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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2668356
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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The undersigned registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the fiscal year ended September 30, 2001 to include Exhibit No.
18.
PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1), (2) The financial statements and financial statement
schedules incorporated by reference or included in this report
are listed in the accompanying Index to Financial Statements
and Financial Statement Schedules set forth on pages F-2
through F-3 of this report, which is incorporated herein by
reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this report are as follows
(exhibits incorporated by reference are set forth with the
name of the registrant, the type of report and registration
number or last date of the period for which it was filed, and
the exhibit number in such filing):
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
3.1 (Second) Amended and Restated Articles of UGI Amendment No. 1 on 3.(3)(a)
Incorporation of the Company Form 8 to Form 8-B
(4/10/92)
3.2 Bylaws of UGI as in effect since October 27, UGI Form 10-K (9/30/98) 3.2
1998
4 Instruments defining the rights of security holders,
including indentures. (The Company agrees to furnish to
the Commission upon request a copy of any instrument
defining the rights of holders of long-term debt not
required to be filed pursuant to Item 601(b)(4) of
Regulation S-K)
4.1 Rights Agreement, as amended as of August UGI Registration 4.3
18, 2000, between the Company and Mellon Statement No.
Bank, N.A., successor to Mellon Bank (East) 333-49080
N.A., as Rights Agent, and Assumption
Agreement dated April 7, 1992
4.2 The description of the Company's Common UGI Form 8-B/A 3.(4)
Stock contained in the Company's (4/17/96)
registration statement filed under the
Securities Exchange Act of 1934, as amended
4.3 UGI's (Second) Amended and Restated Articles
of Incorporation and Bylaws referred to in
3.1 and 3.2 above
4.4 Note Agreement dated as of April 12, 1995 AmeriGas Partners, Form 10-Q (3/31/95) 10.8
among The Prudential Insurance Company of L.P.
America, Metropolitan Life Insurance
Company, and certain other institutional
investors and AmeriGas Propane, L.P., New
AmeriGas Propane, Inc. and Petrolane
Incorporated
4.5 First Amendment dated as of September 12, AmeriGas Partners, Form 10-K (9/30/97) 4.5
1997 to Note Agreement dated as of April 12, L.P.
1995 ("1995 Note Agreement")
4.6 Second Amendment dated as of September 15, AmeriGas Partners, Form 10-K (9/30/98) 4.6
1998 to 1995 Note Agreement L.P.
4.7 Third Amendment dated as of March 23, 1999 AmeriGas Partners, Form 10-Q (3/31/99) 10.2
to 1995 Note Agreement L.P.
4.8 Fourth Amendment dated as of March 16, 2000 AmeriGas Partners, Form 10-Q (6/30/00) 10.2
to 1995 Note Agreement L.P.
4.9 Fifth Amendment dated as of August 1, AmeriGas Form 10-K 4.8
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
2001 to 1995 Note Agreement Partners, L.P. (9/30/01)
4.9 Second Amended and Restated Agreement of AmeriGas Partners, Form 8-K (9/30/00) 1
Limited Partnership of AmeriGas Partners, L.P.
L.P.
4.10 Amended and Restated Agreement of Limited AmeriGas Partners, Form 10-K (9/30/01) 3.8
Partnership of AmeriGas Eagle Propane, L.P. L.P.
dated July 19, 1999
10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K (9/30/95) 10.5
November 1, 1989 between Utilities and Columbia, as
modified pursuant to the orders of the Federal Energy
Regulatory Commission at Docket No. RS92-5-000 reported at
Columbia Gas Transmission Corp., 64 FERC Paragraph 61,060
(1993), order on rehearing, 64 FERC Paragraph 61,365 (1993)
