-----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, VrGu441ziKcF6UZoj4VTr0HP8IZhy6DYDe7m5Srtjw4jdjs0AthLeBpCJQjBF44T ZY4BnfTURhHRmcSzjDAxFw== 0000893220-02-000789.txt : 20020618 0000893220-02-000789.hdr.sgml : 20020618 20020618101202 ACCESSION NUMBER: 0000893220-02-000789 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11071 FILM NUMBER: 02681118 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 w61370e10vkza.txt 10-K/A FOR UGI CORP. FOR PERIOD 09/30/2001 ================================================================================ 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, 2001 Commission file number 1-11071 UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-2668356 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) 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 ================================================================================ The undersigned registrant hereby amends Item 14 of its Annual Report on Form 10-K for the fiscal year ended September 30, 2001 to include Exhibit No. 18. 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 pages 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 - 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 27, UGI Form 10-K (9/30/98) 3.2 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 August UGI Registration 4.3 18, 2000, between the Company and Mellon Statement No. Bank, N.A., successor to Mellon Bank (East) 333-49080 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 3.(4) Stock contained in the Company's (4/17/96) 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 Partners, Form 10-Q (3/31/95) 10.8 among The Prudential Insurance Company of L.P. America, Metropolitan Life Insurance 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 Partners, Form 10-K (9/30/97) 4.5 1997 to Note Agreement dated as of April 12, L.P. 1995 ("1995 Note Agreement") 4.6 Second Amendment dated as of September 15, AmeriGas Partners, Form 10-K (9/30/98) 4.6 1998 to 1995 Note Agreement L.P. 4.7 Third Amendment dated as of March 23, 1999 AmeriGas Partners, Form 10-Q (3/31/99) 10.2 to 1995 Note Agreement L.P. 4.8 Fourth Amendment dated as of March 16, 2000 AmeriGas Partners, Form 10-Q (6/30/00) 10.2 to 1995 Note Agreement L.P. 4.9 Fifth Amendment dated as of August 1, AmeriGas Form 10-K 4.8
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 2001 to 1995 Note Agreement Partners, L.P. (9/30/01) 4.9 Second Amended and Restated Agreement of AmeriGas Partners, Form 8-K (9/30/00) 1 Limited Partnership of AmeriGas Partners, L.P. L.P. 4.10 Amended and Restated Agreement of Limited AmeriGas Partners, Form 10-K (9/30/01) 3.8 Partnership of AmeriGas Eagle Propane, L.P. L.P. dated July 19, 1999 10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K (9/30/95) 10.5 November 1, 1989 between Utilities and Columbia, as modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.2 Service Agreement (Rate FTS) dated June 1, Utilities Form 10-K (12/31/90) (10)o. 1987 between Utilities and Columbia, as modified by Supplement No. 1 dated October 1, 1988; Supplement No. 2 dated November 1, 1989; Supplement No. 3 dated November 1, 1990; Supplement No. 4 dated November 1, 1990; and Supplement No. 5 dated January 1, 1991, as further modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.3 Transportation Service Agreement (Rate Utilities Form 10-K (12/31/90) (10)p. FTS-1) dated November 1, 1989 between Utilities and Columbia Gulf Transmission Company, as modified pursuant to the orders of the Federal Energy Regulatory Commission in Docket No. RP93-6-000 reported at Columbia Gulf Transmission Co., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.4 Amended and Restated Sublease Agreement UGI Form 10-K (9/30/94) 10.35 dated April 1, 1988 between Southwest Salt Co. and AP Propane, Inc. (the "Southwest Salt Co. Agreement") 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
