-----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, LT032jx8W81F56uu4Ww2TjO5opXO+6hcJY1DBv0Z+aFyEybzg3x73t9zPn1DY+zn nOcHN6m2UrW9LiCvBvLtGA== 0000893220-05-001446.txt : 20050622 0000893220-05-001446.hdr.sgml : 20050622 20050622155746 ACCESSION NUMBER: 0000893220-05-001446 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI UTILITIES INC CENTRAL INDEX KEY: 0000100548 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 231174060 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01398 FILM NUMBER: 05910250 BUSINESS ADDRESS: STREET 1: 100 KACHEL BOULEVARD SUITE 400 STREET 2: GREEN HILLS CORPORATE CENTER CITY: VALLEY FORGE STATE: PA ZIP: 19607 BUSINESS PHONE: 6107963400 MAIL ADDRESS: STREET 1: P O BOX 858 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: UGI CORP DATE OF NAME CHANGE: 19920429 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAS IMPROVEMENT CO DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS GAS CO DATE OF NAME CHANGE: 19660830 10-K/A 1 w10238e10vkza.txt UGI UTILITIES, INC. FORM 10-K/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 Commission file number 1-1398 UGI UTILITIES, INC. (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS) Pennsylvania 23- 1174060 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
100 Kachel Boulevard, Suite 400, Green Hills Corporate Center Reading, PA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 796-3400 (REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2004 is filed to set forth Part III, Item 14, Principal Accounting Fees and Services, and to indicate that the registrant is not an accelerated filer (as defined in Rule 12b-2 of the Act). PART III ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The aggregate fees billed by PricewaterhouseCoopers LLP, the independent public accountants of UGI Utilities ("the Company"), in Fiscal Year 2004 and 2003 were as follows:
2004 2003 ---- ---- FEES % OF TOTAL FEES % OF TOTAL ---- ---------- ---- ---------- AUDIT FEES - $173,500 100% $173,100 79.7% For professional services rendered for (i) the audit of the annual financial statements, (ii) the reviews of the interim financial statements included in the Quarterly Reports on Form 10-Q, and (iii) comfort and consent letters. AUDIT-RELATED FEES - --- 16,350 7.5% For professional services rendered for audit of employee benefit plans. TAX FEES --- --- ALL OTHER FEES - --- 27,713 12.8% Compliance with Section 404 of Sarbanes-Oxley. -------- ---------- -------- --------- TOTAL FEES $173,500 100% $217,163 100%
In the course of its meetings, the Audit Committee considered whether the provision by PricewaterhouseCoopers of the professional services described in this section is compatible with PricewaterhouseCoopers' independence. The Committee concluded that the independent public accountants are independent from the Company and its management. 1 Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the Company's independent accountants. In recognition of this responsibility, the Audit Committee has a policy of pre-approving all audit and permissible non-audit services provided by the independent accountants. Prior to engagement of the Company's independent accountants for the next year's audit, management submits a list of services and related fees expected to be rendered during that year within each of the four categories of services noted above to the Audit Committee for approval. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a)(3) Exhibits 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. UGI Utilities, Inc. By: /s/ John C. Barney ----------------------------- John C. Barney Senior Vice President - Finance and Chief Financial Officer 2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
3 EX-31.1 2 w10238exv31w1.txt CERTIFICATION BY CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 CERTIFICATION I, David W. Trego, certify that: 1. I have reviewed this Amendment No.1 on Form 10-K/A to the annual report on Form 10- K for the fiscal year ended September 30, 2004 (as amended, the "annual report") of UGI Utilities, Inc. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 20, 2005 /s/ David W. Trego ------------------------------------- David W. Trego President and Chief Executive Officer of UGI Utilities, Inc. EX-31.2 3 w10238exv31w2.txt CERTIFICATION BY CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION I, John C. Barney, certify that: 1. I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10- K for the fiscal year ended September 30, 2004 (as amended, the "annual report") of UGI Utilities, Inc. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 20, 2005 /s/ John C. Barney ---------------------------------------------- John C. Barney Senior Vice President - Finance and Chief Financial Officer of UGI Utilities, Inc. -----END PRIVACY-ENHANCED MESSAGE-----