accordance with procedures specified by the Plan document.
WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance
of his or her account attributable to after-tax contributions (including
after-tax contributions that were matched by the Employer) at any time.
However, the withdrawal must be in an amount of at least $250. If any portion
of the amount withdrawn is attributable to Employer contributions, the
participant's participation in the Plan will be suspended for the three-month
period following the withdrawal. No more than one withdrawal in any calendar
year is permitted from each of the matched and unmatched portions of a
participant's after-tax contribution account.
-21-
<PAGE> 23
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
A participant may withdraw before-tax contributions (and earnings attributable
thereto credited as of December 31, 1988) and rollover contributions, only on
account of financial hardship resulting from (a) medical expenses; (b)
educational expenses; (c) foreclosure on a primary residence; or (d) purchase of
a primary residence. A hardship withdrawal will be permitted if the Plan
Administrator determines that (i) the withdrawal is on account of an immediate
and heavy financial need of the participant and (ii) the withdrawal is necessary
to satisfy such financial need.
While a participant is still employed by any of the Employers, withdrawals of
amounts attributable to Employer's contributions and post-1988 earnings on
participant before-tax contributions, are not permitted.
LOAN PROVISION. The Plan includes an employee loan provision. Generally, at
the time a loan is to be made, the amount of all loans to be outstanding may
not exceed the lesser of (a) 50% of a participant's before-tax and rollover
account balances, or (b) $50,000 less the highest balance of any loan during
the prior twelve-month period. Each loan bears interest at a rate determined
in accordance with generally prevailing market conditions for similar types
of loans. The minimum loan amount is $1,000 ($500 prior to October 1, 1998).
The amount of the loan withdrawn from a participant's account is allocated in
proportion to the value of the participant's salary deferral and rollover
account balances in each investment fund. Repayments, including interest, are
made in equal installments through payroll deductions and are allocated to
participant accounts in accordance with current investment elections. No loan
may have a final maturity in excess of five years except that, if the loan is
used to purchase a principal residence for the participant, the loan may have
a final maturity of up to ten years. No participant shall be permitted to
have more than two loans outstanding at any one time.
ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable
to the Plan unless paid for by the Employers. The Employers currently pay such
expenses. Mutual fund expenses are paid to fund managers from mutual fund
assets.
PLAN TERMINATION. Although it has not expressed any intent to do so, UGI
Utilities has the right to terminate the Plan in whole or in part at any time
for any reason. In the event of a complete or partial termination of the Plan,
the affected participants will become fully vested in their account balances.
PLAN AMENDMENT. UGI Utilities may amend the Plan at any time for any reason by
written action of its Board of Directors. Amendments required to comply with
applicable legal requirements, however, may be made by an officer of the company
without Board approval.
VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right
to instruct the trustee of the Plan how to vote, at each meeting of
shareholders, all shares of UGI Corporation Common Stock (including fractional
shares) represented by the value of the participant's interest in the UGI Common
Stock Fund, and a pro rata portion of unvoted shares. A
-22-
<PAGE> 24
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
participant also has the right to direct the trustee of the Plan whether or not
to tender shares in response to a tender offer.
2. ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investments, other than contracts with insurance companies, are recorded at fair
value generally based upon quoted market prices. The contract with an insurance
company included in the Fixed Income Fund approximates fair value and represents
the amount on deposit with the insurance company plus accrued interest.
Dividend income is recorded on the record date. Interest earned on investments
is recorded on the accrual basis. Purchases and sales of securities are recorded
on a trade date basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in fair value of investments which
consists of realized gains or losses and unrealized appreciation (depreciation)
in the fair value of those investments.
Distributions are made to Plan participants based upon the fair value of each
participant's investment account (except for investments of the Fixed Income
Fund for which distributions are based upon contract value) as of the date of
the distribution.
Transfers of participant balances represent amounts directed by participants to
be transferred among investment funds, amounts transferred as a result of the
maturity of group annuity contracts, and those amounts transferred to or from
the AmeriGas Propane, Inc. Savings Plan, an affiliate plan.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from these estimates.
-23-
<PAGE> 25
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at December 31, 1998 and September
30, 1998 are as follows:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
----------- -----------
<S> <C> <C>
Fidelity Cash Reserves Fund (shares -- 3,007,127 and 3,053,522, respectively) $ 3,007,127 $ 3,053,522
----------- -----------
Fixed Income Fund
Group annuity contract with insurance company:
1996 Plan Year - 6.12% -- 1,985,693
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 7,317,528 and
5,278,268, respectively) 7,317,528 5,278,268
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 78,064 and 81,642, respectively) 801,714 849,079
----------- -----------
Fidelity U.S. Bond Index Fund (shares -- 8,808) 97,065
-----------
Fidelity U.S. Spartan Equity Index Fund (shares -- 45,168 and
44,253, respectively) 1,985,582 1,607,693
----------- -----------
Fidelity Equity Income Fund (shares -- 203,147 and 198,714, respectively) 11,284,808 9,856,218
----------- -----------
Fidelity Fund (shares -- 46,871 and 44,881, respectively) 1,719,694 1,346,425
----------- -----------
Fidelity Puritan Fund (shares -- 1,578) 31,661
-----------
Fidelity Growth & Income Portfolio (shares -- 788) 36,116
-----------
Fidelity Balanced Fund (shares -- 1,224) 20,021
-----------
Fidelity Equity Income II Fund (shares -- 99) 2,984
-----------
Fidelity Real Estate Investment Portfolio (shares -- 11) 164
-----------
Fidelity Magellan Fund (shares -- 131,898 and 126,761, respectively) 15,935,862 12,361,716
----------- -----------
Fidelity Growth Company Fund (shares -- 22,209 and 19,883, respectively) 1,133,121 895,539
----------- -----------
Fidelity OTC Portfolio (shares -- 377) 16,464
-----------
Fidelity Capital Appreciation Fund (shares -- 2) 42
-----------
Fidelity Blue Chip Growth Fund (shares -- 2,810) 141,612
-----------
Fidelity Low-Priced Stock Fund (shares -- 620) 14,175
-----------
Fidelity Small Cap Selector Fund (shares -- 2,333) 33,098
-----------
</TABLE>
- 24 -
<PAGE> 26
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
----------- -----------
<S> <C> <C>
Fidelity Overseas Fund (shares -- 14,235 and 13,354, respectively) 512,192 415,838
----------- -----------
Fidelity International Growth & Income Fund (shares -- 507) 10,611
-----------
Fidelity Worldwide Fund (shares -- 168) 2,774
-----------
Fidelity Freedom Income Fund (shares -- 19,621) 219,366
-----------
Fidelity Freedom 2000 Fund (shares -- 12,680) 156,341
-----------
Fidelity Freedom 2010 Fund (shares -- 5,418) 72,061
-----------
Fidelity Freedom 2020 Fund (shares -- 7,241) 101,016
-----------
Fidelity Freedom 2030 Fund (shares --1,353) 18,796
-----------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 262,301 and 241,341,
respectively) 2,675,469 2,398,928
Dividends receivable 39,939 35,499
----------- -----------
2,715,408 2,434,427
----------- -----------
Total trust investments - fair value, except for group annuity contract
which is carried at cost plus accrued interest $47,387,403 $40,084,418
=========== ===========
Total trust investments - cost $38,267,216 $35,755,412
=========== ===========
</TABLE>
- 25 -
<PAGE> 27
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The numbers of Plan participants with account balances by investment option
at December 31, 1998 and September 30, 1998 are as follows:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
---- ----
<S> <C> <C>
Fidelity Cash Reserves Fund 451 464
Fixed Income Fund:
1996 Plan year contract -- 546
Fidelity Managed Income Portfolio II Fund 624 575
Fidelity Intermediate Bond Fund 141 141
Fidelity Capital & Income Fund -- --
Fidelity U.S. Bond Index Fund 5 --
Fidelity Spartan U.S. Equity Index Fund 234 233
Fidelity Equity Income Fund 656 677
Fidelity Fund 216 212
Fidelity Puritan Fund 10 --
Fidelity Growth & Income Portfolio 12 --
Fidelity Balanced Fund 4 --
Fidelity Equity Income II Fund 3 --
Fidelity Real Estate Investment Portfolio 2 --
Fidelity Magellan Fund 775 779
Fidelity Growth Company Fund 179 181
Fidelity OTC Portfolio 5 --
Fidelity Capital Appreciation Fund 1 --
Fidelity Blue Chip Growth Fund 25 --
Fidelity Low-Priced Stock Fund 4 --
Fidelity Small Cap Selector Fund 7 --
Fidelity Value Fund -- --
Fidelity Overseas Fund 135 135
Fidelity International Growth & Income Fund 5 --
Fidelity Worldwide Fund 3 --
Fidelity Freedom Income Fund 2 --
Fidelity Freedom 2000 Fund 3 --
Fidelity Freedom 2010 Fund 7 --
Fidelity Freedom 2020 Fund 12 --
Fidelity Freedom 2030 Fund 7 --
UGI Common Stock Fund 480 506
Participant loans 252 245
</TABLE>
The total number of Plan participants with account balances at December 31,
1998 and September 30, 1998 of 1,234 and of 1,253, respectively, was less
than the sum of the numbers of participants shown in the schedule above
because many participants invest in more than one fund.
