-----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, MSLWUPaQK9ydJvqcyyynbSQbuTvHvm3PjbdtJmZ3QkBnBMKqAgAPXDxDpQv3CpXQ C88xoaRxZdwr/5U8pgJVGg== 0000893220-02-000825.txt : 20020627 0000893220-02-000825.hdr.sgml : 20020627 20020627131608 ACCESSION NUMBER: 0000893220-02-000825 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020627 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: 02688715 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 w61728e10vkza.txt FORM 10-K/A AMENDMENT NO.2 YEAR ENDED 9/30/2001 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A AMENDMENT NO. 2 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 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 in Exhibit No. 99. 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 UGI Amendment No. 1 3.(3)(a) Articles of Incorporation of the on Form 8 to Company Form 8-B (4/10/92) - ---------------------------------------------------------------------------------------------------------- 3.2 Bylaws of UGI as in effect since UGI Form 10-K 3.2 October 27, 1998 (9/30/98) - ---------------------------------------------------------------------------------------------------------- 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 UGI Registration 4.3 August 18, 2000, between the Statement No. Company and Mellon Bank, N.A., 333-49080 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 UGI Form 8-B/A 3.(4) Common Stock contained in the (4/17/96) 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 AmeriGas Form 10-Q 10.8 12, 1995 among The Prudential Partners, L.P. (3/31/95) Insurance Company of 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 AmeriGas Form 10-K 4.5 September 12, 1997 to Note Partners, L.P. (9/30/97) Agreement dated as of April 12, 1995 ("1995 Note Agreement") - ---------------------------------------------------------------------------------------------------------- 4.6 Second Amendment dated as of AmeriGas Form 10-K 4.6 September 15, 1998 to 1995 Note Partners, L.P. (9/30/98) Agreement - ---------------------------------------------------------------------------------------------------------- 4.7 Third Amendment dated as of March AmeriGas Form 10-Q 10.2 23, 1999 to 1995 Note Agreement Partners, L.P. (3/31/99) - ---------------------------------------------------------------------------------------------------------- 4.8 Fourth Amendment dated as of March AmeriGas Form 10-Q 10.2 16, 2000 to 1995 Note Agreement Partners, L.P. (6/30/00) - ----------------------------------------------------------------------------------------------------------
-3-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- Fifth Amendment dated as of August 1, AmeriGas Form 10-K 4.9 2001 to 1995 Note Agreement Partners, L.P. (9/30/01) 4.8 - ---------------------------------------------------------------------------------------------------------- 4.9(a) Second Amended and Restated AmeriGas Form 8-K 1 Agreement of Limited Partnership of Partners, L.P. (9/30/00) AmeriGas Partners, L.P. - ---------------------------------------------------------------------------------------------------------- 4.10 Amended and Restated Agreement of AmeriGas Form 10-K 3.8 Limited Partnership of AmeriGas Partners, L.P. (9/30/01) Eagle Propane, L.P. dated July 19, 1999 - ---------------------------------------------------------------------------------------------------------- 10.1 Service Agreement (Rate FSS) dated UGI Form 10-K 10.5 as of November 1, 1989 between (9/30/95) 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 Utilities Form 10-K (10)o. June 1, 1987 between Utilities and (12/31/90) 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 Utilities Form 10-K (10)p. (Rate FTS-1) dated November 1, 1989 (12/31/90) 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 UGI Form 10-K 10.35 Agreement dated April 1, 1988 (9/30/94) between Southwest Salt Co. and AP Propane, Inc. (the "Southwest Salt Co. Agreement") - ---------------------------------------------------------------------------------------------------------- 10.5 Letter dated July 8, 1998 pursuant UGI Form 10-K 10.5 to Article 1, Section 1.2 of the (9/30/99) Southwest Salt Co. Agreement re: option to renew for period of June 1, 2000 to May 31, 2005 and related extension notice - ----------------------------------------------------------------------------------------------------------
-4-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- 10.6** UGI Corporation Directors Deferred UGI Form 10-K 10.6 Compensation Plan Amended and (9/30/00) Restated as of January 1, 2000 - ---------------------------------------------------------------------------------------------------------- 10.7** UGI Corporation 1992 Stock Option UGI Form 10-Q (10)ee and Dividend Equivalent Plan, as (6/30/92) amended May 19, 1992 - ---------------------------------------------------------------------------------------------------------- 10.8** UGI Corporation Annual Bonus Plan UGI Form 10-Q 10.4 dated March 8, 1996 (6/30/96) - ---------------------------------------------------------------------------------------------------------- 10.9** UGI Corporation Directors' Equity UGI Form 10-K 10.9 Compensation Plan Amended and (9/30/00) Restated as of January 1, 2000 - ---------------------------------------------------------------------------------------------------------- 10.10** UGI Corporation 1997 Stock Option UGI Form 10-Q 10.2 and Dividend Equivalent Plan (3/31/97) - ---------------------------------------------------------------------------------------------------------- 10.11** UGI Corporation 1992 Directors' UGI Form 10-Q (10)ff Stock Plan (6/30/92) - ---------------------------------------------------------------------------------------------------------- 10.12** UGI Corporation Senior Executive UGI Form 10-K 10.12 Employee Severance Pay Plan (9/30/97) effective January 1, 1997 - ---------------------------------------------------------------------------------------------------------- 10.13** UGI Corporation 2000 Directors' UGI Form 10-K 10.13 Stock Option Plan (9/30/99) - ---------------------------------------------------------------------------------------------------------- 10.14** UGI Corporation 2000 Stock UGI Form 10-Q 10.1 Incentive Plan (6/30/00) - ---------------------------------------------------------------------------------------------------------- 10.15** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16 (9/30/97) - ---------------------------------------------------------------------------------------------------------- 10.16** UGI Corporation Supplemental UGI Form 10-Q 10 Executive Retirement Plan Amended (6/30/98) and Restated effective October 1, 1996 - ---------------------------------------------------------------------------------------------------------- 10.17** Summary of Terms of UGI Corporation UGI Form 10-Q 10 1999 Restricted Stock Awards (6/30/99) - ---------------------------------------------------------------------------------------------------------- 10.18 Amended and Restated Credit AmeriGas Form 10-K 10.1 Agreement dated as of September 15, Partners, L.P. (9/30/97) 1997 among AmeriGas 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 AmeriGas Form 10-K 10.2 September 15, 1998 to Amended and Partners, L.P. (9/30/98) Restated Credit Agreement - ----------------------------------------------------------------------------------------------------------
-5-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- Second Amendment dated as of March AmeriGas Form 10-Q 10.1 10.20 25, 1999 to Amended and Restated Partners, L.P. (3/31/99) Credit Agreement - ---------------------------------------------------------------------------------------------------------- 10.21 Third Amendment dated as of March AmeriGas Form 10-Q 10.3 22, 2000 to Amended and Restated Partners, L.P. (6/30/00) Credit Agreement - ---------------------------------------------------------------------------------------------------------- 10.22 Fourth Amendment dated as of June AmeriGas Form 10-Q 10.4 6, 2000 to Amended and Restated Partners, L.P. (6/30/00) Credit Agreement - ---------------------------------------------------------------------------------------------------------- 10.22(a) Fifth Amendment dated as of July AmeriGas Form 10-K 10.6 31, 2001 to Amended and Restated Partners, L.P. (9/30/01) Credit Agreement - ---------------------------------------------------------------------------------------------------------- 10.23 Intercreditor and Agency Agreement AmeriGas Form 10-Q 10.2 dated as of April 19, 1995 among Partners, L.P. (3/31/95) AmeriGas Propane, 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 AmeriGas Form 10-K 10.8 31, 2001 to Intercreditor and Partners, L.P. (9/30/01) Agency Agreement dated as of April 19, 1995 - ---------------------------------------------------------------------------------------------------------- 10.24 General Security Agreement dated as AmeriGas Form 10-Q 10.3 of April 19, 1995 among AmeriGas Partners, L.P. (3/31/95) Propane, L.P., Bank of America National Trust and Savings Association and Mellon Bank, N.A. - ---------------------------------------------------------------------------------------------------------- 10.24(a) First Amendment dated as of July AmeriGas Form 10-K 10.10 31, 2001 to General Security Partners, L.P. (9/30/01) Agreement dated as of April 19, 1995 - ---------------------------------------------------------------------------------------------------------- 10.25 Subsidiary Security Agreement dated AmeriGas Form 10-Q 10.4 as of April 19, 1995 among AmeriGas Partners, L.P. (3/31/95) Propane, 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 AmeriGas Form 10-K 10.12 31, 2001 to Subsidiary Security Partners, L.P. (9/30/01) Agreement dated as of April 19, 1995 - ---------------------------------------------------------------------------------------------------------- 10.26 Restricted Subsidiary Guarantee AmeriGas Form 10-Q 10.5 dated as of April 19, 1995 by Partners, L.P. (3/31/95) AmeriGas Propane, L.P. for the benefit of Bank of America National Trust and Savings Association, as Collateral Agent - ---------------------------------------------------------------------------------------------------------- 10.27 Trademark License Agreement dated AmeriGas Form 10-Q 10.6 April 19, 1995 among UGI Partners, L.P. (3/31/95) Corporation, AmeriGas, Inc., AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P. - ----------------------------------------------------------------------------------------------------------
