-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOQM6bW46l3Vpzh4u5wF3mQ4jd3f0MHvi/Vx+980a5tpIM8DfwMDdeVMj/eD2wyz EscVAOpXLsBgtXcIVqkcTg== /in/edgar/work/20000628/0000893220-00-000795/0000893220-00-000795.txt : 20000920 0000893220-00-000795.hdr.sgml : 20000920 ACCESSION NUMBER: 0000893220-00-000795 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: [4932 ] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11071 FILM NUMBER: 662510 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 10-K/A 1 e10-ka.txt UGI CORPORATION FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 Commission file number 1-11071 UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-2668356 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 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: NAME OF EACH EXCHANGE TITLE OF CLASS ON WHICH REGISTERED Common Stock, without par value New York Stock Exchange, Inc. Philadelphia Stock Exchange, Inc. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None ----------------------------------- 2 The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended September 30, 1999 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- 3 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 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 UGI Form 10-K (9/30/98) 3.2 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 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 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 4.5 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 4.6 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
-3- 4 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 4.7 Third Amendment dated as of March 23, 1999 AmeriGas Form 10-Q (3/31/99) 10.2 to Note Agreement dated as of April 12, 1995 Partners, L.P. 4.8 Note Agreement dated as of March 15, 1999 AmeriGas Form 10-Q (3/31/99) 10.3 among AmeriGas Propane, L.P., AmeriGas Partners, L.P. Propane, Inc. and certain institutional investors 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)
-4- 5 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 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") 10.5 Letter dated July 8, 1998 pursuant to UGI Form 10-K (9/30/99) 10.5 Article 1, Section 1.2 of the Southwest Salt Co. Agreement re: option to renew for period of June 1, 2000 to May 31, 2005 and related extension notice 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** UGI Corporation 2000 Directors' Stock UGI Form 10-K (9/30/99) 10.13 Option Plan 10.14** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-K (9/30/99) 10.14 10.15** 1997 Stock Purchase Loan Plan UGI Form 10-K (9/30/97) 10.16 10.16** UGI Corporation Supplemental Executive UGI Form 10-Q (6/30/98) 10 Retirement Plan Amended and Restated effective October 1, 1996 10.17** Summary of Terms of UGI Corporation 1999 UGI Form 10-Q (6/30/99) 10 Restricted Stock Awards
-5- 6 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 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 Second Amendment dated as of March 25, 1999 AmeriGas Form 10-Q (3/31/99) 10.1 to Amended and Restated Credit Agreement Partners, L.P. 10.21 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. 10.22 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. 10.23 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 10.24 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
-6- 7 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 10.25 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. 10.26 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. 10.27 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. 10.28 Pledge Agreement dated September 1999 UGI Form 10-K (9/30/99) 10.28 between Eastfield International Holdings, Inc. and Reiffeisen Zentralbank Osterreich Aktiengesellschaft ("RZB") 10.29 Pledge Agreement dated September 1999 UGI Form 10-K (9/30/99) 10.29 between EuroGas Holdings, Inc. and RZB 10.30 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/99) 10.30 1999 between UGI Corporation and RZB relating to loan amount of EURO 74 million 10.31 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/99) 10.31 1999 between UGI Corporation and RZB relating to loan amount of EURO 16 million 10.32 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/99) 10.32 1999 between UGI Corporation and RZB relating to loan amount of EURO 15 million 10.33** Description of Change of Control UGI Form 10-K (9/30/99) 10.33 arrangements for Messrs. Greenberg, Bovaird, Cuzzolina, Hall and Mendicino 10.34** Description of Change of Control UGI Form 10-K (9/30/99) 10.34 arrangement for Mr. Chaney 13.1 Pages 13 through 43 of 1999 Annual Report UGI Form 10-K (9/30/99) 13.1 to Shareholders
-7- 8 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 21 Subsidiaries of the Registrant UGI Form 10-K (9/30/99) 21 23.1 Consent of Arthur Andersen LLP re: UGI Form 10-K (9/30/99) 23.1 Financial Statements of UGI Corporation *23.2 Consent of Arthur Andersen LLP re: Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999 27 Financial Data Schedule UGI Form 10-K (9/30/99) 27 *99 Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999.