-26-
<PAGE> 28
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During the 1998 Short Plan Year and the 1998 Plan Year, the Plan purchased,
at market prices, 6,478 and 14,043 shares of UGI Corporation Common Stock
directly from UGI Corporation for $150,557 and $371,480, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of
investments. The Schedule of Assets Held for Investment Purposes depicts the
types of investment funds available and the proportionate share of assets
held in each particular investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable
determination letter concerning the qualified status of the Plan in effect as
of September 30, 1994 under Section 401(a) of the IRC. The Plan has since
been amended, however, the Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. No U.S. income taxes are required to be paid by the
trust created under the Plan (the Trust) and participants are not taxed on
Employers' contributions to the Trust or income earned by the Trust. When a
participant, or his or her beneficiary or estate, receives a distribution
under the Plan, the taxability of the value of such distribution depends on
the form and time of payment.
5. SUBSEQUENT EVENT
On March 1, 1999, UGI and Unisource Worldwide, Inc. (Unisource) announced
that their boards of directors had approved a definitive merger agreement for
a stock-for-stock transaction. Under the merger agreement, Unisource would be
merged with a wholly owned subsidiary of UGI and UGI would exchange 0.566
common shares of UGI common stock for each common share of Unisource.
Concurrently with its merger announcement on March 1, UGI also announced its
intention, in connection with the merger, to sell its utility and energy
marketing subsidiaries, reduce its annual dividend rate and repurchase shares
of UGI Common Stock.
On May 25, 1999, UGI announced that it was notified that the board of
directors of Unisource had decided to enter into a merger agreement with
Georgia-Pacific Corp. and that UGI would allow Unisource to terminate the
merger agreement. Concurrently, UGI announced that it had suspended the sale
of its utilities and energy marketing companies while it determines if the
sale continues to be in the best interest of its shareholders.
-27-
<PAGE> 29
UGI UTILITIES, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------------------------------
Number of
Shares or Fair Value /
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value %(2)
--------------------------------- ----------------- ------------ ------------ ------
<S> <C> <C> <C> <C>
FIDELITY CASH RESERVES FUND (1) (3) 3,007,127 shrs $ 3,007,127 $ 3,007,127 100.00%
------------ ------------ ------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 7,317,528 shrs 7,317,528 7,317,528 100.00%
------------ ------------ ------
FIDELITY INTERMEDIATE BOND FUND (3) 78,064 shrs 800,738 801,714 100.00%
------------ ------------ ------
FIDELITY U.S. BOND INDEX FUND (3) 8,808 shrs 97,235 97,065 100.00%
------------ ------------ ------
FIDELITY SPARTAN U.S. EQUITY
INDEX FUND (3) 45,168 shrs 1,556,605 1,985,582 100.00%
------------ ------------ ------
FIDELITY EQUITY INCOME FUND (1) (3) 203,147 shrs 8,198,742 11,284,808 100.00%
------------ ------------ ------
FIDELITY FUND (3) 46,871 shrs 1,435,442 1,719,694 100.00%
------------ ------------ ------
FIDELITY PURITAN FUND (3) 1,578 shrs 30,107 31,661 100.00%
------------ ------------ ------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 788 shrs 32,774 36,116 100.00%
------------ ------------ ------
FIDELITY BALANCED FUND (3) 1,224 shrs 18,743 20,021 100.00%
------------ ------------ ------
FIDELITY EQUITY INCOME II FUND (3) 99 shrs 3,029 2,984 100.00%
------------ ------------ ------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 11 shrs 167 164 100.00%
------------ ------------ ------
FIDELITY MAGELLAN FUND (1) (3) 131,898 shrs 10,955,756 15,935,862 100.00%
------------ ------------ ------
FIDELITY GROWTH COMPANY FUND (3) 22,209 shrs 1,011,923 1,133,121 100.00%
------------ ------------ ------
FIDELITY OTC PORTFOLIO (3) 377 shrs 14,073 16,464 100.00%
------------ ------------ ------
FIDELITY CAPITAL APPRECIATION FUND (3) 2 shrs 38 42 100.00%
------------ ------------ ------
FIDELITY BLUE CHIP GROWTH FUND (3) 2,810 shrs 123,726 141,612 100.00%
------------ ------------ ------
FIDELITY LOW-PRICED STOCK FUND (3) 620 shrs 13,264 14,175 100.00%
------------ ------------ ------
FIDELITY SMALL CAP SELECTOR FUND (3) 2,333 shrs 28,747 33,098 100.00%
------------ ------------ ------
FIDELITY OVERSEAS FUND (3) 14,235 shrs 489,697 512,192 100.00%
------------ ------------ ------
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 507 shrs 10,044 10,611 100.00%
------------ ------------ ------
FIDELITY WORLDWIDE FUND (3) 168 shrs 2,630 2,774 100.00%
------------ ------------ ------
</TABLE>
-28-
<PAGE> 30
UGI UTILITIES, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------------
Number of
Shares or Fair Value /
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
--------------------------------- ------------- ------------ ------------ ------
<S> <C> <C> <C> <C>
FIDELITY FREEDOM INCOME FUND (3) 19,621 shrs 211,467 219,366 100.00%
------------ ------------ ------
FIDELITY FREEDOM 2000 FUND (3) 12,680 shrs 152,618 156,341 100.00%
------------ ------------ ------
FIDELITY FREEDOM 2010 FUND (3) 5,418 shrs 70,083 72,061 100.00%
------------ ------------ ------
FIDELITY FREEDOM 2020 FUND (3) 7,241 shrs 94,300 101,016 100.00%
------------ ------------ ------
FIDELITY FREEDOM 2030 FUND (3) 1,353 shrs 17,729 18,796 100.00%
------------ ------------ ------
UGI COMMON STOCK FUND (1) (3)
UGI Corporation Unitized Stock Fund 262,301 units 2,532,945 2,675,469 98.53%
Dividends receivable $ 39,939 39,939 39,939 1.47%
------------ ------------ ------
2,572,884 2,715,408 100.00%
------------ ------------ ------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 10.00%) (3)(4) - 1,334,510 100.00%
------------ ------------ ------
Total - all funds $ 38,267,216 $ 48,721,913
============ ============
</TABLE>
- --------------------------------------------------------------------------------
(1) Investment represents 5% or more of the net assets available for benefits.