-6-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- 10.28 Trademark License Agreement, dated AmeriGas Form 10-Q 10.7 April 19, 1995 among AmeriGas Partners, L.P. (3/31/95) Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P. - ---------------------------------------------------------------------------------------------------------- 10.29 Stock Purchase Agreement dated May Petrolane Registration 10.16(a) 27, 1989, as amended and restated Incorporated/ Statement No. July 31, 1989, between Texas AmeriGas, Inc. 33-69450 Eastern Corporation and QFB Partners - ---------------------------------------------------------------------------------------------------------- 10.30 Pledge Agreement dated September UGI Form 10-K 10.28 1999 between Eastfield (9/30/99) International Holdings, Inc. and Reiffeisen Zentralbank Osterreich Aktiengesellschaft ("RZB") - ---------------------------------------------------------------------------------------------------------- 10.31 Pledge Agreement dated September UGI Form 10-K 10.29 1999 between EuroGas Holdings, Inc. (9/30/99) and RZB - ---------------------------------------------------------------------------------------------------------- 10.32 Form of Guarantee Agreement dated UGI Form 10-K 10.30 September 1999 between UGI (9/30/99) Corporation and RZB relating to loan amount of EURO 74 million - ---------------------------------------------------------------------------------------------------------- 10.33 Form of Guarantee Agreement dated UGI Form 10-K 10.33 September 2000 between UGI (9/30/00) Corporation and RZB relating to loan amount of EURO 14.9 million - ---------------------------------------------------------------------------------------------------------- 10.34 Form of Guarantee Agreement dated UGI Form 10-K 10.34 September 2000 between UGI (9/30/00) 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 10.33 arrangements for Messrs. Greenberg, (9/30/99) Bovaird and Mendicino - ---------------------------------------------------------------------------------------------------------- 10.36** Description of Change of Control UGI Form 10-K 10.34 arrangement for Mr. Chaney (9/30/99) - ---------------------------------------------------------------------------------------------------------- 10.37** Description of Change of Control AmeriGas Form 10-K 10.31 arrangement for Mr. Bissell Partners, L.P. (9/30/99) - ---------------------------------------------------------------------------------------------------------- 10.38** Consulting Services Agreement dated UGI Form 10-K 10.38 as of August 1, 2000 between (9/30/00) Stephen D. Ban and UGI Corporation - ---------------------------------------------------------------------------------------------------------- 10.39** 1992 Non-Qualified Stock Option UGI Form 10-K 10.39 Plan, as amended (9/30/00) - -----------------------------------------------------------------------------------------------------------
-7-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- 10.40 Service Agreement for comprehensive UGI Form 10-K 10.40 delivery service (Rate CDS) dated (9/30/00) February 23, 1998 between UGI Utilities, Inc. and Texas Eastern Transmission Corporation - ---------------------------------------------------------------------------------------------------------- 10.41 Service Agreement for comprehensive UGI Form 10-K 10.41 delivery service (Rate CDS) dated (9/30/00) February 23, 1999 between UGI Utilities, Inc. and Texas Eastern Transmission Corporation - ---------------------------------------------------------------------------------------------------------- 10.42 Purchase Agreement dated January AmeriGas Form 8-K 10.1 30, 2001 and Amended and Restated Partners, L.P. (8/8/01) on August 7, 2001 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 Utilities Form 10-K 10.24 Creek Energy Ventures dated (9/30/01) December 8, 2001 by and between UGI Hunlock Development Company and Allegheny Energy Supply Hunlock Creek LLC - ---------------------------------------------------------------------------------------------------------- 10.44 Agreement by Petrolane Incorporated Petrolane Form 10-K 10.13 and certain of its subsidiaries Incorporated (9/23/94) party thereto ("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 National Form 8-K 10.5 Columbia Propane, L.P., CP Propane (4/19/99) Holdings, Inc., Columbia Propane Partners, L.P. 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 AmeriGas Form 8-K 10.2 dated as of August 21, 2001 by and Partners, L.P. (8/21/01) between Columbia Propane, L.P. and AmeriGas Propane, L.P. acknowledged and agreed to by CP Holdings, Inc. - ---------------------------------------------------------------------------------------------------------- 10.47 Promissory Note by National Propane AmeriGas Form 10-K 10.39 L.P., a Delaware limited Partners, L.P. (9/30/01) partnership in favor of Columbia Propane Corporation dated July 19, 1999 - ----------------------------------------------------------------------------------------------------------
-8-
- ---------------------------------------------------------------------------------------------------------- INCORPORATION BY REFERENCE - ---------------------------------------------------------------------------------------------------------- EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ---------------------------------------------------------------------------------------------------------- 10.48 Loan Agreement dated July 19, 1999, AmeriGas Form 10-K 10.40 between National Propane, L.P. and Partners, L.P. (9/30/01) Columbia Propane Corporation - ---------------------------------------------------------------------------------------------------------- 10.49 First Amendment dated August 21, AmeriGas Form 10-K 10.41 2001 to Loan Agreement dated July Partners, L.P. (9/30/01) 19, 1999 between National Propane, L.P. and Columbia Propane Corporation - ---------------------------------------------------------------------------------------------------------- 10.50 Columbia Energy Group Payment AmeriGas Form 10-K 10.42 Guaranty dated April 5, 1999 Partners, L.P. (9/30/01) - ---------------------------------------------------------------------------------------------------------- 10.51 Keep Well Agreement by and between AmeriGas Form 10-K 10.46 AmeriGas Propane, L.P. and Columbia Partners, L.P. (9/30/01) Propane Corporation dated August 21, 2001 - ---------------------------------------------------------------------------------------------------------- 10.52 Management Services Agreement AmeriGas Form 10-K 10.47 effective as of August 21, 2001 Partners, L.P. (9/30/01) between AmeriGas Propane, 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 UGI Form 10-Q 18 regarding change in accounting (12/31/00) principles - ---------------------------------------------------------------------------------------------------------- 21 Subsidiaries of the Registrant - ---------------------------------------------------------------------------------------------------------- 23 Consent of Arthur Andersen LLP - ---------------------------------------------------------------------------------------------------------- *23.1 Consent of PricewaterhouseCoopers 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, 2001 - ---------------------------------------------------------------------------------------------------------- *99 Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 2001 - ----------------------------------------------------------------------------------------------------------
* 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: -9-
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
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 27, 2002 By: /s/ Anthony J. Mendicino -------------------------------- Anthony J. Mendicino Vice President - Finance and Chief Financial Officer -10- EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 23.1 Consent of PricewaterhouseCoopers 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, 2001. 99 Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 2001.