* 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: During the last quarter of the 1999 fiscal year, the Company filed the following Current Reports on Form 8-K: Date of Report Item Numbers Included 7/28/99 5 and 7 - News release regarding dividend increase, stock repurchase and strategic initiatives 8/2/99 5 and 7 - News release regarding commencement of self-tender offer 9/7/99 5 and 7 - News release regarding final results of self-tender offer 9/21/99 5 and 7 - News release regarding acquisition of FLAGA Beteiligungs Aktiengesellschaft in Austria -8- 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, 2000 By: /s/Anthony J. Mendicino ----------------------- Anthony J. Mendicino Vice President - Finance and Chief Financial Officer -9- 10 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 23.2 Consent of Arthur Andersen LLP re: Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999 99 Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999 EX-23.2 2 ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 15, 2000 on our audit of the financial statements and supplemental schedule of the AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999 and the three months ended December 31, 1998, and our report dated June 15, 2000 on our audit of the financial statements and supplemental schedule of the UGI Utilities, Inc. Savings Plan for the year ended December 31, 1999 and the three months ended December 31, 1998, included in UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A, Amendment No. 1) for the fiscal year ended September 30, 1999, 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 Philadelphia, Pennsylvania June 27, 2000 EX-99 3 ex99.txt FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 1 Exhibit 99 Financial Statements and Supplemental Schedules of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 1999 2 AMERIGAS PROPANE, INC. SAVINGS PLAN EIN #23-2786294 PLAN NUMBER 002 FINANCIAL STATEMENTS for the year ended December 31, 1999 and the three months ended December 31, 1998 -1- 3 AMERIGAS PROPANE, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) Report of Independent Public Accountants 3 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1999 and 1998 4 Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 1999 and the three months ended December 31, 1998 5 Notes to Financial Statements 6 to 18 Item 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 19 - 20
-2- 4 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, 1999 and 1998, and the related statements of changes in net assets available for benefits for the year ended December 31, 1999 and the three months ended December 31, 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 auditing standards generally accepted in the United States. 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, 1999 and 1998 and the changes in its net assets available for benefits for the year ended December 31, 1999 and the three months ended December 31, 1998, in accordance with accounting principles generally accepted in the United States. 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 supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Philadelphia, Pennsylvania June 15, 2000 -3- 5 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 1998 ------------------- ---------------- Investments - participant directed (Note 3) $ 165,935,715 $ 145,387,683 Loans to participants 3,886,564 3,481,222 ------------------- ---------------- Net assets available for benefits $ 169,822,279 $ 148,868,905 =================== ================
See accompanying notes to financial statements. -4- 6 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Three Year Months Ended Ended December 31, December 31, 1999 1998 ------------- ------------- Participants' contributions $ 7,720,171 $ 1,852,437 Company contributions 4,080,831 1,253,797 Investment income: Dividends 11,947,777 3,225,077 Net appreciation in value of investments 10,936,356 14,186,278 Plan administration expenses and loan administration fees (175,478) (19,269) Other 294,550 69,906 Net transfers of participants' balances 1,917 118,927 Distributions to participants (13,852,750) (3,216,282) ------------- ------------- Net increase 20,953,374 17,470,871 Net assets available for benefits- beginning of period 148,868,905 131,398,034 ------------- ------------- Net assets available for benefits- end of period $ 169,822,279 $ 148,868,905 ============= =============
See accompanying notes to financial statements. -5- 7 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, 1999 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"). Employees are eligible upon hire to participate in the Plan. The Plan also 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 year ended December 31 1999 (1999 Plan Year) and the three months ended December 31, 1998 (1998 Short 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. 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. -6- 8 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 1999 Plan Year or the 1998 Short 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:
