0001021408-01-509099.txt : 20011101 0001021408-01-509099.hdr.sgml : 20011101 ACCESSION NUMBER: 0001021408-01-509099 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@404c8933 FILED AS OF DATE: 20011031 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72540 FILM NUMBER: 1771742 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: CONSUMERS GAS CO DATE OF NAME CHANGE: 19660830 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 S-3 1 ds3.txt FORM S-3 As filed with the Securities and Exchange Commission on October 31, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ UGI Utilities, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 23-1174060 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 100 Kachel Boulevard, Suite 400 Green Hills Corporate Center Reading, PA 19607 (610) 796-3400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Brendan P. Bovaird, Esq. Vice President and General Counsel UGI Utilities, Inc. 460 North Gulph Road King of Prussia, PA 19406 (610) 337-1000 (Name, address, including zip code, and telephone number including area code, of agent for service) with copy to: Linda L. Griggs, Esq. Thomas P. Conaghan, Esq. Morgan, Lewis & Bockius LLP 1800 M Street, N.W. Washington, D.C. 20036 (202) 467-7245 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] __________________ CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------- Title of Each Class Proposed Maximum Proposed Maximum Amount of of Securities to Amount to be Offering Price Per Aggregate Offering Registration be Registered Registered Unit (1) Price (1)(2) Fee ----------------------------------------------------------------------------------------------------------- Debt Securities..... $123,000,000 100% $123,000,000 $30,750 ----------------------------------------------------------------------------------------------------------- Debt Securities..... $ 2,000,000(3) 100%(3) $ 2,000,000(2)(3) (3) -----------------------------------------------------------------------------------------------------------
_______________ /(1)/ Estimated solely for the purpose of determining the registration fee. /(2)/ In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $125,000,000. If any such securities are issued at an original issue discount, then the aggregate initial offering price as so discounted shall not exceed $125,000,000, notwithstanding that the stated principal amount of such securities may exceed such amount. /(3)/ Pursuant to Rule 429(b), this Registration Statement includes $2,000,000 in Debt Securities previously registered on the Registration Statement on Form S-3 (File No. 333-4288), originally filed on May 7, 1996. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale of these securities is not permitted. Subject to completion, dated October 31, 2001 PROSPECTUS $125,000,000 Insert Logo of UGI Utilities, Inc. Debt Securities ___________________ This prospectus contains summaries of the general terms of these debt securities. We will provide the specific terms of these debt securities in supplements to this prospectus. You should read this prospectus and the prospectus supplements carefully before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these debt securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2001 1 Table of Contents
Page About this Prospectus..................................................... 3 Where You Can Find More Information....................................... 3 About UGI Utilities, Inc.................................................. 5 Ratio of Earnings to Fixed Charges........................................ 5 Use of Proceeds........................................................... 5 Description of Debt Securities............................................ 5 Form, Exchange, Registration, Transfer and Payment...................... 7 Global Securities....................................................... 7 Restrictive Indenture Provisions........................................ 9 Events of Default....................................................... 11 Modification of the Indenture........................................... 12 Consolidation, Merger, Sale or Conveyance............................... 13 Satisfaction and Discharge................................................ 13 Governing Law............................................................. 13 Regarding the Trustee..................................................... 14 Plan of Distribution...................................................... 14 Experts................................................................... 15 Legal Opinion............................................................. 15
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the debt securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. 2 About this Prospectus This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. Under this shelf process, we may sell any of the types of debt securities described in this prospectus, including debentures, notes and/or other unsecured indebtedness, in one or more offerings in a dollar amount of up to $125,000,000. This prospectus provides you with a general description of the debt securities that we may offer. We provide information to you about the debt securities in three documents that progressively provide more detail: 1. This Prospectus. Contains general information that may or may not apply to each offering of debt securities. 2. The Prospectus Supplement. Will contain more specific information than this prospectus and may also add, update or change information contained in this prospectus. To the extent information differs from this prospectus, you should rely on the different information in the prospectus supplement. 