EX-23.1 3 w61728exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No.33-78776), Form S-3 (File No. 333-42296), Form S-8 (File No. 33-47319), Form S-8 (File No. 33-61722), Form S-8 (File No. 333-22305), Form S-8 (File No. 333-37093) and Form S-8 (File No. 333-49080) of UGI Corporation of our reports dated June 21, 2002, relating to the financial statements and supplemental schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan, which appear in this Form 10-K/A. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 27, 2002 EX-99 4 w61728exv99.txt FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Exhibit 99 Financial Statements and Supplemental Schedule of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the year ended December 31, 2001 UGI UTILITIES, INC. SAVINGS PLAN EIN #23-1174060 PLAN NUMBER 008 FINANCIAL STATEMENTS for the years ended December 31, 2001 and 2000 UGI UTILITIES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) ------- Reports of Independent Public Accountants 2 to 3 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2001 and 2000 4 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 5 Notes to Financial Statements 6 to 18 Item 4(i) - Schedule of Assets (Held at End of Year) 19 to 20
-1- REPORT OF INDEPENDENT ACCOUNTANTS To the Retirement Committee of UGI Utilities, Inc. In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") at December 31, 2001 and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose 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. This supplemental schedule is the responsibility of the Plan's management. 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. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 21, 2002 - 2 - THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP. 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, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years ended December 31, 2000 and 1999. 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, 2000 and 1999 and the changes in net assets available for benefits for the years ended December 31, 2000 and 1999, 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 22, 2001 -3- UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31 ---------------------------------- 2001 2000 -------------- -------------- Investments (Note 3) $ 58,432,434 $ 58,355,347 Loans to participants 1,640,122 1,427,646 Employers' contributions receivable 1,183,098 1,133,092 -------------- -------------- Net assets available for benefits $ 61,255,654 $ 60,916,085 ============== ==============
See accompanying notes to financial statements. -4- UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2001 2000 ------------ ------------- Participants' contributions $ 4,170,091 $ 4,129,500 Rollover contributions 218,534 158,954 Employers' contributions 1,183,098 1,133,092 Investment income (loss): Dividends 1,655,507 3,861,528 Net depreciation in value of investments (5,256,946) (5,598,260) Other, primarily interest on loans 132,990 124,912 Net transfers of participants' balances (33,449) 185,603 Distributions to participants (1,730,256) (3,387,867) ------------ ------------- Net increase 339,569 607,462 Net assets available for benefits-beginning of year 60,916,085 60,308,623 ------------ ------------- Net assets available for benefits-end of year $ 61,255,654 $ 60,916,085 ============ =============
See accompanying notes to financial statements. -5- 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 (the Plan) provides general information on the provisions of the Plan in effect on December 31, 2001 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, Inc. Retirement Committee (Plan Administrator) whose members are appointed by the Board of Directors of UGI Utilities. 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). For the 2001 and 2000 Plan Years, the IRC contribution limit was $10,500 per year. A participant may increase the rate of, or reduce or suspend, his or her before-tax or after-tax contributions at any time by contacting the Plan's record keeper, Fidelity Management Trust Company. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. Effective January 1, 2002, the Plan was amended as permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001 ("the Act") to allow participants to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. Combined maximum before-tax and after-tax contributions cannot exceed 50%. The Plan was also amended as permitted by the Act to allow for "catch-up contributions." The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRS and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contribution for 2002 is $1,000, increasing $1,000 per year through 2006. Catch-up contributions are not eligible for the Employer matching contribution (as described below). 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, but only if the deposit qualifies as a tax-free rollover as defined in section 402 or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. Effective January 1, 2002, the Plan was also amended as permitted by the Act to accept after-tax rollover contributions. -6- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 (as defined in the Plan document) 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 excused leave of absence (as defined in the Plan document) 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 2001 Plan Year and the 2000 Plan Year, which were made in January 2002 and January 2001, 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 (as defined in the Plan document), 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. Effective January 1, 2002, as permitted by the Act, the Plan was amended to implement a revised vesting schedule. Participants will vest as follows: 25% after two years of service; 50% after three years of service; 75% after four years of service; and 100% after five years of service. A participant who terminates employment before he or she is 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. In the 2001 and 2000 Plan Years, forfeitures of $25,892 and $30,000, respectively, were used to reduce the Employers' contributions. During the 2001 Plan Year and the 2000 Plan Year, $30,184 and $42,414, respectively, were forfeited from participants' accounts. As of December 31, 2001 and 2000, there were $6,234 and $1,252, 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. 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. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research Company (FMR). Following are brief descriptions of the investment options available to participants and the strategies and objectives of each fund. Money Market Fund - - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund that invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse -7- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) repurchase agreements. The fund's objective is to provide as high a level of current income as is consistent with the preservation of capital and liquidity. Managed Income Fund - - Fidelity Managed Income Portfolio II Fund This fund is 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. The fund's objective is to preserve principal while earning interest income. Income Funds - - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund which normally invests in U.S. dollar-denominated investment-grade bonds while normally maintaining a dollar-weighted average maturity between three and ten years. The fund's objective is to provide a high level of current income. - - Fidelity Capital & Income Fund This fund is an unaffiliated registered investment company mutual fund that invests mainly in equity and debt securities, including defaulted securities, with an emphasis on lower-quality debt securities. The fund invests in companies in troubled or uncertain financial condition and in domestic and foreign issuers. The fund's objective is to provide current income and capital growth. - - Fidelity U.S. Bond Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in bonds included in the Lehman Brothers Aggregate Bond Index. The fund's objective is to provide investment results that correspond to the total returns of bonds in the Lehman Brothers Aggregate Bond Index. Growth and Income Funds - - Fidelity Spartan