Age as of Percentage of December 31, 1988 Eligible Compensation 50 to 54 2% 55 to 59 3% 60 and over 4%
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. -7- 9 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 1999 Plan Year and 1998 Short Plan Year, forfeitures of $828,622 and $28,067, respectively, were used to reduce Company contributions. During the 1999 Plan Year and 1998 Short Plan Year, $321,696 and $186,641, respectively, were forfeited from participant accounts. During the 1999 Plan Year and the 1998 Short Plan Year, forfeitures of $143,279 and $9,516, respectively, were also used to pay certain plan administrative expenses. As of December 31, 1999 and 1998, there was $79,099 and $716,619, 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. 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. - Managed Income Fund - Fidelity Managed Income Portfolio II Fund This investment category comprises an unaffiliated commingled pool whose investments principally comprise 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 -8- 10 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 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. -9- 11 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - 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. - 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 -10- 12 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) transactions on a daily basis without having to wait for the purchase or sale of UGI Common Stock to settle. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. Fidelity Management Trust Company is the Plan's trustee for all investment assets of the Plan. 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 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 was receiving. If the value of the participant's account exceeds $5,000 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 or her 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, 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 and has not exceeded $5,000 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. -11- 13 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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. 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. -12- 14 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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. 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 directly or from forfeited company contributions. Loan administration fees 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. 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. -13- 15 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting in accordance with the AICPA audit guide, "Audits of Employee Benefit Plans." Certain prior year amounts have been reclassified to conform to current year presentation. The Plan's investments in registered investment company mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan. Guaranteed investment contracts included in the Fidelity Managed Income Portfolio II Fund, an unaffiliated commingled pool, are carried at contract value which represents deposits plus accrued interest. The Plan Administrator believes contract value approximates fair value. Shares of UGI Common Stock included in the UGI Common Stock Fund are reflected at fair value based upon quoted market prices. 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 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 the Plan Administrator 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. -14- 16 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 1999 and 1998 are as follows:
December 31, 1999 1998 ------------- ------------- Fidelity Cash Reserves Fund (shares -- 25,785,212 and 28,415,877, respectively) $ 25,785,212 * $ 28,415,877 * ------------- ------------- Fidelity Managed Income Portfolio II Fund (shares -- 18,253,322 19,352,975, respectively) 18,253,322 * 19,352,975 * ------------- ------------- Fidelity Intermediate Bond Fund (shares -- 445,272 and 368,434, respectively) 4,345,855 3,783,823 ------------- ------------- Fidelity Capital and Income Fund (shares -- 34,210 and 69, respectively) 317,812 641 ------------- ------------- Fidelity U.S. Bond Index Fund (shares -- 28,127 and 3,461, respectively) 286,615 38,136 ------------- ------------- Fidelity Spartan U.S. Equity Index Fund (shares -- 115,199 and 108,203, respectively) 6,000,706 4,756,641 ------------- ------------- Fidelity Equity Income Fund (shares -- 545,248 and 563,783, respectively) 29,159,866 * 31,318,132 * ------------- ------------- Fidelity Fund (shares -- 150,156 and 143,182, respectively) 6,398,164 5,253,333 ------------- ------------- Fidelity Puritan Fund (shares -- 27,977 and 6,827, respectively) 532,394 137,019 ------------- ------------- Fidelity Growth & Income Portfolio (shares -- 12,720 and 2,734, respectively) 599,895 125,328 ------------- ------------- Fidelity Balanced Fund (shares -- 57,903 and 8,890, respectively) 889,393 145,440 ------------- ------------- Fidelity Equity Income II Fund (shares -- 3,531 and 605, respectively) 96,647 18,142 ------------- ------------- Fidelity Real Estate Investment