10.2 Service Agreement (Rate FTS) dated June 1, Utilities Form 10-K (12/31/90) (10)o.
1987 between Utilities and Columbia, as
modified by Supplement No. 1 dated October
1, 1988; Supplement No. 2 dated November 1,
1989; Supplement No. 3 dated November 1,
1990; Supplement No. 4 dated November 1,
1990; and Supplement No. 5 dated January 1,
1991, as further modified pursuant to the
orders of the Federal Energy Regulatory
Commission at Docket No. RS92-5-000 reported
at Columbia Gas Transmission Corp., 64 FERC
Paragraph 61,060 (1993), order on rehearing, 64 FERC
Paragraph 61,365 (1993)
10.3 Transportation Service Agreement (Rate Utilities Form 10-K (12/31/90) (10)p.
FTS-1) dated November 1, 1989 between
Utilities and Columbia Gulf Transmission
Company, as modified pursuant to the orders
of the Federal Energy Regulatory Commission
in Docket No. RP93-6-000 reported at
Columbia Gulf Transmission Co., 64 FERC
Paragraph 61,060 (1993), order on rehearing, 64 FERC
Paragraph 61,365 (1993)
10.4 Amended and Restated Sublease Agreement UGI Form 10-K (9/30/94) 10.35
dated April 1, 1988 between Southwest Salt
Co. and AP Propane, Inc. (the "Southwest
Salt Co. Agreement")
10.5 Letter dated July 8, 1998 pursuant to UGI Form 10-K (9/30/99) 10.5
Article 1, Section 1.2 of the Southwest Salt
Co. Agreement re: option to renew for period
of June 1, 2000 to May 31, 2005 and related
extension notice
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
10.6** UGI Corporation Directors Deferred UGI Form 10-K (9/30/00) 10.6
Compensation Plan Amended and Restated as of
January 1, 2000
10.7** UGI Corporation 1992 Stock Option and UGI Form 10-Q (6/30/92) (10)ee
Dividend Equivalent Plan, as amended May 19,
1992
10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q (6/30/96) 10.4
March 8, 1996
10.9** UGI Corporation Directors' Equity UGI Form 10-K (9/30/00) 10.9
Compensation Plan Amended and Restated as of
January 1, 2000
10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q (3/31/97) 10.2
Dividend Equivalent Plan
10.11** UGI Corporation 1992 Directors' Stock Plan UGI Form 10-Q (6/30/92) (10)ff
10.12** UGI Corporation Senior Executive Employee UGI Form 10-K (9/30/97) 10.12
Severance Pay Plan effective January 1, 1997
10.13** UGI Corporation 2000 Directors' Stock Option UGI Form 10-K (9/30/99) 10.13
Plan
10.14** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q (6/30/00) 10.1
10.15** 1997 Stock Purchase Loan Plan UGI Form 10-K (9/30/97) 10.16
10.16** UGI Corporation Supplemental Executive UGI Form 10-Q (6/30/98) 10
Retirement Plan Amended and Restated
effective October 1, 1996
10.17** Summary of Terms of UGI Corporation 1999 UGI Form 10-Q (6/30/99) 10
Restricted Stock Awards
10.18 Amended and Restated Credit Agreement dated AmeriGas Partners, Form 10-K (9/30/97) 10.1
as of September 15, 1997 among AmeriGas L.P.
Propane, L.P., AmeriGas Propane, Inc.,
Petrolane Incorporated, Bank of America
National Trust and Savings Association, as
Agent, First Union National Bank, as
Syndication Agent and certain banks
10.19 First Amendment dated as of September 15, AmeriGas Partners, Form 10-K (9/30/98) 10.2
1998 to Amended and Restated Credit Agreement L.P.
10.20 Second Amendment dated as of March 25, AmeriGas Form 10-Q 10.1
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
1999 to Amended and Restated Credit Agreement Partners, L.P. (3/31/99)
10.21 Third Amendment dated as of March 22, 2000 AmeriGas Partners, Form 10-Q (6/30/00) 10.3
to Amended and Restated Credit Agreement L.P.
10.22 Fourth Amendment dated as of June 6, 2000 to AmeriGas Partners, Form 10-Q (6/30/00) 10.4
Amended and Restated Credit Agreement L.P.
10.22(a) Fifth Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.6
Amended and Restated Credit Agreement L.P.