(2) Percentages represent percentage of fair value of each fund.
(3) Party in interest.
(4) Range of interest rates for loans outstanding as of December 31, 1998.
-29-
<PAGE> 31
UGI UTILITIES, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1)
THREE MONTHS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Percent of Net
Total Total Beginning Number of Number of Realized
TRANSACTION BY FUND Purchases Sales Net Assets Purchases Sales Gains
- ------------------- --------- ----- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
FIDELITY MANAGED INCOME
PORTFOLIO II FUND $ 2,658,654 $ 619,395 7.7% 41 36 --
</TABLE>
- -------------------------------------------------------------------------------
(1) A transaction or series of transactions within the plan year with or in
conjunction with the same person, which exceeds 5% of the net assets
available for benefits as of the beginning of the plan year.
-30-
<PAGE> 32
AMERIGAS PROPANE, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the three months ended December 31, 1998
and the year ended September 30, 1998
-31-
<PAGE> 33
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS: Page(s)
-------
<S> <C>
Report of Independent Public Accountants 33
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1998 and September 30, 1998 34 to 37
Statements of Changes in Net Assets Available for Benefits
for the three months ended December 31, 1998 and the
year ended September 30, 1998 38 to 41
Notes to Financial Statements 42 to 54
Item 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1998 55 - 56
</TABLE>
-32-
<PAGE> 34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
AmeriGas Propane, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the AmeriGas Propane, Inc. Savings Plan (the "Plan") as of
December 31, 1998 and September 30, 1998, and the related statements of
changes in net assets available for benefits for the three months ended
December 31, 1998 and the year ended September 30, 1998. These financial
statements and the supplemental schedule referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and the supplemental schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1998 and September 30, 1998 and the changes in its net assets
available for benefits for the three months ended December 31, 1998 and the
year ended September 30, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for purposes of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedule and Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
June 18, 1999
-33-
<PAGE> 35
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity Fidelity Fidelity
Cash Income Intermediate Capital & U.S Bond
Reserves Portfolio II Bond Income Index
Total Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $145,387,683 $ 28,415,877 $ 19,352,975 $ 3,783,823 $ 641 $ 38,136
Loans to participants 3,481,222
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits $148,868,905 $ 28,415,877 $ 19,352,975 $ 3,783,823 $ 641 $ 38,136
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------
Fidelity
Spartan Fidelity
U.S. Equity Equity Fidelity
Index Income Fidelity Puritan
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Trust investments (Note 3) $ 4,756,641 $ 31,318,132 $ 5,253,333 $ 137,019
Loans to participants
------------ ------------ ------------ ------------
Net assets available for benefits $ 4,756,641 $ 31,318,132 $ 5,253,333 $ 137,019
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-34-
<PAGE> 36
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity
Growth & Fidelity Equity Real Estate Fidelity Growth
Income Balanced Income II Investment Magellan Company
Portfolio Fund Fund Portfolio Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 125,328 $ 145,440 $ 18,142 $ 7,961 $43,391,423 $ 4,615,647
Loans to participants
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 125,328 $ 145,440 $ 18,142 $ 7,961 $43,391,423 $ 4,615,647
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity
Fidelity Capital Blue Chip Low-Priced Small Cap
OTC Appreciation Growth Stock Selector
Portfolio Fund Fund Fund Fund
----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 12,606 $ 3,069 $ 87,882 $ 1,396 $ 4,824
Loans to participants
----------- ------------ ----------- ----------- -----------
Net assets available for benefits $ 12,606 $ 3,069 $ 87,882 $ 1,396 $ 4,824
=========== ============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-35-
<PAGE> 37
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------
Fidelity
International Fidelity Fidelity Fidelity
Fidelity Fidelity Growth & Fidelity Freedom Freedom Freedom
Value Overseas Income Worldwide Income 2000 2010
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 1,108 $1,210,728 $ 7,985 $ 7,578 $ 698 $ 116,181 $ 112,917
Loans to participants
---------- ---------- ------------- ---------- ---------- ---------- ----------
Net assets available for benefits $ 1,108 $1,210,728 $ 7,985 $ 7,578 $ 698 $ 116,181 $ 112,917
========== ========== ============= ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------
Fidelity Fidelity UGI
Freedom Freedom Common
2020 2030 Stock Participant
Fund Fund Fund Loans
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Trust investments (Note 3) $ 25,265 $ 1,919 $2,433,009
Loans to participants $ 3,481,222
---------- ---------- ---------- -----------
Net assets available for benefits $ 25,265 $ 1,919 $2,433,009 $ 3,481,222
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-36-
<PAGE> 38
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF SEPTEMBER 30, 1998 (page 1 of 1)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Fidelity Fidelity
Fidelity Managed Fidelity Spartan
Cash Fixed Income Intermediate U.S. Equity
Reserves Income Portfolio II Bond Index
Total Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Trust investments (Note 3) $127,715,516 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176 $ 3,849,983
Loans to participants 3,682,518
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits $131,398,034 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176 $ 3,849,983
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Fidelity Fidelity
Equity Fidelity Growth Fidelity
Income Fidelity Magellan Company Overseas
Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Trust investments (Note 3) $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906 $ 1,035,967
Loans to participants
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906 $ 1,035,967
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------
UGI
Common
Stock Participant
Fund Loans
------------ ------------
<S> <C> <C>
Trust investments (Note 3) $ 2,207,684
Loans to participants $ 3,682,518
------------ ------------
Net assets available for benefits $ 2,207,684 $ 3,682,518
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-37-
<PAGE> 39
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 1 of 3)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity
Cash Fixed Income Intermediate
Reserves Income Portfolio II Bond
Total Fund Fund Fund Fund
------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 1,852,437 $ 153,751 $ 221,653 $ 91,615
Company contributions 1,253,797 96,008 178,053 63,650
Investment income:
Dividends 3,225,077 354,132 271,021 54,780
Net appreciation (depreciation)
in value of investments 14,186,278 (45,951)
Loan administration fees (19,269) (10,225) (118) (126)
Other 69,906 8,408 8,211 3,451
Transfers of participants' balances, net 118,927 178,228 $ (3,498,512) 3,291,192 (11,917)
------------- ------------- ------------ ------------- -------------
20,687,153 780,302 (3,498,512) 3,970,012 155,502
Less - Distributions to participants 3,216,282 485,142 380,462 36,855
------------- ------------- ------------ ------------- -------------
Net additions (deductions) 17,470,871 295,160 (3,498,512) 3,589,550 118,647
Net assets available for benefits-
beginning of period 131,398,034 28,120,717 3,498,512 15,763,425 3,665,176
------------- ------------- ------------ ------------- -------------
Net assets available for benefits-
end of period $ 148,868,905 $ 28,415,877 $ - $ 19,352,975 $ 3,783,823
============= ============= ============ ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Fidelity
Fidelity Fidelity Spartan Fidelity
Capital & U.S Bond U.S. Equity Equity
Income Index Index Income Fidelity
Fund Fund Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 471 $ 304 $ 120,297 $ 345,723 $ 112,452
Company contributions 127 179 72,897 237,748 74,376
Investment income:
Dividends 24 115 14,010 1,065,771 59,388
Net appreciation (depreciation)
in value of investments (2) 52 824,058 3,370,661 933,533
Loan administration fees (774) (1,285)
Other 5 2 2,647 14,466 2,680
Transfers of participants' balances, net 16 37,484 13,873 (701,855) 195,943
------------- ------------- ------------- ------------- -------------
641 38,136 1,047,782 4,331,740 1,377,087
Less - Distributions to participants 141,124 1,024,641 48,503