Portfolio (shares -- 2,117 and 512, respectively) 31,114 7,961 ------------- ------------- Fidelity Magellan Fund (shares -- 371,250 and 359,141, respectively) 50,723,919 * 43,391,423 * ------------- ------------- Fidelity Growth Company Fund (shares -- 119,295 and 90,467, respectively) 10,056,565 * 4,615,647 ------------- ------------- Fidelity OTC Portfolio (shares -- 16,425 and 289, respectively) 1,116,421 12,606 ------------- ------------- Fidelity Capital Appreciation Fund (shares -- 3,540 and 139, respectively) 105,737 3,069 ------------- ------------- Fidelity Blue Chip Growth Fund (shares -- 17,161 and 1,744, respectively) 1,031,540 87,882 ------------- ------------- Fidelity Low-Priced Stock Fund (shares -- 3,753 and 61, respectively) 84,961 1,396 ------------- ------------- Fidelity Small Cap Selector Fund (shares -- 3,933 and 340, respectively) 63,283 4,824 ------------- -------------
-15- 17 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 1999 1998 ------------- ------------- Fidelity Value Fund (shares -- 2,636 and 24, respectively) 115,495 1,108 ------------- ------------- Fidelity Overseas Fund (shares -- 37,147 and 33,650, respectively) 1,783,444 1,210,728 ------------- ------------- Fidelity International Growth and Income Fund (shares -- 5,596 and 382, respectively) 168,429 7,985 ------------- ------------- Fidelity Worldwide Fund (shares -- 2,554 and 458, respectively) 50,823 7,578 ------------- ------------- Fidelity Freedom Income Fund (shares -- 389 and 62, respectively) 4,410 698 ------------- ------------- Fidelity Freedom 2000 Fund (shares -- 102,169 and 9,422, respectively) 1,327,169 116,181 ------------- ------------- Fidelity Freedom 2010 Fund (shares -- 118,973 and 8,490, respectively) 1,769,124 112,917 ------------- ------------- Fidelity Freedom 2020 Fund (shares -- 97,719 and 1,811, respectively) 1,600,635 25,265 ------------- ------------- Fidelity Freedom 2030 Fund (shares -- 18,672 and 138, respectively) 315,187 1,919 ------------- ------------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 327,322 and 235,513, respectively) 2,870,613 2,397,524 Dividends receivable 50,965 35,485 ------------- ------------- 2,921,578 2,433,009 ------------- ------------- Total trust investments - fair value, except for group annuity contracts included in the Fidelity Managed Income Portfolio II Fund which are carried at contract value $ 165,935,715 $ 145,387,683 ============= ============= Total trust investments - cost $ 135,293,288 $ 119,796,511 ============= =============
* - Investment represents five percent or more of net assets available for benefits. The net appreciation (depreciation) in fair value of investments during the year ended December 31, 1999 and three months ended December 31, 1998 by major investment category follows:
Three Year Months Ended Ended December 31, December 31, 1999 1998 ------------- ------------- Registered investment company mutual funds $ 11,157,425 $ 14,097,577 UGI Common Stock Fund (221,069) 88,701 ------------- ------------- $ 10,936,356 $ 14,186,278 ============= =============
-16- 18 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The numbers of Plan participants with account balances by investment option at December 31, 1999 and 1998 are as follows:
1999 1998 -------- ------- Fidelity Cash Reserves Fund 2,609 3,225 Fidelity Managed Income Portfolio II Fund 2,387 2,692 Fidelity Intermediate Bond Fund 872 925 Fidelity Capital & Income Fund 61 11 Fidelity U.S. Bond Index Fund 81 16 Fidelity Spartan U.S. Equity Index Fund 751 657 Fidelity Equity Income Fund 2,192 2,401 Fidelity Fund 746 697 Fidelity Puritan Fund 125 34 Fidelity Growth & Income Portfolio 225 42 Fidelity Balanced Fund 194 39 Fidelity Equity Income II Fund 84 19 Fidelity Real Estate Investment Portfolio 61 17 Fidelity Magellan Fund 2,719 2,680 Fidelity Growth Company Fund 890 911 Fidelity OTC Portfolio 143 12 Fidelity Capital Appreciation Fund 52 8 Fidelity Blue Chip Growth Fund 345 63 Fidelity Low-Priced Stock Fund 41 11 Fidelity Small Cap Selector Fund 38 10 Fidelity Value Fund 45 10 Fidelity Overseas Fund 407 389 Fidelity International Growth & Income Fund 116 26 Fidelity Worldwide Fund 59 20 Fidelity Freedom Income Fund 4 2 Fidelity Freedom 2000 Fund 30 7 Fidelity Freedom 2010 Fund 77 11 Fidelity Freedom 2020 Fund 91 7 Fidelity Freedom 2030 Fund 96 8 UGI Common Stock Fund 846 833 Participant loans 854 900
