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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UGI Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
902681105
(CUSIP Number)
Neil J. Koren, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 1, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 902681105 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 276,400
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,344,300
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
2,620,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,620,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
PN and IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, Inc.
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SCHEDULE 13D
CUSIP No. 902681105 Page 3 of 7 Pages
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 276,400
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,344,300
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,620,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,620,700
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of UGI
Corporation (the "Issuer"). The principal executive office of the
Issuer is located at 460 North Gulph Road, King of Prussia, PA 19406.
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SCHEDULE 13D
CUSIP No. 902681105 Page 4 of 7 Pages
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive
officers and controlling persons, and the information regarding them,
are as follows:
(a) The names of the persons filing this statement are Snyder
Capital Management, L.P. ("SCMLP") and Snyder Capital Management, Inc.
("SCMI") (collectively, the "Filers"). Persons enumerated in
Instruction C of Schedule 13D are Alan Barry Snyder ("Snyder"),
Walter Niemasik, Jr. ("Niemasik"), Margot Thorington Murtaugh
("Murtaugh"), Robert John Stanton ("Stanton"), Steven James Block
("Block"), Peter Stuart Voss ("Voss"), Susan Roberta Katz-Snyder
("Katz-Snyder") and Sherry Ann Umberfield ("Umberfield")
(collectively, with the Filers, the "Named Persons").
SCMI is the sole general partner of SCMLP. Both SCMLP and SCMI
are wholly owned by Nvest Companies, L.P. ("Nvest Companies"), a
limited partnership affiliated with Nvest, L.P., a publicly traded
limited partnership. The general partner of Nvest, L.P. and the
managing general partner of Nvest Companies is an indirect, wholly
owned subsidiary of Metropolitan Life Insurance Company ("MetLife").
As of June 30, 1998, MetLife beneficially owned all of the general
partner interests in Nvest Companies and Nvest, L.P. and, in the
aggregate, general partner and limited partner interests of Nvest
Companies and Nvest, L.P. representing approximately 47% of the
economic interests in the business of Nvest Companies.
SCMI and Nvest Companies operate under an understanding that all
investment and voting decisions regarding advisory accounts managed by
SCMLP are to be made by SCMI and SCMLP and not by Nvest Companies or
any entity controlling Nvest Companies. Accordingly, SCMI and SCMLP
do not consider Nvest Companies or any entity controlling Nvest
Companies to have any direct or indirect control over the securities
held in managed accounts.
(b) The business address of SCMLP, SCMI, Snyder, Niemasik,
Murtaugh, Stanton, Block and Katz-Snyder is 350 California Street, San
Francisco, CA 94104. The business address of Voss, Umberfield, Nvest
Companies and Nvest, L.P. is 399 Boylston Street, Boston, MA 02116.
The business address of MetLife is One Madison Avenue, New York, New
York 10010.
(c) SCMLP is an investment adviser registered under the
Investment Advisers Act of 1940. SCMI is the sole general partner of
SCMLP. Snyder is the President of SCMI. Niemasik, Murtaugh, Stanton
and Block are the Vice Presidents of SCMI. Snyder, Niemasik, Voss,
Katz-Snyder and Umberfield are the directors of SCMI. Voss and
Umberfield are also the President and Executive Vice President,
respectively, of Nvest Companies.
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SCHEDULE 13D
CUSIP No. 902681105 Page 5 of 7 Pages
(d) During the last five years, none of the Named Persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Named Persons was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) SCMLP is a Delaware limited partnership. SCMI is a Delaware
corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-
Snyder and Umberfield are all citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
SCMLP Funds Under Management 2,006,154,756.63
ITEM 4. PURPOSE OF TRANSACTION.
SCMLP acquired the Stock on behalf of its advisory clients for the
purpose of investment.
SCMLP has been holding a position in the common stock of the Issuer
for more than five years, and has reluctantly come to the conclusion
that the Issuer's management and Board of Directors have been remiss
in delivering value to shareholders. The substantial decline in the
stock price in response to the ill-fated attempt to acquire Unisource
in early 1999 led SCMLP to strongly question the direction of the
Issuer.
After the failure of the Unisource deal, the Issuer's management and
Board embarked on a new venture -- the acquisition of the Flaga
business in Austria and the Czech Republic -- which SCMLP believes
further exposes the Issuer to risks in areas in which management has
little prior positive experience.
The Board of the Issuer has presided over a company whose stock price
today is no higher than it was in 1993, despite what has been
characterized as the greatest stock market rise in US history.
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SCHEDULE 13D
CUSIP No. 902681105 Page 6 of 7 Pages
Consequently, in order to express SCMLP's displeasure at this abysmal
performance record, SCMLP plans to vote the shares under its control
AGAINST all members of the Board of Directors, as well as AGAINST the
new stock option plan, at the corporate annual meeting scheduled for
February 29, 2000.
SCMLP intends to communicate, or has communicated, with the Issuer's
Board of Directors and other stockholders to discuss the issues
described above and other issues related to the enhancement of
stockholder value.
SCMLP may purchase at any time or times on behalf of its advisory
clients additional shares of the Stock or other securities of the
Issuer. SCMLP may at any time or times cause its advisory clients to
dispose of any or all securities of the Issuer in any lawful manner.
SCMLP's advisory clients reserve all of their rights as stockholders
of the Issuer and may exercise those rights in any manner that they or
SCMLP consider to be in the interests of such clients.
Other than as described above, none of the Filers has any present
plans or proposals that relate to, or would result in, any of the
transactions or events described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock by each Filer is reflected on
that Filer's cover page. The other Named Persons do not own any
shares of the Stock.
The persons filing this statement effected the following transactions
in the Stock on the dates indicated, and such transactions are the
only transactions by the persons filing this statement in the Stock
since December 2, 1999:
Purchase Number Price
Name or Sale Date of Shares Per Share
SCMLP S 12/02/99 87,000 $20.114
SCMLP P 12/02/99 87,000 $20.135
SCMLP S 12/06/99 8,000 $20.927
SCMLP P 12/06/99 8,000 $20.948
SCMLP S 12/22/99 20,000 $21.646
SCMLP P 12/22/99 20,000 $21.666
SCMLP S 1/6/00 2,300 $21.324
SCMLP S 1/31/00 8,500 $21.333
SCMLP P 1/31/00 8,500 $21.354
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SCHEDULE 13D
CUSIP No. 902681105 Page 7 of 7 Pages
All transactions were executed through the New York Stock Exchange.
SCMLP is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Stock. No individual client's
holdings of the Stock are more than five percent of the class.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
SCMLP is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the various securities in which their
assets are invested, including the Stock. Depending on SCMLP's
agreements with each advisory client, the client may have no right, a
shared right or an exclusive right to direct the voting of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: February 1, 2000
SNYDER CAPITAL MANAGEMENT, L.P.
By: Snyder Capital Management, Inc.
General Partner
By:
Steven J. Block
Vice President
SNYDER CAPITAL MANAGEMENT, INC.
By:
Steven J. Block
Vice President
BLD\3321\002\1046943.01