------------- ------------- ------------- ------------- -------------
Net additions (deductions) 641 38,136 906,658 3,307,099 1,328,584
Net assets available for benefits-
beginning of period - - 3,849,983 28,011,033 3,924,749
------------- ------------- ------------- ------------- -------------
Net assets available for benefits-
end of period $ 641 $ 38,136 $ 4,756,641 $ 31,318,132 $ 5,253,333
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-38-
<PAGE> 40
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 2 of 3)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Growth & Fidelity Equity Real Estate
Puritan Income Balanced Income II Investment
Fund Portfolio Fund Fund Portfolio
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 4,698 $ 5,692 $ 2,466 $ 1,657 $ 636
Company contributions 907 765 1,047 481 386
Investment income:
Dividends 2,278 1,927 1,342 1,067 145
Net appreciation (depreciation)
in value of investments 2,960 8,939 4,019 140 (90)
Loan administration fees
Other 5 5 14 4 2
Transfers of participants' balances, net 126,171 108,000 136,552 14,793 6,882
------------ ------------ ------------ ------------ ------------
137,019 125,328 145,440 18,142 7,961
Less - Distributions to participants
------------ ------------ ------------ ------------ ------------
Net additions (deductions) 137,019 125,328 145,440 18,142 7,961
Net assets available for benefits-
beginning of period - - - - -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 137,019 $ 125,328 $ 145,440 $ 18,142 $ 7,961
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity
Fidelity Growth Fidelity Capital Blue Chip Low-Priced
Magellan Company OTC Appreciation Growth Stock
Fund Fund Portfolio Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 482,875 $ 169,762 $ 495 $ 426 $ 4,825 $ 201
Company contributions 327,899 107,207 196 167 1,918 60
Investment income:
Dividends 1,045,614 286,324 119 12
Net appreciation (depreciation)
in value of investments 8,298,955 514,856 953 311 8,493 63
Loan administration fees (4,000) (23)
Other 21,153 4,992 3 33
Transfers of participants' balances, net (103,256) (38,476) 10,962 2,043 72,613 1,060
------------ ------------ ------------ ------------ ------------ ------------
10,069,240 1,044,642 12,606 3,069 87,882 1,396
Less - Distributions to participants 678,181 66,901
------------ ------------ ------------ ------------ ------------ ------------
Net additions (deductions) 9,391,059 977,741 12,606 3,069 87,882 1,396
Net assets available for benefits-
beginning of period 34,000,364 3,637,906 - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 43,391,423 $ 4,615,647 $ 12,606 $ 3,069 $ 87,882 $ 1,396
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-39-
<PAGE> 41
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 3 of 3)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Fidelity
Fidelity International Fidelity
Small Cap Fidelity Fidelity Growth & Fidelity Freedom
Selector Value Overseas Income Worldwide Income
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 277 $ 722 $ 48,045 $ 849 $ 332 $ 449
Company contributions 133 314 30,859 352 120 320
Investment income:
Dividends 103 23,079 206 235 8
Net appreciation (depreciation)
in value of investments 381 (52) 163,897 388 256 7
Loan administration fees
Other 5 1,568 32 5
Transfers of participants' balances, net 4,033 16 (80,626) 6,158 6,630 (86)
----------- ----------- ----------- ----------- ----------- -----------
4,824 1,108 186,822 7,985 7,578 698
Less - Distributions to participants 12,061
----------- ----------- ----------- ----------- ----------- -----------
Net additions (deductions) 4,824 1,108 174,761 7,985 7,578 698
Net assets available for benefits-
beginning of period - - 1,035,967 - - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits-
end of period $ 4,824 $ 1,108 $ 1,210,728 $ 7,985 $ 7,578 $ 698
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Fidelity Fidelity Fidelity Fidelity UGI
Freedom Freedom Freedom Freedom Common
2000 2010 2020 2030 Stock Participant
Fund Fund Fund Fund Fund Loans
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Participants' contributions $ 127 $ 5,072 $ 1,437 $ 1,200 $ 73,928
Company contributions 103 2,153 1,138 306 53,928
Investment income:
Dividends 3,739 3,456 654 43 35,485
Net appreciation (depreciation)
in value of investments 775 6,669 3,218 88 88,701
Loan administration fees (4) (2,714)
Other 14 170 78 2 3,012 $ (1,061)
Transfers of participants' balances, net 111,423 95,397 18,744 280 (6,096) 121,258
----------- ----------- ----------- ----------- ----------- -----------
116,181 112,917 25,265 1,919 246,244 120,197
Less - Distributions to participants 20,919 321,493
----------- ----------- ----------- ----------- ----------- -----------
Net additions (deductions) 116,181 112,917 25,265 1,919 225,325 (201,296)
Net assets available for benefits-
beginning of period - - - - 2,207,684 3,682,518
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits-
end of period $ 116,181 $ 112,917 $ 25,265 $ 1,919 $ 2,433,009 $ 3,481,222
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-40-
<PAGE> 42
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 1 of 1)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Fidelity
Fidelity Managed Fidelity
Cash Fixed Income Intermediate
Reserves Income Portfolio II Bond
Total Fund Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 6,675,809 $ 381,701 $ 812,796 $ 340,887
Company contributions 4,383,100 298,390 597,798 226,584
Investment income:
Interest 216,115 $ 216,115
Dividends 7,652,793 1,492,069 896,879 201,176
Net appreciation (depreciation)
in value of investments (3,274,376) 92,796
Loan administration fees (28,119) (2,496) (208) (365)
Other 228,448 28,871 (17) 29,055 9,914
Transfers of participants' balances, net 173,836 134,496 (4,976,872) 6,109,894 269,046
------------- ------------- ------------- ------------- -------------
16,027,606 2,333,031 (4,760,774) 8,446,214 1,140,038
Less - Distributions to participants 13,387,402 3,426,142 476,023 2,648,940 477,230
------------- ------------- ------------- ------------- -------------
Net additions (deductions) 2,640,204 (1,093,111) (5,236,797) 5,797,274 662,808
Net assets available for benefits-
beginning of year 128,757,830 29,213,828 8,735,309 9,966,151 3,002,368
------------- ------------- ------------- ------------- -------------
Net assets available for benefits-
end of year $ 131,398,034 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Fidelity
Spartan Fidelity Fidelity
U.S. Equity Equity Fidelity Growth
Index Income Fidelity Magellan Company
Fund Fund Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Participants' contributions $ 425,734 $ 1,406,751 $ 384,815 $ 1,765,003 $ 659,691
Company contributions 241,992 891,399 234,914 1,172,746 401,736
Investment income:
Interest
Dividends 98,358 1,777,481 324,881 2,388,243 297,413
Net appreciation (depreciation)
in value of investments 197,302 (1,849,169) (124,147) (699,822) (275,288)
Loan administration fees (46) (2,639) (3,610) (12,745) (170)
Other 8,465 48,655 8,197 65,526 17,081
Transfers of participants' balances, net 227,124 (2,514,643) 875,587 (969,057) 109,790
------------- ------------- ------------- ------------- -------------
1,198,929 (242,165) 1,700,637 3,709,894 1,210,253
Less - Distributions to participants 363,372 2,458,445 166,697 2,627,626 282,022
------------- ------------- ------------- ------------- -------------
Net additions (deductions) 835,557 (2,700,610) 1,533,940 1,082,268 928,231
Net assets available for benefits-
beginning of year 3,014,426 30,711,643 2,390,809 32,918,096 2,709,675
------------- ------------- ------------- ------------- -------------
Net assets available for benefits-
end of year $ 3,849,983 $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------
UGI
Fidelity Common
Overseas Stock Participant
Fund Fund Loans
------------- ------------- -------------
<S> <C> <C> <C>
Participants' contributions $ 196,285 $ 302,146
Company contributions 114,416 203,125
Investment income:
Interest
Dividends 47,000 129,293
Net appreciation (depreciation)
in value of investments (182,139) (433,909)
Loan administration fees (5,840)
Other 4,886 9,570 $ (1,755)
Transfers of participants' balances, net 39,779 (152,121) 1,020,813
------------- ------------- -------------
220,227 52,264 1,019,058
Less - Distributions to participants 128,930 121,235 210,740
------------- ------------- -------------
Net additions (deductions) 91,297 (68,971) 808,318
Net assets available for benefits-
beginning of year 944,670 2,276,655 2,874,200
------------- ------------- -------------
Net assets available for benefits-
end of year $ 1,035,967 $ 2,207,684 $ 3,682,518
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-41-
<PAGE> 43
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the AmeriGas Propane, Inc. Savings Plan
(Plan) provides general information on the provisions of the Plan in effect on
December 31, 1998 and during the periods covered by the financial statements.