10.23 Intercreditor and Agency Agreement dated as AmeriGas Partners, Form 10-Q (3/31/95) 10.2
of April 19, 1995 among AmeriGas Propane, L.P.
Inc., Petrolane Incorporated, AmeriGas
Propane, L.P., Bank of America National
Trust and Savings Association ("Bank of
America") as Agent, Mellon Bank, N.A. as
Cash Collateral Sub-Agent, Bank of America
as Collateral Agent and certain creditors of
AmeriGas Propane, L.P.
10.23(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.8
Intercreditor and Agency Agreement dated as L.P.
of April 19, 1995
10.24 General Security Agreement dated as of April AmeriGas Partners, Form 10-Q (3/31/95) 10.3
19, 1995 among AmeriGas Propane, L.P., Bank L.P.
of America National Trust and Savings
Association and Mellon Bank, N.A.
10.24(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.10
General Security Agreement dated as of April L.P.
19, 1995
10.25 Subsidiary Security Agreement dated as of AmeriGas Partners, Form 10-Q (3/31/95) 10.4
April 19, 1995 among AmeriGas Propane, L.P., L.P.
Bank of America National Trust and Savings
Association as Collateral Agent and Mellon
Bank, N.A. as Cash Collateral Agent
10.25(a) First Amendment dated as of July 31, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.12
Subsidiary Security Agreement dated as of L.P.
April 19, 1995
10.26 Restricted Subsidiary Guarantee dated as of AmeriGas Partners, Form 10-Q (3/31/95) 10.5
April 19, 1995 by AmeriGas Propane, L.P. for L.P.
the benefit of Bank of America National
Trust and Savings Association, as Collateral
Agent
10.27 Trademark License Agreement dated April 19, AmeriGas Partners, Form 10-Q (3/31/95) 10.6
1995 among UGI Corporation, AmeriGas, Inc., L.P.
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
Propane, L.P.
10.28 Trademark License Agreement, dated April 19, AmeriGas Partners, Form 10-Q (3/31/95) 10.7
1995 among AmeriGas Propane, Inc., AmeriGas L.P.
Partners, L.P. and AmeriGas Propane, L.P.
10.29 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration 10.16(a)
as amended and restated July 31, 1989, Incorporated/ Statement No.
between Texas Eastern Corporation and QFB AmeriGas, Inc. 33-69450
Partners
10.30 Pledge Agreement dated September 1999 UGI Form 10-K (9/30/99) 10.28
between Eastfield International Holdings,
Inc. and Reiffeisen Zentralbank Osterreich
Aktiengesellschaft ("RZB")
10.31 Pledge Agreement dated September 1999 UGI Form 10-K (9/30/99) 10.29
between EuroGas Holdings, Inc. and RZB
10.32 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/99) 10.30
1999 between UGI Corporation and RZB
relating to loan amount of EURO 74 million
10.33 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/00) 10.33
2000 between UGI Corporation and RZB
relating to loan amount of EURO 14.9 million
10.34 Form of Guarantee Agreement dated September UGI Form 10-K (9/30/00) 10.34
2000 between UGI Corporation and RZB
relating to loan amount of EURO 9 million
*10.34(a) Amendments dated October 11, 2001 to
September 1999 Guarantee Agreements between
UGI Corporation and RZB
10.35** Description of Change of Control UGI Form 10-K (9/30/99) 10.33
arrangements for Messrs. Greenberg, Bovaird
and Mendicino
10.36** Description of Change of Control arrangement UGI Form 10-K (9/30/99) 10.34
for Mr. Chaney
10.37** Description of Change of Control arrangement AmeriGas Partners, Form 10-K (9/30/99) 10.31
for Mr. Bissell L.P.