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.6** UGI Corporation Directors Deferred UGI Form 10-K (9/30/00) 10.6 Compensation Plan Amended and Restated as of January 1, 2000 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-K (9/30/00) 10.9 Compensation Plan Amended and Restated as of January 1, 2000 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 Option UGI Form 10-K (9/30/99) 10.13 Plan 10.14** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q (6/30/00) 10.1 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 10.18 Amended and Restated Credit Agreement dated AmeriGas Partners, Form 10-K (9/30/97) 10.1 as of September 15, 1997 among AmeriGas L.P. Propane, L.P., AmeriGas Propane, Inc., 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 Partners, Form 10-K (9/30/98) 10.2 1998 to Amended and Restated Credit Agreement L.P. 10.20 Second Amendment dated as of March 25, AmeriGas Form 10-Q 10.1
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 1999 to Amended and Restated Credit Agreement Partners, L.P. (3/31/99) 10.21 Third Amendment dated as of March 22, 2000 AmeriGas Partners, Form 10-Q (6/30/00) 10.3 to Amended and Restated Credit Agreement L.P. 10.22 Fourth Amendment dated as of June 6, 2000 to AmeriGas Partners, Form 10-Q (6/30/00) 10.4 Amended and Restated Credit Agreement L.P. 10.22(a) Fifth Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.6 Amended and Restated Credit Agreement L.P. 10.23 Intercreditor and Agency Agreement dated as AmeriGas Partners, Form 10-Q (3/31/95) 10.2 of April 19, 1995 among AmeriGas Propane, 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. 10.23(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.8 Intercreditor and Agency Agreement dated as L.P. of April 19, 1995 10.24 General Security Agreement dated as of April AmeriGas Partners, Form 10-Q (3/31/95) 10.3 19, 1995 among AmeriGas Propane, L.P., Bank L.P. of America National Trust and Savings Association and Mellon Bank, N.A. 10.24(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.10 General Security Agreement dated as of April L.P. 19, 1995 10.25 Subsidiary Security Agreement dated as of AmeriGas Partners, Form 10-Q (3/31/95) 10.4 April 19, 1995 among AmeriGas Propane, L.P., L.P. Bank of America National Trust and Savings Association as Collateral Agent and Mellon Bank, N.A. as Cash Collateral Agent 10.25(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.12 Subsidiary Security Agreement dated as of L.P. April 19, 1995 10.26 Restricted Subsidiary Guarantee dated as of AmeriGas Partners, Form 10-Q (3/31/95) 10.5 April 19, 1995 by AmeriGas Propane, L.P. for L.P. the benefit of Bank of America National Trust and Savings Association, as Collateral Agent 10.27 Trademark License Agreement dated April 19, AmeriGas Partners, Form 10-Q (3/31/95) 10.6 1995 among UGI Corporation, AmeriGas, Inc., L.P. AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT Propane, L.P. 10.28 Trademark License Agreement, dated April 19, AmeriGas Partners, Form 10-Q (3/31/95) 10.7 1995 among AmeriGas Propane, Inc., AmeriGas L.P. Partners, L.P. and AmeriGas Propane, L.P. 10.29 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration 10.16(a) as amended and restated July 31, 1989, Incorporated/ Statement No. between Texas Eastern Corporation and QFB AmeriGas, Inc. 33-69450 Partners 10.30 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") 10.31 Pledge Agreement dated September 1999 UGI Form 10-K (9/30/99) 10.29 between EuroGas Holdings, Inc. and RZB 10.32 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 10.33 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/00) 10.33 2000 between UGI Corporation and RZB relating to loan amount of EURO 14.9 million 10.34 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/00) 10.34 2000 between UGI Corporation and RZB relating to loan amount of EURO 9 million *10.34(a) Amendments dated October 11, 2001 to September 1999 Guarantee Agreements between UGI Corporation and RZB 10.35** Description of Change of Control UGI Form 10-K (9/30/99) 10.33 arrangements for Messrs. Greenberg, Bovaird and Mendicino 10.36** Description of Change of Control arrangement UGI Form 10-K (9/30/99) 10.34 for Mr. Chaney 10.37** Description of Change of Control arrangement AmeriGas Partners, Form 10-K (9/30/99) 10.31 for Mr. Bissell L.P. 10.38** Consulting Services Agreement dated as of UGI Form 10-K (9/30/00) 10.38 August 1, 2000 between Stephen D. Ban and UGI Corporation 10.39** 1992 Non-Qualified Stock Option Plan, as UGI Form 10-K (9/30/00) 10.39 amended