U.S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks included in the Standard and Poor's 500 Index (S&P 500) a widely recognized, unmanaged index of 500 U.S. common stocks. The fund's objective is to match the total return of the S&P 500. -8- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund's objective is to provide reasonable income while considering the potential for capital appreciation. - - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks. The fund may also invest a portion of assets in bonds, including lower-quality debt securities. The fund seeks long-term capital growth. - - Fidelity Growth & Income Portfolio This fund is an unaffiliated registered investment company mutual fund that normally invests a majority of total assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation. The fund may also invest in bonds. The fund seeks high total return through a combination of current income and capital appreciation. - - Fidelity Equity Income II Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund seeks reasonable income and the potential for capital appreciation. - - Fidelity Real Estate Investment Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in equity securities of companies principally engaged in the real estate industry. The fund seeks above-average income and long-term capital growth consistent with reasonable risk. Balanced Funds - - Fidelity Balanced Fund - Fidelity Puritan Fund These funds are unaffiliated registered investment company mutual funds that invest in stocks and other equity securities and in bonds and other debt securities. The funds seek income and capital growth. -9- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Growth Funds - - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers that are expected to have above-average growth potential. The fund seeks capital appreciation. - - Fidelity OTC Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in securities traded on the over-the-counter (OTC) market. The fund seeks capital appreciation. - - Fidelity Capital Appreciation Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Blue Chip Growth Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of well-known and established companies. The fund invests in securities of domestic and foreign issuers. The fund seeks growth of capital over the long term. - - Fidelity Low-Priced Stock Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in low-priced common stocks. The fund seeks capital appreciation. - - Fidelity Small Cap Independence Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers with small market capitalizations. The fund seeks capital appreciation. -10- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - - Fidelity Value Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of companies that possess valuable fixed assets or that are believed to be undervalued in relation to the issuing company's assets, earnings, or growth potential. The fund seeks capital appreciation. International Funds - - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities. The fund invests primarily in common stocks and seeks long-term growth of capital. - - Fidelity Worldwide Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks issued anywhere in the world. The fund seeks growth of capital. - - Fidelity International Growth & Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities including common stocks with a focus on those that pay current dividends and have the potential for capital appreciation. The fund seeks capital growth and current income. Asset Allocation Funds - - Fidelity Freedom Income Fund - Fidelity Freedom 2020 Fund - - Fidelity Freedom 2000 Fund - Fidelity Freedom 2030 Fund - - Fidelity Freedom 2010 Fund - Fidelity Freedom 2040 Fund These funds are unaffiliated registered investment company mutual funds that 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. -11- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 and short-term investments. 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. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such request is received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the fund for liquidity. In such case, the participant will receive the net asset value, or closing price for the units, calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date's closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds. 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 in the Plan document) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000, a Plan participant's benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution. A participant who continues to work past age 70 1/2 will receive a distribution upon termination of employment. 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 -12- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 contributions that were matched by the Employers, 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 (i) medical expenses as defined in section 213(d) of the IRC; (ii) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (iii) foreclosure on a primary residence; or (iv) costs directly related to the 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 (i) 50% of a participant's before-tax and rollover account balances, or (ii) $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 Employers. The Employers currently pay such expenses. Loan administration and withdrawal fees are paid by participants. Mutual fund expenses are paid to fund managers from mutual fund assets. -13- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 the Retirement Committee 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. 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 Statements of Changes in Net Assets Available for Benefits the net 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 Managed Income Fund for which distributions are based upon contract value) as of the dates of the distribution. Transfers of participant balances represent amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan, an affiliate plan. -14- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. -15- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 2001 and 2000 are as follows:
December 31, 2001 2000 ----------- ------------- Fidelity Cash Reserves Fund (shares -- 3,374,931 and 2,951,446, respectively) $ 3,374,931* $ 2,951,446 ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 8,656,475 and 7,211,501, respectively) 8,656,475* 7,211,501* ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 102,324 and 76,924, respectively) 1,055,981 772,314 ----------- ----------- Fidelity Capital & Income Fund ( shares -- 21,306 and 37,147, respectively) 144,452 287,150 ----------- ----------- Fidelity U.S. Bond Index Fund (shares -- 40,155 and 26,885, respectively) 433,671 284,713 ----------- ----------- Fidelity Spartan U.S. Equity Index Fund (shares -- 58,021 and 50,558, respectively) 2,357,989 2,366,597 ----------- ----------- Fidelity Equity Income Fund (shares -- 193,334 and 182,259, respectively) 9,428,885* 9,738,088* ----------- ----------- Fidelity Fund (shares -- 63,098 and 58,802, respectively) 1,822,270 1,926,352 ----------- ----------- Fidelity Growth & Income Portfolio (shares -- 9,572 and 5,726, respectively) 357,818 241,050 ----------- ----------- Fidelity Equity Income II Fund (shares -- 6,566 and 4,773, respectively) 138,077 113,878 ----------- ----------- Fidelity Real Estate Investment Portfolio (shares -- 11,746 and 2,283, respectively) 217,541 42,228 ----------- ----------- Fidelity Balanced Fund (shares -- 13,219 and 4,241, respectively) 196,958 64,422 ----------- ----------- Fidelity Puritan Fund (shares -- 6,946 and 6,782, respectively) 122,742 127,701 ----------- ----------- Fidelity Magellan Fund (shares -- 163,429 and 157,055, respectively) 17,032,610* 18,736,617* ----------- ----------- Fidelity Growth Company Fund (shares -- 60,944 and 58,735, respectively) 3,243,428* 4,195,462* ----------- ----------- Fidelity OTC Portfolio (shares -- 34,396 and 34,634, respectively) 1,072,123 1,421,736 ----------- ----------- Fidelity Capital Appreciation Fund (shares -- 6,871 and 7,046, respectively) 141,191 156,640 ----------- ----------- Fidelity Blue Chip Growth Fund (shares -- 24,714 and 21,302, respectively) 1,061,232 1,097,713 ----------- ----------- Fidelity Low-Priced Stock Fund (shares -- 13,340 and 3,596, respectively) 365,783 83,150 ----------- ----------- Fidelity Small Cap Independence Fund (shares -- 14,416 and 14,555, respectively) 242,193 236,227 ----------- ----------- Fidelity Value Fund (shares -- 7,469 and 2,391, respectively) 384,704 110,801 ----------- -----------