10.38** Consulting Services Agreement dated as of UGI Form 10-K (9/30/00) 10.38
August 1, 2000 between Stephen D. Ban and
UGI Corporation
10.39** 1992 Non-Qualified Stock Option Plan, as UGI Form 10-K (9/30/00) 10.39
amended
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
10.40 Service Agreement for comprehensive delivery UGI Form 10-K (9/30/00) 10.40
service (Rate CDS) dated February 23, 1998
between UGI Utilities, Inc. and Texas
Eastern Transmission Corporation
10.41 Service Agreement for comprehensive delivery UGI Form 10-K (9/30/00) 10.41
service (Rate CDS) dated February 23, 1999
between UGI Utilities, Inc. and Texas
Eastern Transmission Corporation
10.42 Purchase Agreement dated January 30, 2001 AmeriGas Partners, Form 8-K (8/8/01) 10.1
and Amended and Restated on August 7, 2001 L.P.
by and among Columbia Energy Group, Columbia
Propane Corporation, Columbia Propane, L.P.,
CP Holdings, Inc., AmeriGas Propane, L.P.,
AmeriGas Partners, L.P., and AmeriGas
Propane, Inc.
10.43 Partnership Agreement of Hunlock Creek Utilities Form 10-K (9/30/01) 10.24
Energy Ventures dated December 8, 2001 by
and between UGI Hunlock Development Company
and Allegheny Energy Supply Hunlock Creek LLC
10.44 Agreement by Petrolane Incorporated and Petrolane Form 10-K (9/23/94) 10.13
certain of its subsidiaries party thereto Incorporated
("Subsidiaries") for the Sale of the
Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H.,
Inc., as Purchaser, dated as of December 18.
1985
10.45 Purchase Agreement by and among Columbia National Propane Form 8-K (4/19/99) 10.5
Propane, L.P., CP Holdings, Inc., Columbia Partners, L.P.
Propane Corporation, National Propane
Partners, L.P., National Propane
Corporation, National Propane SPG, Inc., and
Triarc Companies, Inc. dated as of April 5,
1999
10.46 Capital Contribution Agreement dated as of AmeriGas Partners, Form 8-K (8/21/01) 10.2
August 21, 2001 by and between Columbia L.P.
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings,
Inc.
10.47 Promissory Note by National Propane L.P., a AmeriGas Partners, Form 10-K (9/30/01) 10.39
Delaware limited partnership in favor of L.P.
Columbia Propane Corporation dated July 19,
1999
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
10.48 Loan Agreement dated July 19, 1999, between AmeriGas Partners, Form 10-K (9/30/01) 10.40
National Propane, L.P. and Columbia Propane L.P.
Corporation
10.49 First Amendment dated August 21, 2001 to AmeriGas Partners, Form 10-K (9/30/01) 10.41
Loan Agreement dated July 19, 1999 between L.P.
National Propane, L.P. and Columbia Propane
Corporation
10.50 Columbia Energy Group Payment Guaranty dated AmeriGas Partners, Form 10-K (9/30/01) 10.42
April 5, 1999 L.P.
10.51 Keep Well Agreement by and between AmeriGas AmeriGas Partners, Form 10-K (9/30/01) 10.46
Propane, L.P. and Columbia Propane L.P.
Corporation dated August 21, 2001
10.52 Management Services Agreement effective as AmeriGas Partners, Form 10-K (9/30/01) 10.47
of August 21, 2001 between AmeriGas Propane, L.P.
Inc. and AmeriGas Eagle Holdings, Inc., the
general partner of AmeriGas Eagle Propane,
L.P.
*13 Pages 13 through 47 of the 2001 Annual
Report to Shareholders
18 Letter of Arthur Andersen LLP regarding UGI Form 10-Q (12/31/00) 18
change in accounting principles
*21 Subsidiaries of the Registrant
*23 Consent of Arthur Andersen LLP
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a
compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K:
The Company filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal year 2001:
Date Item Number(s) Content
7/23/01 5 Advance notice of Webcast of regular earnings conference
call
8/21/01 2,7 Acquisition of the propane distribution businesses of
Columbia Propane Corporation
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UGI CORPORATION
Date: June 17 , 2002 By: Anthony J. Mendicino
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Anthony J. Mendicino
Vice President - Finance
and Chief Financial Officer
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