3. The Pricing Supplement. If applicable, will provide final details about a specific offering and the terms of the offered debt securities, including their price. To the extent information differs from this prospectus or the prospectus supplement, you should rely on the different information in the pricing supplement. You should read this prospectus, any prospectus supplement and any pricing supplement together with any additional information described under the heading Where You Can Find More Information to learn about us. Where You Can Find More Information This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains additional information about us and the debt securities. In addition, we file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC's website at http://www.sec.gov. You may also read and, for a fee, copy any document that we file with the SEC at the SEC's public reference rooms at: . Room 1024 450 Fifth Street, N.W. Washington, D.C. 20549 . SEC Northeast Regional Office 233 Broadway New York, New York 10279 3 . Citicorp Center Suite 1400 500 West Madison Avenue Chicago, Illinois 60661 Please call the SEC at 1-800-SEC-0330 for further information on the operation of these public reference rooms. This prospectus does not repeat important information that you can find elsewhere in the registration statement and in the reports and other documents that we file with the SEC under the Securities Exchange Act of 1934. The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede that information. We incorporate by reference the documents listed below, and all future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the debt securities: . annual report on Form 10-K for the year ended September 30, 2000, and . quarterly reports on Form 10-Q for the quarters ended June 30, 2001, March 31, 2001 and December 31, 2000. We are not required to, and do not, provide annual reports to holders of our debt securities unless specifically requested by a holder. You may request a copy of our SEC filings at no cost by writing or telephoning us at the following address: Vice President and General Counsel UGI Utilities, Inc. 100 Kachel Boulevard Green Hills Corporate Center Suite 400 Reading, PA 19607 (610) 796-3400 You should rely only on the information that we incorporate by reference or provide in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these debt securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of these documents. 4 About UGI Utilities, Inc. We are a public utility company that owns and operates . a natural gas distribution utility serving 14 counties in eastern and southeastern Pennsylvania, and . an electric utility serving parts of Luzerne and Wyoming counties in northeastern Pennsylvania. In response to state deregulation legislation, effective October 1, 1999, we transferred our electric generation assets to our non-utility subsidiary, UGI Development Company. UGI Development Company contributed certain of its generation assets to a joint venture with a subsidiary of Allegheny Energy, Inc. in December 2000. We are a wholly owned subsidiary of UGI Corporation. We were incorporated in Pennsylvania in 1925 as the successor to a business founded in 1882. We are subject to regulation by the Pennsylvania Public Utility Commission. Our executive offices are located at 100 Kachel Boulevard, Suite 400, Green Hills Corporate Center, Reading, Pennsylvania 19607, and our telephone number is (610) 796-3400. Ratio of Earnings to Fixed Charges
Nine Months Ended June 30, Year Ended September 30, ------------- -------------------------------------------- Ratio of Earnings to Fixed Charges 2001 2000 2000 1999 1998 1997 1996 6.04 6.51 5.21 4.30 3.96 4.35 4.42
For purposes of this computation, "earnings" means pretax income from continuing operations plus (i) interest (excluding capitalized interest) and amortization of debt expense and (ii) the portion of operating rental expense that management believes is representative of the interest component of rent expense. "Fixed charges" means the sum of (i) and (ii) above, including capitalized interest. Use of Proceeds Unless we state otherwise in the applicable prospectus supplement, the net proceeds from any sale of debt securities will be used for general corporate purposes, which may include refinancings of indebtedness, working capital, capital expenditures, and repurchases and redemptions of securities. Description of Debt Securities We will issue the debt securities under an indenture dated as of August 1, 1993, between us and First Union National Bank, formerly known as First Fidelity Bank, National Association, as the trustee. 5 We summarize selected provisions of the indenture below and refer you directly to the sections in the indenture where these provisions may be found. Because this is only a summary, it is not complete and does not describe every aspect of the debt securities. This summary is also subject to and qualified by reference to the description of the particular terms of the series of the debt securities that we offer to you and describe in the applicable prospectus supplement. You should read the indenture for provisions that may be important to you but which are not included in this summary. General We will issue the debt securities from time to time in one or more series. A prospectus supplement or a pricing supplement will describe the terms of a particular series and specify the aggregate principal amount of each series. The debt securities will be our direct unsecured obligations and will rank equally with our other unsecured debt. The indenture does not limit the amount of debt securities that we may issue under it. Provisions Applicable to a Particular Series