- 16 - UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 2001 2000 ----------- ----------- Fidelity Overseas Fund (shares -- 23,615 and 22,137, respectively) 647,523 760,835 ----------- ----------- Fidelity Worldwide Fund (shares -- 7,359 and 3,855, respectively) 107,879 60,249 ----------- ----------- Fidelity International Growth & Income Fund (shares -- 6,504 and 6,613, respectively) 122,007 150,254 ----------- ----------- Fidelity Freedom Income Fund (shares -- 3,968 and 3,356, respectively) 43,376 37,488 ----------- ----------- Fidelity Freedom 2000 Fund (shares -- 18,451 and 30,447, respectively) 212,550 359,582 ----------- ----------- Fidelity Freedom 2010 Fund (shares -- 39,471 and 34,302, respectively) 497,724 474,744 ----------- ----------- Fidelity Freedom 2020 Fund (shares -- 44,595 and 32,398, respectively) 561,006 471,718 ----------- ----------- Fidelity Freedom 2030 Fund (shares -- 22,028 and 21,204, respectively) 276,673 318,061 ----------- ----------- Fidelity Freedom 2040 Fund (shares -- 1,119 and 535, respectively) 8,271 4,684 ----------- ----------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 316,223 and 324,899, respectively) 4,047,651* 3,499,158* Dividends receivable 56,720 52,788 ----------- ----------- 4,104,371 3,551,946 ----------- ----------- 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 $58,432,434 $58,355,347 =========== =========== Total trust investments - cost $58,953,385 $53,967,934 =========== ===========
* - 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, 2001 and the year ended December 31, 2000 by major investment category follows:
Year Year Ended Ended December 31, December 31, 2001 2000 ------------ ------------ Registered investment company mutual funds $(5,960,005) $(6,271,233) UGI Common Stock Fund 703,059 672,973 ----------- ----------- Total net depreciation in fair value $(5,256,946) $(5,598,260) =========== ===========
- 17 - UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 2001 Plan Year and the 2000 Plan Year, the Plan purchased, at market prices, 8,114 and 10,187 shares of UGI Corporation Common Stock directly from UGI Corporation for $213,277 and $220,753, 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 at End of Year) 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, on February 28, 2002, the Plan Administrator filed an application for an advance determination on the qualification of the amended Plan and 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. - 18 - UGI UTILITIES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001 ------------------------------------------------------------------ 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) 3,374,931 shrs $ 3,374,931 $ 3,374,931 100.00% ----------- ----------- ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 8,656,475 shrs 8,656,475 8,656,475 100.00% ----------- ----------- ------ FIDELITY INTERMEDIATE BOND FUND (3) 102,324 shrs 1,041,784 1,055,981 100.00% ----------- ----------- ------ FIDELITY CAPITAL & INCOME FUND (3) 21,306 shrs 186,941 144,452 100.00% ----------- ----------- ------ FIDELITY U.S. BOND INDEX FUND (3) 40,155 shrs 429,812 433,671 100.00% ----------- ----------- ------ FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 58,021 shrs 2,362,128 2,357,989 100.00% ----------- ----------- ------ FIDELITY EQUITY INCOME FUND (1) (3) 193,334 shrs 8,658,940 9,428,885 100.00% ----------- ----------- ------ FIDELITY FUND (3) 63,098 shrs 2,122,308 1,822,270 100.00% ----------- ----------- ------ FIDELITY GROWTH & INCOME PORTFOLIO (3) 9,572 shrs 403,768 357,818 100.00% ----------- ----------- ------ FIDELITY EQUITY INCOME II FUND (3) 6,566 shrs 162,941 138,077 100.00% ----------- ----------- ------ FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 11,746 shrs 217,355 217,541 100.00% ----------- ----------- ------ FIDELITY BALANCED FUND (3) 13,219 shrs 200,279 196,958 100.00% ----------- ----------- ------ FIDELITY PURITAN FUND (3) 6,946 shrs 125,750 122,742 100.00% ----------- ----------- ------ FIDELITY MAGELLAN FUND (1) (3) 163,429 shrs 16,442,521 17,032,610 100.00% ----------- ----------- ------ FIDELITY GROWTH COMPANY FUND (1) (3) 60,944 shrs 4,243,174 3,243,428 100.00% ----------- ----------- ------ FIDELITY OTC PORTFOLIO (3) 34,396 shrs 1,929,873 1,072,123 100.00% ----------- ----------- ------ FIDELITY CAPITAL APPRECIATION FUND (3) 6,871 shrs 179,160 141,191 100.00% ----------- ----------- ------ FIDELITY BLUE CHIP GROWTH FUND (3) 24,714 shrs 1,299,770 1,061,232 100.00% ----------- ----------- ------ FIDELITY LOW-PRICED STOCK FUND (3) 13,340 shrs 336,796 365,783 100.00% ----------- ----------- ------ FIDELITY SMALL CAP INDEPENDENCE FUND (3) 14,416 shrs 232,168 242,193 100.00% ----------- ----------- ------ FIDELITY VALUE FUND (3) 7,469 shrs 360,055 384,704 100.00% ----------- ----------- ------ FIDELITY OVERSEAS FUND (3) 23,615 shrs 855,075 647,523 100.00% ----------- ----------- ------
- 19 - UGI UTILITIES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (CONTINUED)
December 31, 2001 -------------------------------------------------------------------- Number of Shares or Fair Value / Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- -------------- ----------- ------------ ------------- FIDELITY WORLDWIDE FUND (3) 7,359 shrs 123,947 107,879 100.00% ----------- ----------- ------------ FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 6,504 shrs 162,180 122,007 100.00% ----------- ----------- ------------ FIDELITY FREEDOM INCOME FUND (3) 3,968 shrs 44,412 43,376 100.00% ----------- ----------- ------------ FIDELITY FREEDOM 2000 FUND (3) 18,451 shrs 225,196 212,550 100.00% ----------- ----------- ------------ FIDELITY FREEDOM 2010 FUND (3) 39,471 shrs 547,038 497,724 100.00% ----------- ----------- ------------ FIDELITY FREEDOM 2020 FUND (3) 44,595 shrs 647,944 561,006 100.00% ----------- ----------- ------------ FIDELITY FREEDOM 2030 FUND (3) 22,028 shrs 351,307 276,673 100.00% ----------- ----------- ------------ FIDELITY FREEDOM 2040 FUND (3) 1,119 shrs 8,281 8,271 100.00% ----------- ----------- ------------ UGI COMMON STOCK FUND (1) (3) UGI Corporation Unitized Stock Fund 316,223 units 2,964,356 4,047,651 98.62% Dividends receivable $ 56,720 56,720 56,720 1.38% ----------- ----------- ------------ 3,021,076 4,104,371 100.00% ----------- ----------- ------------ PARTICIPANT LOANS Loan principal outstanding (3)(4) -- 1,640,122 100.00% ----------- ----------- ------------ Total - all funds $58,953,385 $60,072,556 ----------- ----------- - --------------------------------------------------------------------------------------------------------------
(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) Interest rates on loans outstanding as of December 31, 2001 range from 6.00% to 10.50%. - 20 - AMERIGAS PROPANE, INC. SAVINGS PLAN EIN #23-2786294 PLAN NUMBER 002 FINANCIAL STATEMENTS for the years ended December 31, 2001 and 2000 AMERIGAS PROPANE, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) Reports of Independent Public Accountants 2 - 3 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2001 and 2000 4 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 5 Notes to Financial Statements 6 - 20 Item 4(i) - Schedule of Assets (Held at End of Year) 21 - 22
- 1 - REPORT OF INDEPENDENT ACCOUNTANTS To the Benefits Committee of AmeriGas Propane, Inc. In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the AmeriGas Propane, Inc. Savings Plan (the "Plan") at December 31, 2001 and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose 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. This supplemental schedule is the responsibility of the Plan's management. 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. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 21, 2002 - 2 - THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP 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, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years ended December 31, 2000 and 1999. 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, 2000 and 1999 and the changes in net assets available for benefits for the years ended December 31, 2000 and 1999, 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 22, 2001 - 3 - AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 2000 ------------- -------------- Investments (Note 3) $154,153,011 $158,867,753 Loans to participants 3,866,812 3,590,538 ------------ ------------ Net assets available for benefits $158,019,823 $162,458,291 ============ ============
