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As filed with the Securities and Exchange Commission on November 1, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UGI CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2668356
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(Address, including zip code, of principal executive offices)
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UGI HVAC Enterprises, Inc. Savings Plan
UGI Utilities, Inc. Savings Plan
AmeriGas Propane, Inc. Savings Plan
UGI Corporation 2000 Stock Incentive Plan
UGI Corporation 2000 Directors' Stock Option Plan
(Full title of the plans)
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BRENDAN P. BOVAIRD, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(610) 337-1000
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
LINDA L. GRIGGS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036-5869
(202) 467-7245
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED/1/ MAXIMUM MAXIMUM REGISTRATION
TO BE OFFERING AGGREGATE FEE
REGISTERED PRICE PER OFFERING
SHARE PRICE
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<S> <C> <C> <C> <C>
Common stock,
without par value 1,600,000 shares $21.78125/2/ $ 34,850,000 $9,201.00
71,791 shares/3/ $ 16.75/3/ $8,322,019.75/3/ $2,600.63/3/
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</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends, or similar transactions in accordance with the
anti-dilution provisions of the plans. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
savings plans described herein.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
reported high and low sales prices for the common stock as reported on the New
York Stock Exchange for October 27, 2000.
(3) Pursuant to Rule 429(b), this registration statement includes 71,791 shares
of common stock that may be issued from time to time and that were previously
registered on the registration statement on Form S-8 (No. 33-47319), originally
filed on April 20, 1992. In connection with the 71,791 previously registered
shares of common stock that are being carried forward on this registration
statement, the registrant paid a fee of $2,600.63.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Introductory Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by UGI with the Commission under the
Securities Exchange Act of 1934, as amended, are hereby incorporated by
reference into this Registration Statement:
(a) UGI's Annual Report on Form 10-K, as amended, filed pursuant to
Section 13(a) of the Exchange Act for the fiscal year ended September 30, 1999,
as amended by Form 10-K/A dated June 28, 2000;
(b) UGI's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999, March 31, 2000 and June 30, 2000;
(c) The description of UGI's common stock contained in UGI's
registration statement under the Exchange Act on Form 8-B, dated March 23, 1992,
as amended by Amendment No. 1 to Form 8-B, dated April 10, 1992, and on Form 8-
A, dated June 24, 1996, and any amendments or reports filed after the date
hereof for the purpose of updating such description; and
(d) All documents subsequently filed by UGI pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold.
Any statement contained in this registration statement or in a
document incorporated or deemed to be incorporated by reference into this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference into this registration statement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides
that a business corporation may indemnify directors and officers against any
threatened, pending or completed action or proceeding, provided that the person
in question acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Section 1742 provides, however, that a business
corporation may indemnify its directors and officers only against expenses
(including attorneys' fees) if the action or proceeding is by or in the right of
the corporation. In addition, Section 1742 states that indemnification shall not
be made if the person has been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all of the circumstances of the case, the person is fairly and
reasonably entitled to indemnification for certain expenses. Section 1743
requires a corporation to indemnify its directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
Section 1713 of the Business Corporation Law permits the shareholders to
adopt a bylaw provision relieving a director (but not an officer) of personal
liability for monetary damages except where (i) the director has breached the
applicable standard of care, and (ii) such conduct constitutes self-dealing,
willful misconduct or recklessness. This section also provides that a director
may not be relieved of liability for the payment of taxes pursuant to any
federal, state or local law or of responsibility under a criminal statute.
Section 4.01 of UGI's Bylaws limits the liability of any director to the fullest
extent permitted by Section 1713 of the Business Corporation Law.
Section 1746 of the Business Corporation Law grants a corporation broad
authority to indemnify its directors, officers and other agents for liabilities
and expenses incurred in such capacity, except in circumstances where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. Article VII of
UGI's Bylaws provides for indemnification of directors, officers and other
agents to the extent otherwise permitted by Section 1741 of the Business
Corporation Law and pursuant to the authority of Section 1746 of the Business
Corporation Law.
Article VII of UGI's Bylaws provides, except as expressly prohibited by
law, an unconditional right to indemnification for expenses and any liability
paid or incurred by any director or officer of UGI, or any other person
designated by the Board of Directors as an indemnified representative, in
connection with any actual or threatened claim, action, suit or proceeding
(including derivative suits) in which he or she may be involved by reason of
being or having been a director, officer, employee or agent of UGI, or at the
request of UGI, of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity. The Bylaws specifically authorize
indemnification against both judgments and amounts paid in settlement of
derivative suits. Section 1742 of the Business Corporation Law only authorizes
indemnification
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of expenses incurred in defending a derivative action. Article VII of the Bylaws
also allows indemnification for punitive damages and liabilities incurred under
federal securities laws.
Unlike the provisions of Business Corporation Law Sections 1741 and 1742,
Article VII does not require UGI to determine the availability of
indemnification by the procedures or the standard of conduct specified in
Sections 1741 and 1742 of the Business Corporation Law. A person who has
incurred an indemnifiable expense or liability has a right to be indemnified
independent of any procedures or determinations that otherwise would be
required, and that right is enforceable against UGI as long as indemnification
is not prohibited by law. To the extent indemnification is permitted only for a
portion of a liability, the Bylaw provisions require UGI to indemnify such
portion. If the indemnification provided for in Article VII is unavailable for
any reason in respect of any liability or portion thereof, the Bylaws require
UGI to make a contribution toward the liability. Indemnification rights under
the Bylaws do not depend upon the approval of any future Board of Directors.
