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