See accompanying notes to financial statements. - 4 - AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2001 2000 ---------------- -------------- Participants' contributions $ 8,212,544 $ 8,144,221 Participants' rollover contributions 5,347,983 64,574 Company contributions 4,981,683 4,951,355 Investment income (loss): Dividends 4,524,621 10,550,076 Net depreciation in value of investments (13,479,400) (13,576,596) Plan administration expenses and loan administration fees (33,453) (124,509) Other, primarily interest on loans 318,620 312,828 Net transfers of participants' balances 33,449 (185,603) Distributions to participants (14,344,515) (17,500,334) ------------- ------------- Net decrease (4,438,468) (7,363,988) Net assets available for benefits - beginning of year 162,458,291 169,822,279 ------------- ------------- Net assets available for benefits - end of year $ 158,019,823 $ 162,458,291 ============= =============
See accompany notes to financial statements. - 5 - 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, 2001 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. 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). Effective January 1, 2002, the Plan was amended as permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001 ("the Act") to allow participants to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. The Plan was also amended as permitted by the Act to allow for "catch-up contributions." The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRS and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contribution for 2002 is $1,000, increasing $1,000 per year through 2006. Catch-up contributions are not eligible for the Company matching contribution (as described below). 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, but only if the deposit qualifies as a tax free rollover as defined in section 402 or (ii) a direct transfer from -6- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) another plan qualified under Section 401(a) of the IRC. Effective January 1, 2002 the Plan accepts rollovers from after-tax contributions as permitted under the Act. The Company shall contribute to the Plan an amount equal to 100% of contributions made by each eligible participant for each payroll period 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 as defined in the Plan document. In conjunction with the implementation of a short-term cost savings program, the Plan was amended to provide that, for the period March 1, 2002 to September 30, 2002, the Company contribution rate will be 25% of contributions made by each eligible participant for each payroll period up to a total of 5% of the participant's eligible compensation. 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 (i) has completed one year of service; (ii) was not eligible to participate in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as of the last day of a Plan year; and (iii) either (a) remained in the employ of the Company through the end of the Plan year as of which such contribution is to be allocated; (b) retired, experienced total disability (as defined in the Plan document), or died while in service during the Plan year; or (c) was on an excused absence (as defined in the Plan document) at the end of the Plan year. Subject to certain limitations, the profit sharing contribution to be credited to a participant's accounts shall be allocated as of the last day of the Plan year by dividing the total amount of such contribution by the number of eligible Plan participants. No such amounts were contributed to the Plan on behalf of the 2001 Plan Year and the 2000 Plan Year. Any participant who (i) satisfies the eligibility requirements described in the immediately preceding paragraph; (ii) was a participant in the former Retirement Income Plan for Employees of AP Propane, Inc. as of December 31, 1988; and (iii) 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. -7- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) A participant will at all times be fully (100%) vested in the portion of his or her account attributable to the following sources: (i) Predecessor Account; (ii) Predecessor Pension Rollover Account; (iii) Rollover/Dollar Builder Account; (iv) Rollover ESOP Account; (v) Salary Deferral Account; and (vi) the Voluntary Participant Contribution Account, each as defined in the Plan document. A participant is fully vested in the portion of his or her account attributable to Company contributions upon the earlier of (i) the completion of five years of service or (ii) the attainment of normal retirement age (as defined in the Plan document), total disability (as defined in 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. Effective January 1, 2002 as permitted by the Act, the Plan was amended to implement a revised vesting schedule. Participants will vest as follows: 25% after two years of service; 50% after three years of service; 75% after four years of service; and 100% after five years of service. A participant who terminates employment before he or she is 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 2001 Plan Year and 2000 Plan Year, forfeitures of $317,290 and $163,726, respectively, were used to reduce Company contributions. During the 2001 Plan Year and 2000 Plan Year, $301,957 and $248,374, respectively, were forfeited from participant accounts. During the 2000 Plan Year, forfeitures of $90,315, were also used to pay certain plan administrative expenses. As of December 31, 2001 and 2000, there were $109,054 and $115,700, 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. 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. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research (FMR). Following are brief descriptions of the investment options available to participants and the strategies and objectives of each fund. Money Market Fund - - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund that invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse repurchase agreements. The fund's objective is to provide as high a level of current income as is consistent with the preservation of capital and liquidity. -8- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Managed Income Fund - - Fidelity Managed Income Portfolio II Fund This fund is 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. The fund's objective is to preserve principal while earning interest income. Income Funds - - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund which normally invests in U.S. dollar-denominated investment-grade bonds while normally maintaining a dollar-weighted average maturity between three and ten years. The fund's objective is to provide a high level of current income. - - Fidelity Capital & Income Fund This fund is an unaffiliated registered investment company mutual fund that invests mainly in equity and debt securities, including defaulted securities, with an emphasis on lower-quality debt securities. The fund invests in companies in troubled or uncertain financial condition and in domestic and foreign issuers. The fund's objective is to provide current income and capital growth. - - Fidelity U.S. Bond Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in bonds included in the Lehman Brothers Aggregate Bond Index. The fund's objective is to provide investment results that correspond to the total returns of bonds in the Lehman Brothers Aggregate Bond Index. -9- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Growth and Income Funds - - Fidelity Spartan U.S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks included in the Standard and Poor's 500 Index (S&P 500) a widely recognized, unmanaged