More complete information is included in the Plan document.
GENERAL. The Plan is a defined contribution plan covering employees of AmeriGas
Propane, Inc. (a Pennsylvania corporation, hereinafter referred to as "the
Company"). Effective October 1, 1998, employees are eligible upon hire to
participate in the Plan. Prior to October 1, 1998, the Plan covered employees
having a minimum of one year of eligible service as defined in the Plan
document. The Plan holds assets of certain defined contribution pension plans
that were terminated in prior years and were merged into the Plan. Such assets
include what is referred to as the "Pension Account" and "Predecessor Pension
Rollover Account" and do not impact the general provisions of the Plan. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The Plan is administered by the AmeriGas Propane, Inc. Benefits
Committee (Plan Administrator), whose members are appointed by the President of
the Company and subject to approval by the Company's Compensation/Pension
Committee.
CHANGE IN PLAN YEAR. The Compensation/Pension Committee of AmeriGas Propane
Inc.'s Board of Directors approved a change to the Plan's fiscal year from one
ending on September 30 to one ending on December 31, effective October 1, 1998.
Accordingly, the Plan financial statements include the three months ended
December 31, 1998 (1998 Short Plan Year) and the year ended September 30, 1998
(1998 Plan Year).
CONTRIBUTIONS. Effective October 1, 1998, a participant may elect to contribute
to the Plan on a before-tax basis through payroll reduction an amount equal to
from 1% to 15%, in whole percentages, of eligible compensation. Prior to October
1, 1998, a participant could contribute, from 1% to 10%, in whole percentages of
eligible compensation. Calendar year contribution amounts are subject to limits
prescribed by the Internal Revenue Code (IRC). A participant may increase,
reduce or suspend his or her contributions at any time by calling Fidelity
Institutional Retirement Services Co. (FIRSCO).
The Plan also accepts on behalf of any employee, (i) the entire amount of cash
received as a distribution from another qualified trust forming part of a plan
described in Section 401(a) of the IRC or from a "rollover" individual
retirement plan described in Section 408 of the IRC, or (ii) a direct transfer
from another plan qualified under Section 401(a) of the IRC.
The Company shall contribute to the Plan an amount equal to 100% of
contributions made by each eligible participant for each payroll period of up to
a total of 5% of the participant's eligible compensation for each such payroll
period. A participant will be eligible to receive matching contributions after
he or she has completed a year of service.
-42-
<PAGE> 44
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The Company may also make profit-sharing contributions for each Plan year, out
of its net profits, as shall be determined by its Board of Directors, in its
sole discretion, to all eligible participants. A participant will be eligible to
receive profit sharing contributions if he or she (a) has completed one year of
service, (b) was not eligible to participate in the AmeriGas Propane, Inc.
Supplemental Executive Retirement Plan as of the last day of a Plan year, and
(c) either (i) was actively employed or on a qualifying leave of absence on the
last day of a Plan year or (ii) retired, died, or became disabled (as defined in
the Plan) during a Plan year. Subject to certain limitations, the profit sharing
contribution to be credited to a participant's account shall be determined by
dividing the total amount of such contribution by the number of eligible Plan
participants. No such amounts were contributed to the Plan for the 1998 Short
Plan Year or the 1998 Plan Year.
Any participant who (a) satisfies the eligibility requirements described above
(b) was a participant in the former Retirement Income Plan for Employees of AP
Propane, Inc. as of December 31, 1988 and (c) had attained the age of 50 as of
that date, is entitled to an additional contribution as of the last day of each
Plan year as follows:
<TABLE>
<CAPTION>
Age as of Percentage of
December 31, 1988 Eligible Compensation
----------------- ---------------------
<S> <C>
50 to 54 2%
55 to 59 3%
60 and over 4%
</TABLE>
All contributions are invested in accordance with participant investment
elections in effect on the dates of the contributions.
A participant will at all times be fully (100%) vested in the portion of his or
her account attributable to participant contributions. A participant is fully
vested in the portion of his or her account attributable to the Company's
contributions (including Company contributions previously made to the AmeriGas
Propane, Inc. Pension Plan (the "Pension Plan") upon the earlier of (i) the
completion of five years of service or (ii) the attainment of normal retirement
age, total disability (as defined by the Plan document) or death while in the
employ of the Company or an affiliated company. For Plan purposes, a participant
will attain normal retirement age on the later of his or her 65th birthday or
the fifth anniversary of his or her date of hire.
-43-
<PAGE> 45
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
A participant who terminates employment before he or she is fully vested will
forfeit nonvested amounts attributable to Company contributions. These forfeited
amounts remain in the Plan and are available to reduce future Company
contributions. For the 1998 Short Plan Year and 1998 Plan Year, forfeitures of
$28,067 and $425,686, respectively, were used to reduce Company contributions.
During the 1998 Short Plan Year and 1998 Plan Year, $186,641 and $346,273,
respectively, were forfeited from participant accounts. As of December 31, 1998
and September 30, 1998, there was $716,619 and $569,447, respectively, of
forfeitures remaining in the Plan.
INVESTMENT FUNDS. A participant may elect to have his or her funds invested in
one or more investment funds. Funds designated with an asterisk (*) below
represent fund options which became available October 1, 1998. The Plan's
investment funds are categorized as follows:
- Money Market Fund
- Fidelity Cash Reserves Fund
This investment category comprises an unaffiliated
registered investment company mutual fund whose investments
comprise high-quality, short-term certificates of deposit,
repurchase agreements, commercial paper or other similar
short-term investments and whose investment objective is to
achieve current income while maintaining a stable share
price.
- Fixed Income Fund
- Fixed Income Fund
Prior to its termination on October 1, 1998, this investment
category consisted of three-year guaranteed investment
contracts with insurance companies. The 1996 Plan year
contract was placed with New York Life Insurance Company.