-17- 19 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The total number of Plan participants with account balances at December 31, 1999 and 1998 of 5,180 and 5,201, 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 1999 Plan Year and the 1998 Short Plan Year, the Plan purchased, at market prices, 23,844 and 5,987 shares of UGI Corporation Common Stock directly from UGI Corporation for $491,205 and $141,715, 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. -18- 20 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999 -------------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- --------------- ------------ ------------ ------- FIDELITY CASH RESERVES FUND (1) (3) 25,785,212 shrs $ 25,785,212 $ 25,785,212 100.00% ------------ ------------ ------- FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 18,253,322 shrs 18,253,322 18,253,322 100.00% ------------ ------------ ------- FIDELITY INTERMEDIATE BOND FUND (3) 445,272 shrs 4,519,530 4,345,855 100.00% ------------ ------------ ------- FIDELITY CAPITAL AND INCOME FUND (3) 34,210 shrs 325,280 317,812 100.00% ------------ ------------ ------- FIDELITY U.S. BOND INDEX FUND (3) 28,127 shrs 299,372 286,615 100.00% ------------ ------------ ------- FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 115,199 shrs 4,248,674 6,000,706 100.00% ------------ ------------ ------- FIDELITY EQUITY INCOME FUND (1) (3) 545,248 shrs 23,546,806 29,159,866 100.00% ------------ ------------ ------- FIDELITY FUND (3) 150,156 shrs 4,766,997 6,398,164 100.00% ------------ ------------ ------- FIDELITY PURITAN FUND (3) 27,977 shrs 545,238 532,394 100.00% ------------ ------------ ------- FIDELITY GROWTH & INCOME PORTFOLIO (3) 12,720 shrs 587,069 599,895 100.00% ------------ ------------ ------- FIDELITY BALANCED FUND (3) 57,903 shrs 946,556 889,393 100.00% ------------ ------------ ------- FIDELITY EQUITY INCOME II FUND (3) 3,531 shrs 105,981 96,647 100.00% ------------ ------------ ------- FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 2,117 shrs 32,194 31,114 100.00% ------------ ------------ ------- FIDELITY MAGELLAN FUND (1) (3) 371,250 shrs 33,662,857 50,723,919 100.00% ------------ ------------ ------- FIDELITY GROWTH COMPANY FUND (1) (3) 119,295 shrs 6,235,968 10,056,565 100.00% ------------ ------------ ------- FIDELITY OTC PORTFOLIO (3) 16,425 shrs 870,202 1,116,421 100.00% ------------ ------------ ------- FIDELITY CAPITAL APPRECIATION FUND (3) 3,540 shrs 89,663 105,737 100.00% ------------ ------------ ------- FIDELITY BLUE CHIP GROWTH FUND (3) 17,161 shrs 903,535 1,031,540 100.00% ------------ ------------ ------- FIDELITY LOW-PRICED STOCK FUND (3) 3,753 shrs 84,211 84,961 100.00% ------------ ------------ ------- FIDELITY SMALL CAP SELECTOR FUND (3) 3,933 shrs 53,490 63,283 100.00% ------------ ------------ ------- FIDELITY VALUE FUND (3) 2,636 shrs 126,925 115,495 100.00% ------------ ------------ ------- FIDELITY OVERSEAS FUND (3) 37,147 shrs 1,335,769 1,783,444 100.00% ------------ ------------ -------
-19- 21 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
December 31, 1999 -------------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- --------------- ------------ ------------ ------- FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 5,596 shrs 143,436 168,429 100.00% ------------- ------------- ------- FIDELITY WORLDWIDE FUND (3) 2,554 shrs 45,994 50,823 100.00% ------------- ------------- ------- FIDELITY FREEDOM INCOME FUND (3) 389 shrs 4,346 4,410 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2000 FUND (3) 102,169 shrs 1,278,242 1,327,169 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2010 FUND (3) 118,973 shrs 1,655,249 1,769,124 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2020 FUND (3) 97,719 shrs 1,503,306 1,600,635 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2030 FUND (3) 18,672 shrs 282,851 315,187 100.00% ------------- ------------- ------- UGI COMMON STOCK FUND (3) UGI Corporation Unitized Stock Fund 327,322 units 3,004,048 2,870,613 98.26% ------------- ------------- ------- Dividends receivable $ 50,965 50,965 50,965 1.74% ------------- ------------- ------- 3,055,013 2,921,578 100.00% ============= ============= ======= PARTICIPANT LOANS Loan principal outstanding (7.0% - 11.52%) (3) (4) - 3,886,564 100.00% ------------- ------------- ------- Total - all funds $ 135,293,288 $ 169,822,279 ============= =============
(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, 1999. -20- 22 UGI UTILITIES, INC. SAVINGS PLAN EIN #23-1174060 Plan Number 008 FINANCIAL STATEMENTS for the year ended December 31, 1999 and the three months ended December 31, 1998 -1- 23 UGI UTILITIES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) --------- Report of Independent Public Accountants 3 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1999 and 1998 4 Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 1999 and the three months ended December 31, 1998 5 Notes to Financial Statements 6 to 17 Item 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 18 to 19
-2- 24 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, 1999 and 1998, and the related statements of changes in net assets available for benefits for the year ended December 31, 1999 and the three months ended December 31, 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 supplemental schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, 1999 and 1998 and the changes in net assets available for benefits for the year ended December 31, 1999 and the three months ended December 31, 1998, in accordance with accounting principles generally accepted in the United States. 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 supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Philadelphia, Pennsylvania June 15, 2000 -3- 25 UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 1998 ------------- ------------- Investments - participant directed (Note 3) $ 57,734,627 $ 47,387,403 Loans to participants 1,458,891 1,334,510 Employers' contributions receivable 1,115,105 303,223 ------------- ------------- Net assets available for benefits $ 60,308,623 $ 49,025,136 ============= =============