The prospectus supplement or pricing supplement for a particular series of debt securities being offered will describe the specific terms related to the offering, including the price or prices at which the debt securities to be offered will be issued. These terms may include some or all of the following: . the title of the series; . the total principal amount of the debt securities of the series; . the date or dates on which the principal is payable; . the interest rate or rates, if any, or the method for determining the rate or rates, and the date or dates from which interest will accrue; . the date or dates from which interest will accrue, the interest payment dates and the record date for the interest payable on each interest payment date; . the place or places where interest, principal and any premium payments will be made; . whether we have the option to redeem the debt securities and, if so, the terms of our redemption option; . any obligation that we have to redeem the debt securities by way of payment to a sinking fund; . any obligation that we have to repurchase the debt securities at the holder's option; . the portion of the principal payable upon acceleration of maturity, or provable in bankruptcy, if other than the entire principal; 6 . whether the debt securities will be represented by a global security, as discussed in the section below entitled Global Securities; and . any other additional or different terms of the debt securities. We will issue the debt securities in denominations of $1,000 and any integral multiples of $1,000, unless we state otherwise in the applicable prospectus supplement. (Section 2.7.) We may offer and sell the debt securities at a discount below their principal amount. The applicable prospectus supplement will describe special United States federal income tax and any other considerations applicable to those debt securities. We need not issue all of the debt securities of a particular series at the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series. Form, Exchange, Registration, Transfer and Payment We will issue the debt securities in registered form, unless we state otherwise in the prospectus supplement. (Section 2.7.) We will pay the principal of and interest on the debt securities at our agent's offices in Philadelphia, Pennsylvania or at any of our offices that we designate. You may exchange or transfer the debt securities at the same offices. (Section 3.2.) If you hold debt securities registered in definitive form with an aggregate principal amount equal to or greater than $1,000,000, you may instruct us in writing to direct our paying agent to pay the principal and accrued interest of such debt securities directly to your account at any United States bank, as long as such written instructions are received no less than 15 days prior to a scheduled interest payment date and as long as the United States bank is equipped to receive such a direct deposit. (Section 3.1.) You may transfer or exchange debt securities without a service charge. We may, however, require a payment to cover any applicable tax or governmental charge. (Section 2.8.) If we have transferred funds to our paying agent to make scheduled principal or interest payments in respect of any of the debt securities, and you do not claim such principal or interest payment within three years, we may reclaim such funds and you will have to look to us, and not the paying agent, for payment. (Section 9.4.) Global Securities We may issue some or all of the debt securities of a particular series in the form of one or more global certificates registered in the name of a securities depositary or its nominee identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary, as identified in the applicable prospectus supplement. Except with respect to transfers of the global security as a whole between the depositary and its nominee or between the depositary and a successor depositary, a global security may not be 7 transferred or exchanged unless and until it is exchanged in whole or in part for debt securities in definitive form. (Sections 2.4 and 2.8.) As long as the securities depositary or its nominee is the registered holder of a global security representing a series of the debt securities, that person will be considered the sole owner and holder of the global security and the debt securities, or series of debt securities, that it represents for all purposes. (Sections 2.4 and 2.8.) Unless we otherwise state in an applicable prospectus supplement, if you have a beneficial interest in a global security: . you may not have the global security, or any debt securities that it represents, registered in your name; . you may not receive or be entitled to receive physical delivery of certificated debt securities in exchange for your beneficial interest in the global security; and . you will not be considered the holder of the global security, or any debt securities it represents, for any purpose under the indenture. We will make all payments of principal and interest on a global security to the securities depositary or its nominee as the holder of the global security. The laws of some jurisdictions require that certain purchasers of securities, for example, insurance companies, take physical delivery of securities in definitive form. These laws may impair your ability to transfer beneficial interests in a global security. The only persons that may own beneficial interests in a global security are institutions having accounts with the securities depositary or its nominee, which are called "participants" in this discussion, and persons that hold beneficial interests through participants. When a global security representing debt securities is issued, the