Section 7.04 of UGI's Bylaws authorizes UGI to further effect or secure its
indemnification obligations by entering into indemnification agreements,
maintaining insurance, creating a trust fund, granting a security interest in
its assets or property, establishing a letter of credit or using any other means
that may be available from time to time.
Section 5.01(c) of UGI's Bylaws limits the personal liability of officers
to UGI to the same extent that directors are relieved of such liabilities
pursuant to Section 4.01 of the Bylaws, with the exception that the limitation
of the liability of officers applies only to liabilities arising out of
derivative claims by shareholders asserting a right of UGI and not to
liabilities arising out of third party claims.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit Number Description of Exhibits
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<S> <C>
(Second) Amended and Restated Articles of Incorporation of
4.1 UGI, incorporated by reference from Exhibit 3(3)(a) to UGI's
Amendment No. 1 on Form 8 to Form 8-B dated April 10, 1992
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Bylaws of UGI, as amended on October 27, 1998, incorporated
4.2 by reference from Exhibit 3.2 to UGI's Annual Report on Form
10-K for the fiscal year ended September 30, 1998
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Rights Agreement, as amended as of August 18, 2000, between
4.3 UGI and Mellon Bank, N.A., successor to Mellon Bank (East)
N.A., as Rights Agent, and Assumption Agreement dated April
7, 1992
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5 Opinion of Morgan, Lewis & Bockius LLP
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23.1 Consent of Arthur Andersen LLP
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23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5)
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24 Power of Attorney (included on signature page hereof)
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</TABLE>
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The undersigned registrant hereby undertakes that it will submit or
has submitted the employee savings plans and any amendment or amendments thereto
to the IRS in a timely manner and has made or will make all changes required by
the IRS in order to qualify the employee savings plans.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of Prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
REGISTRANT: Pursuant to the requirements of the Securities Act of 1933, the
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registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in King of Prussia, Pennsylvania, on October 31, 2000.
REGISTRANT:
UGI CORPORATION, a Pennsylvania
corporation
By: /s/ Lon R. Greenberg
--------------------
Lon R. Greenberg, its Chairman,
President and Chief Executive Officer
Each person whose signature appears below hereby appoints Lon R. Greenberg,
Brendan P. Bovaird and Anthony J. Mendicino, and each of them, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and any registration statements
filed pursuant to General Instruction E to Form S-8 in respect of this
registration statement and any and all amendments (including post-effective
amendments) to any such registration statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to perform each and every act and thing appropriate or necessary to be
done, as fully and for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Capacity in which Signed Date
--------- ------------------------ ----
/s/ Lon R. Greenberg Chairman, President and Chief October 31, 2000
--------------------
Lon R. Greenberg Executive Officer (Principal
Executive Officer) and Director
/s/ Anthony J. Mendicino Vice President--Finance October 31, 2000
------------------------
Anthony J. Mendicino (Principal Financial Officer
and Principal Accounting Officer)
8
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/s/ Stephen D. Ban Director October 31, 2000
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Stephen D. Ban
/s/ Thomas F. Donovan Director October 31, 2000
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Thomas F. Donovan
/s/ Richard C. Gozon Director October 31, 2000
--------------------
Richard C. Gozon
/s/ Anne Pol Director October 31, 2000
------------
Anne Pol
/s/ Marvin O. Schlanger Director October 31, 2000
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Marvin O. Schlanger
/s/ James W. Stratton Director October 31, 2000
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James W. Stratton
/s/ David I. J. Wang Director October 31, 2000
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David I. J. Wang
9
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SIGNATURES
EMPLOYEE SAVINGS PLANS: Pursuant to the requirements of the Securities Act of
----------------------
1933, the persons who administer the employee savings plans have duly caused
this registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized in King of Prussia, Pennsylvania, on October 31, 2000.
EMPLOYEE SAVINGS PLANS:
UGI HVAC Enterprises, Inc. Savings Plan
By: /s/ Robert W. Krick
-------------------
Robert W. Krick, Treasurer of UGI HVAC
Enterprises, Inc.
UGI Utilities, Inc. Savings Plan
By: /s/ Robert W. Krick
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Robert W. Krick, Assistant Treasurer of UGI
Utilities, Inc.
AmeriGas Propane, Inc. Savings Plan
By: /s/ Carol A. Guinan
-------------------
Carol A. Guinan, Director of Benefits of
AmeriGas Propane, Inc.
10
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EXHIBIT INDEX
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Exhibit Number Description of Exhibits
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<S> <C>
(Second) Amended and Restated Articles of Incorporation of UGI,
4.1 incorporated by reference from Exhibit 3(3)(a) to UGI's Amendment
No. 1 on Form 8 to Form 8-B dated April 10, 1992
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Bylaws of UGI, as amended on October 27, 1998, incorporated by
4.2 reference from Exhibit 3.2 to UGI's Annual Report on Form
10-K for the fiscal year ended September 30, 1998
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Rights Agreement, as amended as of August 18, 2000, between UGI and
4.3 Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights
Agent, and Assumption Agreement dated April 7, 1992
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5 Opinion of Morgan, Lewis & Bockius LLP
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23.1 Consent of Arthur Andersen LLP
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23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
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24 Power of Attorney (included on signature page hereof)
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</TABLE>
11