See accompanying notes to financial statements. -4- 26 UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Three Year Months Ended Ended December 31, December 31, 1999 1998 ------------ ------------ Participants' contributions $ 4,342,712 $ 1,239,750 Employers' contributions 1,115,105 303,223 Investment income: Dividends 4,178,868 1,083,200 Net appreciation in value of investments 3,838,779 5,072,623 Other 42,841 29,649 Net transfers of participants' balances (1,917) (118,927) Distributions to participants (2,232,901) (1,067,146) ------------ ------------ Net increase 11,283,487 6,542,372 Net assets available for benefits- beginning of period 49,025,136 42,482,764 ------------ ------------ Net assets available for benefits- end of period $ 60,308,623 $ 49,025,136 ============ ============
See accompanying notes to financial statements. -5- 27 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, 1999 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 year ended December 31, 1999 (1999 Plan Year) and the three months ended December 31, 1998 (1998 Short 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, or 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 -6- 28 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 1999 Plan Year and the 1998 Short Plan Year, which were made in January 2000 and January 1999, 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 1999 Plan Year and the 1998 Short Plan Year, forfeitures of $30,000 and $1,421, respectively, were used to reduce the Employers' contributions. During the 1999 Plan Year and the 1998 Short Plan Year, $40,286 and $444, respectively, were forfeited from participants' accounts. As of December 31, 1999 and 1998, there were $8,665 and $11, 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. 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. -7- 29 UGI UTILITIES, 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 principally comprise guaranteed investment contracts offered by insurance companies and financial institutions and certain types of fixed income securities and whose investment objective is to preserve principal while earning interest income. - 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. -8- 30 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - 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 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 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 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 -9- 31 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. Fidelity Management Trust Company is the Plan's trustee for all investment assets of the Plan. 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 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 and has not exceeded $5,000 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. -10- 32 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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. 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. 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 -11- 33 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 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 in accordance with the AICPA audit guide, "Audits of Employee Benefit Plans." Certain prior year amounts have been reclassified to conform to current year presentation. The Plan's investments in registered investment company mutual funds are valued at quoted market prices which represent the net asset value of shares held by the plan. Guaranteed investment contracts included in the Fidelity Managed Income Portfolio II fund, an unaffiliated commingled pool, are carried at contract value which represents deposits plus accrued interest. The Plan Administrator believes contract value approximates fair value. Shares of UGI Common Stock included in the UGI Common Stock Fund are reflected at fair value based upon quoted market prices. 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. -12- 34 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 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 the Plan Administrator 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. -13- 35 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 1999 and 1998 are as follows:
December 31, 1999 1998 ---------- ----------- Fidelity Cash Reserves Fund (shares -- 2,772,891 and 3,007,127, respectively) $2,772,891 $ 3,007,127 * ---------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 7,867,529 and 7,317,528, respectively) 7,867,529 * 7,317,528 * ---------- ----------- Fidelity Intermediate Bond Fund (shares -- 72,721 and 78,064, respectively) 709,758 801,714 ---------- ----------- Fidelity U.S. Bond Index Fund (shares -- 13,408 and 8,808, respectively) 136,623 97,065 ---------- ----------- Fidelity U.S. Spartan Equity Index Fund (shares -- 48,395 and 45,168, respectively) 2,520,880 1,985,582 ---------- ----------- Fidelity Equity Income Fund (shares -- 196,047 and 203,147, respectively) 10,484,612 * 11,284,808 * ---------- ----------- Fidelity Fund (shares -- 59,687 and 46,871, respectively) 2,543,254 1,719,694 ---------- ----------- Fidelity Puritan Fund (shares -- 1,594 and 1,578, respectively) 30,342 31,661 ---------- ----------- Fidelity Growth & Income Portfolio (shares -- 4,600 and 788, respectively) 216,950 36,116 ---------- ----------- Fidelity Balanced Fund (shares -- 3,383 and 1,224, respectively) 51,960 20,021 ---------- ----------- Fidelity Equity Income II Fund (shares -- 2,457 and 99, respectively) 67,241 2,984 ---------- ----------- Fidelity Real Estate Investment Portfolio (shares -- 154 and 11, respectively) 2,258 164 ---------- ----------- Fidelity Magellan Fund (shares -- 149,746 and 131,898, respectively) 20,459,729 * 15,935,862 * ---------- ----------- Fidelity Growth Company Fund (shares -- 33,725 and 22,209, respectively) 2,843,000 1,133,121 ---------- ----------- Fidelity OTC Portfolio (shares -- 13,816 and 377, respectively) 939,080 16,464 ---------- ----------- Fidelity Capital Appreciation Fund (shares -- 2,699 and 2, respectively) 80,626 42 ---------- ----------- Fidelity Blue Chip Growth Fund (shares -- 11,305 and 2,810, respectively) 679,514 141,612 ---------- ----------- Fidelity Low-Priced Stock Fund (shares -- 771 and 620, respectively) 17,452 14,175 ---------- ----------- Fidelity Small Cap Selector Fund (shares -- 1,881 and 2,333, respectively) 30,258 33,098 ---------- -----------
-14- 36 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 1999 1998 ------------ ------------ Fidelity Overseas Fund (shares -- 17,894 and 14,235, respectively) 859,106 512,192 ------------ ------------ Fidelity International Growth & Income Fund (shares -- 2,066 and 507, respectively) 62,197 10,611 ------------ ------------ Fidelity Worldwide Fund (shares -- 672 and 168, respectively) 13,375 2,774 ------------ ------------ Fidelity Freedom Income Fund (shares -- 11,444 and 19,621, respectively) 129,662 219,366 ------------ ------------ Fidelity Freedom 2000 Fund (shares -- 13,490 and 12,680, respectively) 175,236 156,341 ------------ ------------ Fidelity Freedom 2010 Fund (shares -- 21,701 and 5,418, respectively) 322,700 72,061 ------------ ------------ Fidelity Freedom 2020 Fund (shares -- 17,669 and 7,241, respectively) 289,413 101,016 ------------ ------------ Fidelity Freedom 2030 Fund (shares -- 8,838 and 1,353, respectively) 149,184 18,796 ------------ ------------ Fidelity Capital & Income Fund (shares -- 17,197) 159,756 ------------ Fidelity Value Fund (shares -- 220) 9,636 ------------ UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 348,646 and 262,301, respectively) 3,057,623 * 2,675,469 * Dividends receivable 52,782 39,939 ------------ ------------ 3,110,405 2,715,408 ------------ ------------ Total trust investments - fair value, except for group annuity contracts included in the Fidelity Managed Income Portfolio II Fund which are carried at contract value $ 57,734,627 $ 47,387,403 ============ ============ Total trust investments - cost $ 46,265,010 $ 38,267,216 ============ ============
* - Investment represents five percent or more of the net assets available for benefits. The net appreciation (depreciation) in fair value of investments during the year ended December 31, 1999 and the three months ended December 31, 1998 by major investment category follows:
Three Year Months Ended Ended December 31, December 31, 1999 1998 ------------ ------------ Registered investment company mutual funds $ 4,106,714 $ 5,003,676 UGI Common Stock Fund (267,935) 68,947 ------------ ------------ Total net appreciation (depreciation) in fair value $ 3,838,779 $ 5,072,623 ============ ============
-15- 37 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The numbers of Plan participants with account balances by investment option at December 31, 1999 and 1998 are as follows:
December 31, December 31, 1999 1998 ------------- ------------ Fidelity Cash Reserves Fund 406 451 Fidelity Managed Income Portfolio II Fund 565 624 Fidelity Intermediate Bond Fund 122 141 Fidelity Capital & Income Fund 10 - Fidelity U.S. Bond Index Fund 10 5 Fidelity Spartan U.S. Equity Index Fund 240 234 Fidelity Equity Income Fund 594 656 Fidelity Fund 238 216 Fidelity Puritan Fund 17 10 Fidelity Growth & Income Portfolio 32 12 Fidelity Balanced Fund 19 4 Fidelity Equity Income II Fund 16 3 Fidelity Real Estate Investment Portfolio 8 2 Fidelity Magellan Fund 789 775 Fidelity Growth Company Fund 203 179 Fidelity OTC Portfolio 49 5 Fidelity Capital Appreciation Fund 6 1 Fidelity Blue Chip Growth Fund 95 25 Fidelity Low-Priced Stock Fund 6 4 Fidelity Small Cap Selector Fund 11 7 Fidelity Value Fund 6 - Fidelity Overseas Fund 123 135 Fidelity International Growth & Income Fund 19 5 Fidelity Worldwide Fund 8 3 Fidelity Freedom Income Fund 5 2 Fidelity Freedom 2000 Fund 4 3 Fidelity Freedom 2010 Fund 19 7 Fidelity Freedom 2020 Fund 19 12 Fidelity Freedom 2030 Fund 20 7 UGI Common Stock Fund 474 480 Participant loans 343 252