securities depositary will credit to the accounts of the participants that we, or the particular underwriters of the offering, identify for the securities depositary on the depositary's book-entry, registration and transfer system the respective principal amounts of debt securities that the global security represents. Ownership of beneficial interests in a global security will be shown only, and the transfer of those ownership interests will be effected only through, records maintained by: . the securities depositary, with respect to a participant's direct holdings; and . the applicable participants with respect to beneficial interests that the participants hold on behalf of other persons. Accordingly, if you hold a beneficial interest in debt securities through a participant, you must look to the participant to receive any payments in respect of principal of or interest on the debt securities and must follow the participant's own procedures to exercise your own rights under the indenture. We will describe the specific terms of any depositary agreement in the applicable prospectus supplement. 8 Restrictive Indenture Provisions Limitation on Mortgages Under the indenture, if we, or any of our subsidiaries, incur or guarantee debt that is secured by any of our or our subsidiary's property, we must secure the debt securities at least equally and ratably with such secured debt. This requirement does not apply, however, if the total amount of our debt that is secured by property does not exceed 10% of our consolidated net tangible assets. (Section 3.10.) This restriction on the incurrence or guarantee of debt secured by a mortgage does not apply to the following types of mortgages: . mortgages of a subsidiary that existed at the time it became our subsidiary; . mortgages that existed at the time of an acquisition of property or that were created in connection with an acquisition, for example, mortgages created to secure the purchase price in the acquisition; . construction mortgages which are entered into within certain time periods; . mortgages in our favor or in favor of one of our subsidiaries; . mortgages existing at the date that any then outstanding debt securities were issued; . mortgages existing on any property at the time that we or one of our subsidiaries acquired it in connection with a merger, consolidation, lease, acquisition or other transaction; . mortgages in favor of governmental bodies to secure payments pursuant to any contract or statute; and . any extensions, renewals or replacements of any of these categories of mortgages. (Section 3.10.) In determining whether the amount of debt secured by mortgages does not exceed 10% of our consolidated net tangible assets, the aggregate amount of debt secured by mortgages should not include the mortgages listed above. (Section 3.10.) In calculating our consolidated net tangible assets, the following items should be subtracted from our total consolidated assets using our most recent consolidated balance sheet: . applicable reserves and other properly deductible items; . current liabilities, except the current portion of long-term liabilities and liabilities under capital leases; and . various intangible assets. (Section 1.1.) 9 Limitations on Sale and Leaseback Transactions The indenture prohibits us and any of our subsidiaries from selling or transferring property with the intention of leasing it back. However, this restriction does not apply in the following situations: . if the lease period is for a term of not more than three years at the end of which the use will be discontinued; . if the sale and leaseback transaction is between us and one of our subsidiaries or between subsidiaries; . if we or our subsidiary would be entitled under the limitation on mortgages provisions described above, without triggering an obligation on our part under those provisions to then equally and ratably secure the debt securities, to incur indebtedness secured by a mortgage on the property involved in the sale and leaseback transaction in an amount at least equal to the amount of attributable debt, which is an amount equal to the lesser of . the fair market value of the property, as determined by our board, and . the present value of the total net amount of the rent payable by us under the lease of the property, discounted at the rate of interest set forth or implicit in the terms of the lease, or, if not practicable to determine such rate, the weighted average interest rate per annum paid by us to the holders of debt securities then outstanding compounded semi-annually; . if, in the opinion of our board, the proceeds of the sale of the property in the sale and leaseback transaction are determined to represent the fair market value of such property, and we apply an amount of such proceeds equal to the greater of the net proceeds of the sale or the amount of attributable debt, as defined above, within 180 days of the sale, to either or both of . the retirement of our or one of our subsidiary's debt that matures more than 12 months after its creation, other than pursuant to a mandatory retirement or prepayment of debt obligation and other than debt that is subordinate to the debt securities or owed to us or a subsidiary, or . the purchase, construction or development of comparable property; or . if the sale and leaseback transaction is entered into within 60 days of our or our subsidiary's initial acquisition of the property. (Section 3.11.) 