index of 500 U.S. common stocks. The fund's objective is to match the total return of the S&P 500. - - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund's objective is to provide reasonable income while considering the potential for capital appreciation. - - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks. The fund may also invest a portion of assets in bonds, including lower-quality debt securities. The fund seeks long-term capital growth. - - Fidelity Growth & Income Portfolio This fund is an unaffiliated registered investment company mutual fund that normally invests a majority of total assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation. The fund may also invest in bonds. The fund seeks high total return through a combination of current income and capital appreciation. - - Fidelity Equity Income II Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund seeks reasonable income and the potential for capital appreciation. - - Fidelity Real Estate Investment Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in equity securities of companies principally engaged in the real estate industry. The fund seeks above-average income and long-term capital growth consistent with reasonable risk. -10- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Balanced Funds - - Fidelity Balanced Fund - Fidelity Puritan Fund These funds are unaffiliated registered investment company mutual funds that invest in stocks and other equity securities and in bonds and other debt securities. The funds seek income and capital growth. Growth Funds - - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers that are expected to have above-average growth potential. The fund seeks capital appreciation. - - Fidelity OTC Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in securities traded on the over-the-counter (OTC) market. The fund seeks capital appreciation. - - Fidelity Capital Appreciation Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Blue Chip Growth Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of well-known and established companies. The fund invests in securities of domestic and foreign issuers. The fund seeks growth of capital over the long term. - - Fidelity Low-Priced Stock Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in low-priced common stocks. The fund seeks capital appreciation. -11- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - - Fidelity Small Cap Independence Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers with small market capitalizations. The fund seeks capital appreciation. - - Fidelity Value Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of companies that possess valuable fixed assets or that are believed to be undervalued in relation to the issuing company's assets, earnings, or growth potential. The fund seeks capital appreciation. International Funds - - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities. The fund invests primarily in common stocks and seeks long-term growth of capital. - - Fidelity Worldwide Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks issued anywhere in the world. The fund seeks growth of capital. - - Fidelity International Growth & Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities including common stocks with a focus on those that pay current dividends and have the potential for capital appreciation. The fund seeks capital growth and current income. -12- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Asset Allocation Funds - - Fidelity Freedom Income Fund - Fidelity Freedom 2020 Fund - - Fidelity Freedom 2000 Fund - Fidelity Freedom 2030 Fund - - Fidelity Freedom 2010 Fund - Fidelity Freedom 2040 Fund These funds are unaffiliated registered investment company mutual funds that 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 and short-term investments. 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. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such request is received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the fund for liquidity. In such case, the participant will receive the closing price for the units calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date's closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds. -13- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 and 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 unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000 a Plan participant's benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution from the Plan. A participant who continues to work past age 70 1/2 will receive a distribution upon termination of employment. Otherwise, distributions must generally be made as soon as practicable after the participant reaches the normal retirement age as defined above. 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. -14- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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. 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 (i) medical expenses as defined in section 213(d) of the IRC; (ii) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (iii) foreclosure on a primary residence; or (iv) costs directly related to the 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. 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 (i) 50% of a participant's before-tax and rollover account balances, or (ii) $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. -15- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 the IRC, 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. 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 Statements 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. -16- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Managed Income Fund for which distributions are based upon contract value and except for distributions from the UGI Common Stock Fund, to the extent not all shares are sold on the same date) as of the dates 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. -17- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 2001 and 2000 are as follows:
December 31, 2001 2000 ------------- ------------ Fidelity Cash Reserves Fund (shares -- 23,133,502 and 23,018,689, respectively) $23,133,502* $23,018,689* ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 17,771,595 and 16,856,844, respectively) 17,771,595* 16,856,844* ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 453,215 and 399,977, respectively) 4,677,179 4,015,779 ----------- ----------- Fidelity Capital and Income Fund (shares -- 77,789 and 93,023, respectively) 527,411 719,069 ----------- ----------- Fidelity U.S. Bond Index Fund (shares -- 80,824 and 34,425, respectively) 872,900 364,562 ----------- ----------- Fidelity Spartan U.S. Equity Index Fund (shares -- 126,390 and 116,363, respectively) 5,136,496 5,446,963 ----------- ----------- Fidelity Equity Income Fund (shares -- 506,008 and 491,110, respectively) 24,678,015* 26,240,050* ----------- ----------- Fidelity Fund (shares -- 167,447 and 160,328, respectively) 4,835,866 5,252,360 ----------- ----------- Fidelity Growth & Income Portfolio (shares -- 39,180 and 21,823, respectively) 1,464,558 918,760 ----------- ----------- Fidelity Equity Income II Fund (shares -- 15,891 and 8,476, respectively) 334,197 202,228 ----------- ----------- Fidelity Real Estate Investment Portfolio (shares -- 29,477 and 7,333, respectively) 545,917 135,662 ----------- ----------- Fidelity Balanced Fund (shares -- 93,193 and 60,323, respectively) 1,388,577 916,307 ----------- ----------- Fidelity Puritan Fund (shares -- 44,060 and 23,343, respectively) 778,539 439,561 ----------- ----------- Fidelity Magellan Fund (shares -- 368,759 and 372,045, respectively) 38,432,081* 44,384,922* ----------- ----------- Fidelity Growth Company Fund (shares -- 179,015 and 175,109, respectively) 9,527,204* 12,508,055* ----------- ----------- Fidelity OTC Portfolio (shares -- 49,603 and 48,968, respectively) 1,546,120 2,010,151 ----------- ----------- Fidelity Capital Appreciation Fund (shares -- 19,563 and 15,533, respectively) 402,023 345,299 ----------- ----------- Fidelity Blue Chip Growth Fund (shares -- 46,177 and 37,364, respectively) 1,982,833 1,925,372 ----------- ----------- Fidelity Low-Priced Stock Fund (shares -- 25,494 and 6,829, respectively) 699,032 157,875 ----------- ----------- Fidelity Small Cap Independence Fund (shares -- 12,584 and 12,358, respectively) 211,409 200,566 ----------- -----------