The total number of Plan participants with account balances at December 31, 1999 and 1998 of 1,258 and of 1,234, 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. -16- 38 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) During the 1999 Plan Year and the 1998 Short Plan Year, the Plan purchased, at market prices, 11,250 and 6,478 shares of UGI Corporation Common Stock directly from UGI Corporation for $233,242 and $150,557, 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. -17- 39 UGI UTILITIES, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999 --------------------------------------------------------------------- Number of Shares or Fair Value / Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) --------------------------------- -------------------- ---------------- ---------------- ----------- FIDELITY CASH RESERVES FUND (3) 2,772,891 shrs $ 2,772,891 $ 2,772,891 100.00% ---------------- ---------------- ----------- FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 7,867,529 shrs 7,867,529 7,867,529 100.00% ---------------- ---------------- ----------- FIDELITY INTERMEDIATE BOND FUND (3) 72,721 shrs 742,594 709,758 100.00% ---------------- ---------------- ----------- FIDELITY U.S. BOND INDEX FUND (3) 13,408 shrs 146,385 136,623 100.00% ---------------- ---------------- ----------- FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 48,395 shrs 1,830,320 2,520,880 100.00% ---------------- ---------------- ----------- FIDELITY EQUITY INCOME FUND (1) (3) 196,047 shrs 8,436,968 10,484,612 100.00% ---------------- ---------------- ----------- FIDELITY FUND (3) 59,687 shrs 1,969,634 2,543,254 100.00% ---------------- ---------------- ----------- FIDELITY PURITAN FUND (3) 1,594 shrs 32,138 30,342 100.00% ---------------- ---------------- ----------- FIDELITY GROWTH & INCOME PORTFOLIO (3) 4,600 shrs 212,615 216,950 100.00% ---------------- ---------------- ----------- FIDELITY BALANCED FUND (3) 3,383 shrs 56,677 51,960 100.00% ---------------- ---------------- ----------- FIDELITY EQUITY INCOME II FUND (3) 2,457 shrs 73,001 67,241 100.00% ---------------- ---------------- ----------- FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 154 shrs 2,264 2,258 100.00% ---------------- ---------------- ----------- FIDELITY MAGELLAN FUND (1) (3) 149,746 shrs 13,806,714 20,459,729 100.00% ---------------- ---------------- ----------- FIDELITY GROWTH COMPANY FUND (3) 33,725 shrs 1,808,686 2,843,000 100.00% ---------------- ---------------- ----------- FIDELITY OTC PORTFOLIO (3) 13,816 shrs 724,538 939,080 100.00% ---------------- ---------------- ----------- FIDELITY CAPITAL APPRECIATION FUND (3) 2,699 shrs 70,966 80,626 100.00% ---------------- ---------------- ----------- FIDELITY BLUE CHIP GROWTH FUND (3) 11,305 shrs 578,705 679,514 100.00% ---------------- ---------------- ----------- FIDELITY LOW-PRICED STOCK FUND (3) 771 shrs 16,770 17,452 100.00% ---------------- ---------------- ----------- FIDELITY SMALL CAP SELECTOR FUND (3) 1,881 shrs 25,482 30,258 100.00% ---------------- ---------------- ----------- FIDELITY OVERSEAS FUND (3) 17,894 shrs 657,679 859,106 100.00% ---------------- ---------------- ----------- FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 2,066 shrs 54,522 62,197 100.00% ---------------- ---------------- ----------- FIDELITY WORLDWIDE FUND (3) 672 shrs 12,839 13,375 100.00% ---------------- ---------------- -----------
-18- 40 UGI UTILITIES, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
December 31, 1999 --------------------------------------------------------------------- Number of Shares or Fair Value / Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) --------------------------------- -------------------- ---------------- ---------------- ----------- FIDELITY FREEDOM INCOME FUND (3) 11,444 shrs 126,308 129,662 100.00% ---------------- ---------------- ----------- FIDELITY FREEDOM 2000 FUND (3) 13,490 shrs 163,074 175,236 100.00% ---------------- ---------------- ----------- FIDELITY FREEDOM 2010 FUND (3) 21,701 shrs 297,083 322,700 100.00% ---------------- ---------------- ----------- FIDELITY FREEDOM 2020 FUND (3) 17,669 shrs 252,311 289,413 100.00% ---------------- ---------------- ----------- FIDELITY FREEDOM 2030 FUND (3) 8,838 shrs 130,954 149,184 100.00% ---------------- ---------------- ----------- FIDELITY CAPITAL & INCOME FUND (3) 17,197 shrs 167,623 159,756 100.00% ---------------- ---------------- ----------- FIDELITY VALUE FUND (3) 220 shrs 10,422 9,636 100.00% ---------------- ---------------- ----------- UGI COMMON STOCK FUND (1) (3) UGI Corporation Unitized Stock Fund 348,646 units 3,164,536 3,057,623 98.30% Dividends receivable $ 52,782 52,782 52,782 1.70% ---------------- ---------------- ----------- 3,217,318 3,110,405 100.00% ---------------- ---------------- ----------- PARTICIPANT LOANS Loan principal outstanding (7.00% - 10.00%) (3)(4) - 1,458,891 100.00% ---------------- ---------------- ------------ Total - all funds $ 46,265,010 $ 59,193,518 ---------------- ----------------
(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, 1999. -19- -----END PRIVACY-ENHANCED MESSAGE-----