10 Events of Default Under the indenture, it is an event of default if: . we fail to pay any interest on any debt securities within 10 days of a scheduled interest payment date; . we fail to pay all or a portion of the principal on any of the debt securities when due and payable; . we fail to make any required sinking fund payment in respect of any debt securities when due and payable; . we fail to perform any other covenant or agreement applicable to the debt securities within 30 days after we receive written notice of that failure; . we or one of our significant subsidiaries is involved in certain types of events involving bankruptcy, insolvency or reorganization; . there is an event of default under any of our other instruments of indebtedness under which we had outstanding as of August 1, 1993, or at any time thereafter, an aggregate principal amount of $10,000,000 or greater, if such event of default involves a failure to pay all or a portion of the principal amount of such indebtedness when due and payable, or the maturity of such indebtedness is accelerated and such acceleration is not rescinded or annulled within 10 days after notice of such acceleration is given to us, provided that such event of default has not been remedied or cured by us or waived by the holders of such indebtedness; or . there is any other event of default under the terms of the debt securities. Under certain circumstances, the trustee need not provide notice to the holders of the debt securities that an event of default has taken place. (Section 4.1.) Remedies if an Event of Default Occurs If an event of default occurs, other than an event of default involving bankruptcy, insolvency or reorganization, either the trustee or the holders of at least 25% in total principal amount of the debt securities of the relevant series may declare the entire principal amount of such series due and payable immediately. (Section 4.1.) If an event of default involving our failure to perform a covenant or agreement under the indenture occurs, and if such failure is with respect to all of the series of the debt securities outstanding at that time, then either the trustee or the holders of at least 25% in total principal amount of the debt securities may declare the entire principal amount of all of the debt securities due and payable immediately, if such event of default is continuing at the time the trustee or the holders make such declaration. (Section 4.1.) 11 If an event of default occurs due to an event involving bankruptcy, insolvency or reorganization, the total principal amount of all of the outstanding debt securities will automatically be due and payable immediately, without notice to us. (Section 4.1.) Under various circumstances, the declaration of an event of default under the indenture may be overturned by the holders of a majority in principal amount of the debt securities of all affected series outstanding at that time. (Section 4.10.) The holders of a majority in principal amount of the debt securities of any particular series outstanding have, with various exceptions, the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee with respect to the debt securities of that series. The trustee is under no obligation to exercise any of its rights or powers at the request or direction of the holders of the debt securities, however, unless those holders have offered the trustee reasonable indemnity against the expenses and liabilities that it might incur as a result. (Sections 4.9 and 5.2.) Except for actions for the payment of overdue principal or interest, under the indenture a holder may not institute an action against us unless . the holder shall have previously given to the trustee written notice of default and continuation of such default; or . the holders of not less than 25% in principal amount of the debt securities of the series outstanding at that time shall have requested the trustee to institute such action and shall have offered the trustee reasonable indemnity, and the holders of a majority of the principal amount of the debt securities of each affected series shall not have given the trustee contrary instructions; and . the trustee shall not have instituted such action within 60 days of such request. (Sections 4.6 and 4.7.) Modification of the Indenture Under the indenture, in order to change our rights and obligations or the rights of any holders of debt securities, the holders of a majority in principal amount of the debt securities of all series affected by such change, voting as one class, must consent to the change. However, we may not make any of the following changes unless each holder of debt securities affected by such change gives his or her specific consent: . extend the final maturity date of any of the debt securities; . reduce the principal amount of any of the debt securities; . reduce the interest rate on the debt securities or extend the interest payment date of any of the debt securities; . reduce the amount payable to the holders of any debt securities on redemption of such debt securities; 12 . reduce the amount of principal that would be payable to the holders of the debt securities upon acceleration under the indenture; . impair or affect any holder's right to institute suit for payment; . impair or affect any holder's right to repayment; or . reduce the percentage of principal amount held by holders required to modify other terms of the indenture from 51%. (Section 7.2.) Consolidation, Merger, Sale or Conveyance We may not merge or consolidate with any other corporation, or sell or convey all or substantially all of our assets to any person, unless: . we are the surviving corporation, or . the successor corporation or the corporation that acquires our assets is incorporated in the United States, executes a supplemental indenture expressly assuming our obligation to make punctual payments of principal of and interest on all of the debt securities, according to the applicable interest rate under each