The investment objective of the fund was to provide a fixed
rate of investment return guaranteed by the insurance
companies for a specified period of time. Effective October
1, 1996, contributions to the Fixed Income Fund were
discontinued. Participant account balances in the Fixed
Income Fund were liquidated and reinvested in accordance
with participant elections (or, if an election was not made,
the default fund described below) as the guaranteed
investment contracts matured.
-44-
<PAGE> 46
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Managed Income Fund
- Fidelity Managed Income Portfolio II Fund
This investment category comprises an unaffiliated commingled pool
whose investments comprise principally guaranteed investment contracts
offered by insurance companies and financial institutions and whose
investment objective is to provide a fixed rate of investment return
guaranteed by the insurance company or financial institution for a
specified period of time, generally between one and seven years.
- Bond Funds
- Fidelity Intermediate Bond Fund
- Fidelity Capital & Income Fund *
This investment category comprises unaffiliated registered investment
company mutual funds whose investments comprise principally fixed
income obligations and whose investment objective is to achieve
current income.
- Index Funds
- Fidelity U.S. Bond Index Fund *
- Fidelity Spartan U. S. Equity Index Fund
This investment category comprises unaffiliated registered investment
company mutual funds whose investments broadly represent the U.S. bond
market as measured by the Lehman Brothers Aggregate Bond Index and the
U.S. stock market as measured by the Standard & Poor's Composite Index
of 500 Stocks, respectively. The investment objective of this
investment category is to track the performance of the respective
indices.
- Growth and Income Funds
- Fidelity Equity Income Fund
- Fidelity Fund
- Fidelity Puritan Fund *
- Fidelity Growth & Income Portfolio *
- Fidelity Balanced Fund *
- Fidelity Equity Income II Fund *
- Fidelity Real Estate Investment Portfolio *
-45-
<PAGE> 47
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
This investment category comprises registered investment company
mutual funds whose investments comprise income-producing debt and
equity securities and whose investment objective is to achieve current
income and capital appreciation.
- Growth Funds
- Fidelity Magellan Fund
- Fidelity Growth Company Fund
- Fidelity OTC Portfolio *
- Fidelity Capital Appreciation Fund *
- Fidelity Blue Chip Growth Fund *
- Fidelity Low-Priced Stock Fund *
- Fidelity Small Cap Selector Fund*
- Fidelity Value Fund *
This investment category comprises registered investment company
mutual funds whose investments comprise principally equity securities
and whose investment objective is to achieve capital appreciation over
an extended period of time.
- International Funds
- Fidelity Overseas Fund
- Fidelity International Growth & Income Fund *
- Fidelity Worldwide Fund *
This investment category comprises unaffiliated registered investment
company mutual funds whose investments comprise debt and equity
securities principally of foreign issuers and whose investment
objective is to achieve capital appreciation over an extended period
of time.
- Fidelity Freedom Funds
- Fidelity Freedom Income Fund *
- Fidelity Freedom 2000 Fund *
- Fidelity Freedom 2010 Fund *
- Fidelity Freedom 2020 Fund *
- Fidelity Freedom 2030 Fund *
This investment category comprises unaffiliated registered investment
company mutual funds which invest in a combination of underlying
Fidelity funds according to an asset allocation strategy that becomes
increasingly conservative over time as each fund's target retirement
date approaches. When each of these target retirement date funds
matches the asset allocation of the Fidelity Freedom Income Fund
(approximately five to ten years after the respective fund's target
retirement date), it is expected that each fund will be combined with
the Fidelity Freedom Income Fund. These funds' investment objectives
are to achieve high total return over an extended period of time.
-46-
<PAGE> 48
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Employer Stock Fund
- UGI Common Stock Fund
This fund invests principally in shares of UGI Corporation Common
Stock. Participants in the fund do not individually own specific
shares of UGI Corporation Common Stock but rather own units in the
fund that invests in such shares. The value of a unit in the UGI
Common Stock Fund was initially set at $10.00 and is recalculated
daily by dividing the fair value of the fund's assets (comprising
shares of UGI Corporation Common Stock and temporary cash investments)
by the total number of units outstanding. The UGI Common Stock Fund
holds a small cash position in order to allow participants to perform
certain transactions on a daily basis without having to wait for the
purchase or sale of UGI Common Stock to settle. During the 1998 Short
Plan Year and the 1998 Plan Year, the ranges of high and low unit
values were $10.79 and $9.51, and $12.72 and $8.95, respectively.
Participants may transfer amounts between funds (excluding transfers made from
the Fixed Income Fund prior to the expiration of the investment contract) at any
time with no limit. Participants may change their investment elections for
future contributions at any time. In the absence of a participant's Fixed Income
Fund reinvestment election, during the 1998 Short Plan Year and the 1998 Plan
Year all amounts were reinvested in the Fidelity Managed Income Portfolio II
Fund.
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for investment assets of the Fixed Income Fund for which Mellon
Bank, N.A. was the Plan's trustee.
DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a
result of retirement, death or total disability, as defined by the Plan
document, shall be equal to the proceeds of liquidation of 100% of the balance
of his or her account. Participants may elect to receive their interest in the
UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The
Plan benefit of a participant who terminates employment for reasons other than
retirement, death or total disability shall be equal to the proceeds of
liquidation of the vested portion of his or her account.
Distributions will generally be made in the form of a lump sum. If the value of
a participant's account exceeds $5,000 ($3,500 prior to October 1, 1998) and the
participant is married, the participant's Pension Account and Predecessor
Pension Rollover Account will be distributed in the form of a joint and survivor
annuity. Under a joint and survivor annuity, the participant will receive a
monthly benefit for his or her lifetime; upon the participant's death, the
participant's surviving spouse, if any, will receive a monthly benefit equal to
50% of the benefit the participant
-47-
<PAGE> 49
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
was receiving. If the value of the participant's account exceeds $5,000 ($3,500
prior to October 1, 1998) and the participant is not married, the participant's
Pension Account and Predecessor Pension Rollover Account will be distributed in
the form of a single life annuity. In lieu of a joint and survivor annuity or a
single life annuity, a participant may generally elect to receive his Pension
Account and Predecessor Pension Rollover Account in the form of (i) a lump sum,
(ii) a single life annuity, (iii) a joint and survivor annuity with 50% or 100%
of the participant's monthly payments continuing, after the participant's death,
for the life of the participant's beneficiary, or (iv) installments over 5 or 10
years, as elected by the participant. Any such election will be subject to
spousal consent, if applicable.
Where the amount to be distributed exceeds $5,000 ($3,500 prior to October 1,
1998), no distribution shall be made to any Plan participant prior to his or her
normal retirement age (as defined above) unless the participant elects to
receive such distribution. Where the amount to be distributed does not exceed
$5,000 ($3,500 before October 1, 1998) and has not exceeded $5,000 ($3,500
before October 1, 1998) at the time of any prior distribution, a Plan
participant's benefit will be distributed as soon as practicable after the
participant's termination of employment.
A participant who continues to work past age 70-1/2 may elect to defer
distribution until he or she terminates employment. Otherwise, distributions
must generally be made as soon as practicable after the participant reaches the
normal retirement age as defined above.
DEATH. If a participant dies prior to receiving a distribution of his or her
account, the participant's designated beneficiary shall be entitled to receive a
distribution of the proceeds of liquidation of 100% of the vested balance of the
participant's account. Generally, the account will be distributed to the
beneficiary as soon as practicable following the date of death. The beneficiary
of a participant who is married at the time of the participant's death will be
the participant's spouse, unless the participant designated another beneficiary
and the spouse consented to such designation in accordance with procedures
specified by the Plan document.
Death benefits are generally paid in the form of a lump sum. Death benefits
payable to a spouse from the Pension Account and the Predecessor Pension
Rollover Account are paid in the form of a single life annuity unless the spouse
elects a lump sum distribution.
WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of
his or her account attributable to previously permitted after-tax contributions
(including after-tax contributions that were matched by the Company) at any
time. However, the withdrawal must be in an amount of at least $250. No more
than one withdrawal is permitted in any calendar year from each of the matched
and unmatched portions of a participant's after-tax contribution account.
-48-
<PAGE> 50
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
A participant may withdraw once per calendar year up to 100% of amounts
attributable to participation in certain "predecessor plans" and rollover
contributions from other 401(a) or individual retirement plan accounts, however
the amount must be at least $500 or, if less, the total value of the applicable
account.
A participant may withdraw before-tax contributions (and earnings attributable
thereto credited as of December 31, 1988) only on account of financial hardship
resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure
on a primary residence; or (d) purchase of a primary residence. A hardship
withdrawal will be permitted if the Plan Administrator determines that (i) the
withdrawal is on account of an immediate and heavy financial need of the
participant and (ii) the withdrawal is necessary to satisfy such financial need.
While a participant is still employed by the Company, withdrawals of amounts
attributable to Company contributions, and post-1988 earnings on participant
before-tax contributions, are not permitted.
LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the
time a loan is to be made, the amount of all loans to be outstanding may not
exceed the lesser of (a) 50% of a participant's before-tax and rollover account
balances, or (b) $50,000 less the highest balance of any loan during the prior
twelve-month period. Each loan bears interest at a rate determined in accordance
with generally prevailing market conditions for similar types of loans. The
minimum loan amount is $1,000 ($500 prior to October 1, 1998). The amount of the
loan withdrawn from a participant's account is allocated in proportion to the
value of the participant's salary deferral and rollover account balances in each
investment fund. Repayments, including interest, are made in equal installments
through payroll deductions and are allocated to participant accounts in
accordance with current investment elections. No loan may have a final maturity
in excess of five years except that, if the loan is used to purchase a principal
residence for the participant, the loan may have a final maturity of up to ten
years. No participant shall be permitted to have more than two loans outstanding
at any one time.
ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to
the Plan unless paid for by the Company. The Company currently pays Plan
administrative expenses other than loan administration fees which are charged to
participants. Mutual fund expenses are paid to fund managers from mutual fund
assets.
PLAN TERMINATION. Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan in whole or in part at any time for any
reason. In the event of a complete or partial termination of the Plan, the
affected participants will become fully vested in their account balances.
-49-
<PAGE> 51
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
PLAN AMENDMENT. The Company may amend the Plan at any time for any reason by
written action of its Board of Directors. Amendments required to comply with
applicable legal requirements, however, may be made by an officer of the Company
without Board approval.
VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right
to instruct the trustee of the Plan how to vote, at each meeting of
shareholders, all shares of UGI Corporation Common Stock (including fractional
shares) represented by the value of the participant's interest in the UGI Common
Stock Fund, and a pro rata portion of unvoted shares. A participant also has the
right to direct the trustee of the Plan whether or not to tender shares in
response to a tender offer.
2. ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investments, other than contracts with insurance companies, are recorded at fair
value generally based upon quoted market prices. The contract with an insurance
company included in the Fixed Income Fund approximates fair value and represents
the amount on deposit with the insurance company plus accrued interest.
Dividend income is recorded on the record date. Interest earned on investments
is recorded on the accrual basis. Purchases and sales of securities are recorded
on a trade date basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in fair value of investments which
consists of realized gains or losses and unrealized appreciation (depreciation)
in the fair value of those investments.
Distributions are made to Plan participants based upon the fair value of each
participant's investment account (except for investments of the Fixed Income
Fund for which distributions are based upon contract value) as of the date of
distribution.
Transfers of participant balances represent amounts directed by participants to
be transferred among investment funds, amounts transferred as a result of the
maturity of group annuity contracts, and those amounts transferred to or from
the UGI Utilities, Inc. Savings Plan, an affiliate plan.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of net assets available for benefits and changes
therein. Actual results could differ from these estimates.
-50-
<PAGE> 52
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. TRUST INVESTMENTS
The components of trust investments by fund at December 31, 1998 and September
30, 1998 are as follows:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
------------ -------------
<S> <C> <C>
Fidelity Cash Reserves Fund (shares -- 28,415,877 and 28,120,717, respectively) $28,415,877 $28,120,717
----------- -----------
Fixed Income Fund
Group annuity contract with insurance company:
1996 Plan Year - 6.12% -- 3,498,512
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 19,352,975 and 15,763,425, respectively) 19,352,975 15,763,425
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 368,434 and 352,421, respectively) 3,783,823 3,665,176
----------- -----------
Fidelity Capital and Income Fund (shares -- 69) 641
-----------
Fidelity U.S. Bond Index Fund (shares -- 3,461) 38,136
-----------
Fidelity Spartan U.S. Equity Index Fund (shares -- 108,203 and 105,973, respectively) 4,756,641 3,849,983
----------- -----------
Fidelity Equity Income Fund (shares -- 563,783 and 564,738, respectively) 31,318,132 28,011,033
----------- -----------
Fidelity Fund (shares -- 143,182 and 130,825, respectively) 5,253,333 3,924,749
----------- -----------
Fidelity Puritan Fund (shares -- 6,827) 137,019
-----------
Fidelity Growth & Income Portfolio (shares -- 2,734) 125,328
-----------
Fidelity Balanced Fund (shares -- 8,890) 145,440
-----------
Fidelity Equity Income II Fund (shares -- 605) 18,142
-----------
Fidelity Real Estate Investment Portfolio (shares -- 512) 7,961
-----------
Fidelity Magellan Fund (shares -- 359,141 and 348,650, respectively) 43,391,423 34,000,364
----------- -----------
Fidelity Growth Company Fund (shares -- 90,467 and 80,771, respectively) 4,615,647 3,637,906
----------- -----------
Fidelity OTC Portfolio (shares -- 289) 12,606
-----------
Fidelity Capital Appreciation Fund (shares -- 139) 3,069
-----------
Fidelity Blue Chip Growth Fund (shares -- 1,744) 87,882
-----------
Fidelity Low-Priced Stock Fund (shares -- 61) 1,396
-----------
Fidelity Small Cap Selector Fund (shares -- 340) 4,824
-----------
</TABLE>
-51-
<PAGE> 53
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
------------- -------------
<S> <C> <C>
Fidelity Value Fund (shares -- 24) 1,108
------------
Fidelity Overseas Fund (shares -- 33,650 and 33,268, respectively) 1,210,728 1,035,967
------------ ------------
Fidelity International Growth and Income Fund (shares -- 382) 7,985
------------
Fidelity Worldwide Fund (shares -- 458) 7,578
------------
Fidelity Freedom Income Fund (shares -- 62) 698
------------
Fidelity Freedom 2000 Fund (shares -- 9,422) 116,181
------------
Fidelity Freedom 2010 Fund (shares -- 8,490) 112,917
------------
Fidelity Freedom 2020 Fund (shares -- 1,811) 25,265
------------
Fidelity Freedom 2030 Fund (shares -- 138) 1,919
------------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 235,513 and 221,951, respectively) 2,397,524 2,173,578
Dividends receivable 35,485 34,106
------------ ------------
2,433,009 2,207,684
------------ ------------
Total trust investments - fair value, except for group annuity contract
which is carried at cost plus accrued interest $145,387,683 $127,715,516
============ ============
Total trust investments - cost $119,796,511 $115,306,882
============ ============
</TABLE>
-52-
<PAGE> 54
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The numbers of Plan participants with account balances by investment option at
December 31, 1998 and September 30, 1998 were:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
------------ -------------
<S> <C> <C>
Fidelity Cash Reserves Fund 3,255 3,553
Fixed Income Fund:
1996 Plan year contract -- 1,958
Fidelity Managed Income Portfolio II Fund 2,692 2,341
Fidelity Intermediate Bond Fund 925 955
Fidelity Capital & Income Fund 11 --
Fidelity U.S. Bond Index Fund 16 --
Fidelity Spartan U.S. Equity Index Fund 657 625
Fidelity Equity Income Fund 2,401 2,556
Fidelity Fund 697 666
Fidelity Puritan Fund 34 --
Fidelity Growth & Income Portfolio 42 --
Fidelity Balanced Fund 39 --
Fidelity Equity Income II Fund 19 --
Fidelity Real Estate Investment Portfolio 17 --
Fidelity Magellan Fund 2,680 2,795
Fidelity Growth Company Fund 911 906
Fidelity OTC Portfolio 12 --
Fidelity Capital Appreciation Fund 8 --
Fidelity Blue Chip Growth Fund 63 --
Fidelity Low-Priced Stock Fund 11 --
Fidelity Small Cap Selector Fund 10 --
Fidelity Value Fund 10 --
Fidelity Overseas Fund 389 394
Fidelity International Growth & Income Fund 26 --
Fidelity Worldwide Fund 20 --
Fidelity Freedom Income Fund 2 --
Fidelity Freedom 2000 Fund 7 --
Fidelity Freedom 2010 Fund 11 --
Fidelity Freedom 2020 Fund 7 --
Fidelity Freedom 2030 Fund 8 --
UGI Common Stock Fund 833 841
Participant loans 900 971
</TABLE>
-53-
<PAGE> 55
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The total number of Plan participants with account balances at December 31, 1998
and September 30, 1998 of 5,201 and 5,481, respectively, was less than the sum
of the numbers of participants shown in the schedule above because many
participants invest in more than one fund.