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.40 Service Agreement for comprehensive delivery UGI Form 10-K (9/30/00) 10.40 service (Rate CDS) dated February 23, 1998 between UGI Utilities, Inc. and Texas Eastern Transmission Corporation 10.41 Service Agreement for comprehensive delivery UGI Form 10-K (9/30/00) 10.41 service (Rate CDS) dated February 23, 1999 between UGI Utilities, Inc. and Texas Eastern Transmission Corporation 10.42 Purchase Agreement dated January 30, 2001 AmeriGas Partners, Form 8-K (8/8/01) 10.1 and Amended and Restated on August 7, 2001 L.P. by and among Columbia Energy Group, Columbia Propane Corporation, Columbia Propane, L.P., CP Holdings, Inc., AmeriGas Propane, L.P., AmeriGas Partners, L.P., and AmeriGas Propane, Inc. 10.43 Partnership Agreement of Hunlock Creek Utilities Form 10-K (9/30/01) 10.24 Energy Ventures dated December 8, 2001 by and between UGI Hunlock Development Company and Allegheny Energy Supply Hunlock Creek LLC 10.44 Agreement by Petrolane Incorporated and Petrolane Form 10-K (9/23/94) 10.13 certain of its subsidiaries party thereto Incorporated ("Subsidiaries") for the Sale of the Subsidiaries' Inventory and Assets to the Goodyear Tire & Rubber Company and D.C.H., Inc., as Purchaser, dated as of December 18. 1985 10.45 Purchase Agreement by and among Columbia National Propane Form 8-K (4/19/99) 10.5 Propane, L.P., CP Holdings, Inc., Columbia Partners, L.P. Propane Corporation, National Propane Partners, L.P., National Propane Corporation, National Propane SPG, Inc., and Triarc Companies, Inc. dated as of April 5, 1999 10.46 Capital Contribution Agreement dated as of AmeriGas Partners, Form 8-K (8/21/01) 10.2 August 21, 2001 by and between Columbia L.P. Propane, L.P. and AmeriGas Propane, L.P. acknowledged and agreed to by CP Holdings, Inc. 10.47 Promissory Note by National Propane L.P., a AmeriGas Partners, Form 10-K (9/30/01) 10.39 Delaware limited partnership in favor of L.P. Columbia Propane Corporation dated July 19, 1999
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.48 Loan Agreement dated July 19, 1999, between AmeriGas Partners, Form 10-K (9/30/01) 10.40 National Propane, L.P. and Columbia Propane L.P. Corporation 10.49 First Amendment dated August 21, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.41 Loan Agreement dated July 19, 1999 between L.P. National Propane, L.P. and Columbia Propane Corporation 10.50 Columbia Energy Group Payment Guaranty dated AmeriGas Partners, Form 10-K (9/30/01) 10.42 April 5, 1999 L.P. 10.51 Keep Well Agreement by and between AmeriGas AmeriGas Partners, Form 10-K (9/30/01) 10.46 Propane, L.P. and Columbia Propane L.P. Corporation dated August 21, 2001 10.52 Management Services Agreement effective as AmeriGas Partners, Form 10-K (9/30/01) 10.47 of August 21, 2001 between AmeriGas Propane, L.P. Inc. and AmeriGas Eagle Holdings, Inc., the general partner of AmeriGas Eagle Propane, L.P. *13 Pages 13 through 47 of the 2001 Annual Report to Shareholders 18 Letter of Arthur Andersen LLP regarding UGI Form 10-Q (12/31/00) 18 change in accounting principles *21 Subsidiaries of the Registrant *23 Consent of Arthur Andersen LLP
* Filed herewith. ** As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or arrangement. (b) REPORTS ON FORM 8-K: The Company filed the following Current Reports on Form 8-K during the fourth quarter of fiscal year 2001:
Date Item Number(s) Content 7/23/01 5 Advance notice of Webcast of regular earnings conference call 8/21/01 2,7 Acquisition of the propane distribution businesses of Columbia Propane Corporation
- 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, thereunto duly authorized. UGI CORPORATION Date: June 17 , 2002 By: Anthony J. Mendicino ------------------------------ Anthony J. Mendicino Vice President - Finance and Chief Financial Officer - 10 - -----END PRIVACY-ENHANCED MESSAGE-----