- 18 - AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, December 31, 2001 2000 ------------- ------------ Fidelity Value Fund (shares -- 13,366 and 4,048, respectively) 688,490 187,642 ------------ ------------ Fidelity Overseas Fund (shares -- 58,148 and 55,142, respectively) 1,594,409 1,895,245 ------------ ------------ Fidelity Worldwide Fund (shares -- 12,040 and 8,452, respectively) 176,507 132,107 ------------ ------------ Fidelity International Growth and Income Fund (shares -- 22,601 and 16,311, respectively) 423,998 370,589 ------------ ------------ Fidelity Freedom Income Fund (shares -- 14,648 and 11,402, respectively) 160,107 127,363 ------------ ------------ Fidelity Freedom 2000 Fund (shares -- 60,607 and 76,096, respectively) 698,192 898,694 ------------ ------------ Fidelity Freedom 2010 Fund (shares -- 196,799 and 171,334, respectively) 2,481,637 2,371,256 ------------ ------------ Fidelity Freedom 2020 Fund (shares -- 195,031 and 160,943, respectively) 2,453,486 2,343,324 ------------ ------------ Fidelity Freedom 2030 Fund (shares -- 92,388 and 63,972, respectively) 1,160,397 959,580 ------------ ------------ Fidelity Freedom 2040 Fund (shares -- 6,421 and 172, respectively) 47,450 1,505 ------------ ------------ UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 408,385 and 320,594, respectively) 5,251,830 3,468,822 Dividends receivable 71,054 52,552 ------------ ------------ 5,322,884 3,521,374 ------------ ------------ 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 $154,153,011 $158,867,753 ============ ============ Total trust investments - cost $154,407,290 $146,447,182 ============ ============
* - Investment represents five percent or more of net assets available for benefits. The net appreciation (depreciation) in fair value of investments during the years ended December 31, 2001 and 2000 by major investment category follows:
Year ended December 31, 2001 2000 ------------- ------------- Registered investment company mutual funds $(14,295,680) $(14,227,043) UGI Common Stock Fund 816,280 650,447 ------------ ------------ $(13,479,400) $(13,576,596) ============ ============
- 19 - AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 2001 Plan Year and 2000 Plan Year, the Plan purchased, at market prices, 19,523 and 19,662 shares of UGI Corporation Common Stock directly from UGI Corporation for $526,830 and $428,631, 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 at End of Year) 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, and on February 28, 2002 a new application was made to the Internal Revenue Service for an advance determination as to whether the Plan, as amended, meets the qualification requirements under Section 401(a) of the IRC. 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. 5. ACQUISITION OF COLUMBIA PROPANE On August 21, 2001, the Company, through its second-tier operating subsidiary, AmeriGas Propane, L.P., acquired the propane distribution businesses of Columbia Energy Group (Columbia Propane). The acquired businesses comprised the seventh largest retail marketer of propane in the United States. Employees of Columbia Propane who became employees of the Company received credit for service with Columbia Propane for vesting purposes. In addition, such employees, were offered the opportunity to elect a rollover of their eligible account balance in Columbia Savings Plan, including (through October 12, 2001) any loans outstanding, to the Plan. These rollovers are included in participants' rollover contributions on the 2001 Statement of Changes in Net Assets Available for Benefits. -20- AMERIGAS PROPANE, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001 ------------------------------------------------------------ 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) 23,133,502 shrs $23,133,502 $23,133,502 100.00% ----------- ----------- --------------- FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 17,771,595 shrs 17,771,595 17,771,595 100.00% ----------- ----------- --------------- FIDELITY INTERMEDIATE BOND FUND (3) 453,215 shrs 4,588,832 4,677,179 100.00% ----------- ----------- --------------- FIDELITY CAPITAL AND INCOME FUND (3) 77,789 shrs 672,309 527,411 100.00% ----------- ----------- --------------- FIDELITY U.S. BOND INDEX FUND (3) 80,824 shrs 862,183 872,900 100.00% ----------- ----------- --------------- FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 126,390 shrs 5,034,193 5,136,496 100.00% ----------- ----------- --------------- FIDELITY EQUITY INCOME FUND (1) (3) 506,008 shrs 22,812,984 24,678,015 100.00% ----------- ----------- --------------- FIDELITY FUND (3) 167,447 shrs 5,461,450 4,835,866 100.00% ----------- ----------- --------------- FIDELITY GROWTH & INCOME PORTFOLIO (3) 39,180 shrs 1,599,668 1,464,558 100.00% ----------- ----------- --------------- FIDELITY EQUITY INCOME II FUND (3) 15,891 shrs 388,828 334,197 100.00% ----------- ----------- --------------- FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 29,477 shrs 536,372 545,917 100.00% ----------- ----------- --------------- FIDELITY BALANCED FUND (3) 93,193 shrs 1,426,861 1,388,577 100.00% ----------- ----------- --------------- FIDELITY PURITAN FUND (3) 44,060 shrs 809,915 778,539 100.00% ----------- ----------- --------------- FIDELITY MAGELLAN FUND (1) (3) 368,759 shrs 36,028,383 38,432,081 100.00% ----------- ----------- --------------- FIDELITY GROWTH COMPANY FUND (1) (3) 179,015 shrs 11,281,230 9,527,204 100.00% ----------- ----------- --------------- FIDELITY OTC PORTFOLIO (3) 49,603 shrs 2,614,423 1,546,120 100.00% ----------- ----------- --------------- FIDELITY CAPITAL APPRECIATION FUND (3) 19,563 shrs 485,396 402,023 100.00% ----------- ----------- --------------- FIDELITY BLUE CHIP GROWTH FUND (3) 46,177 shrs 2,405,816 1,982,833 100.00% ----------- ----------- --------------- FIDELITY LOW-PRICED STOCK FUND (3) 25,494 shrs 630,060 699,032 100.00% ----------- ----------- --------------- FIDELITY SMALL CAP INDEPENDENCE FUND (3) 12,584 shrs 200,597 211,409 100.00% ----------- ----------- --------------- FIDELITY VALUE FUND (3) 13,366 shrs 630,874 688,490 100.00% ----------- ----------- --------------- FIDELITY OVERSEAS FUND (3) 58,148 shrs 2,115,845 1,594,409 100.00% ----------- ----------- ---------------
-21- AMERIGAS PROPANE, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued)
December 31, 2001 -------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- -------------- ------------ ------------- -------------- FIDELITY WORLDWIDE FUND (3) 12,040 shrs 202,332 176,507 100.00% ------------ ------------ --------------- FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 22,601 shrs 558,691 423,998 100.00% ------------ ------------ --------------- FIDELITY FREEDOM INCOME FUND (3) 14,648 shrs 163,965 160,107 100.00% ------------ ------------ --------------- FIDELITY FREEDOM 2000 FUND (3) 60,607 shrs 731,648 698,192 100.00% ------------ ------------ --------------- FIDELITY FREEDOM 2010 FUND (3) 196,799 shrs 2,716,420 2,481,637 100.00% ------------ ------------ --------------- FIDELITY FREEDOM 2020 FUND (3) 195,031 shrs 2,895,212 2,453,486 100.00% ------------ ------------ --------------- FIDELITY FREEDOM 2030 FUND (3) 92,388 shrs 1,382,638 1,160,397 100.00% ------------ ------------ --------------- FIDELITY FREEDOM 2040 FUND (3) 6,421 shrs 50,110 47,450 100.00% ------------ ------------ --------------- UGI COMMON STOCK FUND (3) UGI Corporation Unitized Stock Fund 408,385 units 4,143,904 5,251,830 98.67% Dividends receivable $ 71,054 71,054 71,054 1.33% ------------ ------------ --------------- 4,214,958 5,322,884 100.00% ------------ ------------ --------------- PARTICIPANT LOANS Loan principal outstanding (6.0% - 10.5%) (3) (4) -- 3,866,812 100.00% ------------ ------------ --------------- Total - all funds $154,407,290 $158,019,823 ============ ============ - --------------------------------------------------------------------------------------------------------------------
(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, 2001. -22- -----END PRIVACY-ENHANCED MESSAGE-----