During the 1998 Short Plan Year and 1998 Plan Year, the Plan purchased, at
market prices, 5,987 and 19,786 shares of UGI Corporation Common Stock directly
from UGI Corporation for $141,715 and $521,127, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of investments.
The Schedule of Assets Held for Investment Purposes depicts the types of
investment funds available and the proportionate share of assets held in each
particular investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable determination
letter concerning the qualified status of the Plan in effect as of September 30,
1994 under Section 401(a) of the IRC. The Plan has since been amended, however,
the Plan Administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC. No U.S.
income taxes are required to be paid by the trust created under the Plan (the
Trust) and participants are not taxed on Company contributions to the Trust or
income earned by the Trust. When a participant, or his or her beneficiary or
estate, receives a distribution under the Plan, the taxability of the value of
such distribution depends on the form and time of payment.
-54-
<PAGE> 56
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------------------
Number of
Shares or Fair Value/
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- ---------------- ------------ ------------ -------
<S> <C> <C> <C> <C>
FIDELITY CASH RESERVES FUND (1) (3) 28,415,877 shrs $ 28,415,877 $ 28,415,877 100.00%
------------ ------------ -------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 19,352,975 shrs 19,352,975 19,352,975 100.00%
------------ ------------ -------
FIDELITY INTERMEDIATE BOND FUND (3) 368,434 shrs 3,755,619 3,783,823 100.00%
------------ ------------ -------
FIDELITY CAPITAL AND INCOME FUND (3) 69 shrs 642 641 100.00%
------------ ------------ -------
FIDELITY U.S. BOND INDEX FUND (3) 3,461 shrs 38,059 38,136 100.00%
------------ ------------ -------
FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 108,203 shrs 3,589,571 4,756,641 100.00%
------------ ------------ -------
FIDELITY EQUITY INCOME FUND (1) (3) 563,783 shrs 22,833,919 31,318,132 100.00%
------------ ------------ -------
FIDELITY FUND (3) 143,182 shrs 4,277,303 5,253,333 100.00%
------------ ------------ -------
FIDELITY PURITAN FUND (3) 6,827 shrs 134,069 137,019 100.00%
------------ ------------ -------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 2,734 shrs 117,340 125,328 100.00%
------------ ------------ -------
FIDELITY BALANCED FUND (3) 8,890 shrs 141,421 145,440 100.00%
------------ ------------ -------
FIDELITY EQUITY INCOME II FUND (3) 605 shrs 18,002 18,142 100.00%
------------ ------------ -------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 512 shrs 8,051 7,961 100.00%
------------ ------------ -------
FIDELITY MAGELLAN FUND (1) (3) 359,141 shrs 29,177,743 43,391,423 100.00%
------------ ------------ -------
FIDELITY GROWTH COMPANY FUND (3) 90,467 shrs 4,060,028 4,615,647 100.00%
------------ ------------ -------
FIDELITY OTC PORTFOLIO (3) 289 shrs 11,653 12,606 100.00%
------------ ------------ -------
FIDELITY CAPITAL APPRECIATION FUND (3) 139 shrs 2,842 3,069 100.00%
------------ ------------ -------
FIDELITY BLUE CHIP GROWTH FUND (3) 1,744 shrs 79,390 87,882 100.00%
------------ ------------ -------
FIDELITY LOW-PRICED STOCK FUND (3) 61 shrs 1,332 1,396 100.00%
------------ ------------ -------
FIDELITY SMALL CAP SELECTOR FUND (3) 340 shrs 4,443 4,824 100.00%
------------ ------------ -------
FIDELITY VALUE FUND (3) 24 shrs 1,159 1,108 100.00%
------------ ------------ -------
FIDELITY OVERSEAS FUND (3) 33,650 shrs 1,138,612 1,210,728 100.00%
------------ ------------ -------
</TABLE>
-55-
<PAGE> 57
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
<TABLE>
<CAPTION>
December 31, 1998
-------------------------------------------------------------
Number of
Shares or Fair Value/
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- ------------- ------------- ------------- -------
<S> <C> <C> <C> <C>
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 382 shrs 7,596 7,985 100.00%
------------- ------------- -------
FIDELITY WORLDWIDE FUND (3) 458 shrs 7,318 7,578 100.00%
------------- ------------- -------
FIDELITY FREEDOM INCOME FUND (3) 62 shrs 691 698 100.00%
------------- ------------- -------
FIDELITY FREEDOM 2000 FUND (3) 9,422 shrs 115,405 116,181 100.00%
------------- ------------- -------
FIDELITY FREEDOM 2010 FUND (3) 8,490 shrs 106,247 112,917 100.00%
------------- ------------- -------
FIDELITY FREEDOM 2020 FUND (3) 1,811 shrs 22,046 25,265 100.00%
------------- ------------- -------
FIDELITY FREEDOM 2030 FUND (3) 138 shrs 1,840 1,919 100.00%
------------- ------------- -------
UGI COMMON STOCK FUND (3)
UGI Corporation Unitized Stock Fund 235,513 units 2,339,833 2,397,524 98.54%
Dividends receivable $ 35,485 35,485 35,485 1.46%
------------- ------------- -------
2,375,318 2,433,009 100.00%
------------- ------------- -------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 12.70%) (3) (4) - 3,481,222 100.00%
------------- ------------- -------
Total - all funds $ 119,796,511 $ 148,868,905
------------- -------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Investment represents 5% or more of the net assets available for benefits.
(2) Percentages represent percentage of fair value / contract value of each
fund.
(3) Party in interest.
(4) Range of interest rates for loans outstanding as of December 31, 1998.
-56-