series of debt securities, and expressly assumes all of our other obligations under the indenture. We also may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets to any person if, immediately after such merger, consolidation, sale or conveyance, we or the successor corporation, as the case may be, would be in default of performance obligations under any covenant or condition contained in the indenture. (Section 8.1.) Satisfaction and Discharge Under the indenture, we may terminate certain of our obligations with respect to any series of debt securities by irrevocably depositing in trust with the trustee, on or within one year prior to the maturity or redemption date of such debt securities, cash sufficient to pay the principal of and interest, if any, due and to become due on, such debt securities and any other sums payable to the holders of such debt securities. (Section 9.1.) Governing Law The indenture and the debt securities are governed by the laws of the State of New York. (Section 10.8.) 13 Regarding the Trustee First Union National Bank is the trustee under the indenture and serves as our registrar and disbursing agent for two prior series of medium term notes and another series of long-term debt. We and First Union National Bank are also parties to a Revolving Loan Agreement which permits us to borrow up to $32,000,000. The total amount of indebtedness outstanding under the Revolving Loan Agreement as of October 15, 2001 was $32,000,000. First Union National Bank also acts as a depository for our funds and from time to time makes loans to our affiliates. Certain affiliates of the trustee engage in transactions with and perform services for us and our affiliates in the ordinary course of business. Plan of Distribution We may sell the debt securities: . to or through underwriters or dealers; or . directly to one or more purchasers; or . through agents; or . a combination of the above. The prospectus supplement or the pricing supplement will describe the details of the plan of distribution, including the offering price, our proceeds from the sale and the names of the underwriters, dealers or agents and their commissions, fees or discounts. In connection with the sale of the debt securities, underwriters, dealers or agents may receive compensation from us or from purchasers in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the debt securities may be underwriters as defined in the Securities Act of 1933. Any discounts or commissions they receive from us and any profits they receive on the resale of the debt securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify any underwriters, dealers or agents and describe their compensation in the prospectus supplement. We may have agreements with the underwriters and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Underwriters, dealers, and agents may engage in transactions with, or perform services for, us in the ordinary course of business. This may include commercial banking and investment banking transactions. The underwriters may resell the debt securities in one or more transactions, including negotiated transactions. These sales will be made at a fixed public offering price or at varying prices determined at the time of the sale. We may offer the debt securities to the public through an underwriting syndicate or through a single underwriter. 14 Unless the prospectus supplement states otherwise, the obligations of the underwriters to purchase the debt securities will be subject to certain conditions. The underwriters will be obligated to purchase all of the debt securities of the series offered if any of the debt securities are purchased, unless the prospectus supplement states otherwise. We may change from time to time any initial public offering price and any discounts or concessions allowed, re-allowed or paid to dealers. If we designate agents to sell the debt securities, they will agree to use their best efforts to solicit purchases for the period of their appointment. We may choose to sell the debt securities directly. In this case, no underwriters, dealers or agents would be involved. We may authorize underwriters, dealers or agents to solicit certain institutional investors to purchase debt securities on a delayed delivery basis, which provides for payment and delivery on a specified future date. The prospectus supplement will provide the details of any such arrangement, including the offering price and commissions payable on the solicitations. We will only enter into these delayed delivery contracts with institutional purchasers that we approve. Such institutions may include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The underwriters, dealers or agents will have no responsibility to assure the validity or performance of these contracts. Experts The financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. Legal Opinion Morgan, Lewis & Bockius LLP will issue an opinion about the legality of the debt securities on our behalf. Any underwriters will be advised about the legality of the debt securities by their own legal counsel. 15 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution.* Filing fee for registration statement.................... $ 30,750 Pennsylvania Public Utility Commission filing fee........ 350 Rating agencies' fees.................................... 20,000 Legal fees and expenses.................................. 210,000 Accounting fees and expenses............................. 40,000 Trustee's fees and expenses.............................. 10,000 Printing................................................. 25,000 Blue sky fees and expenses............................... 5,000 Miscellaneous............................................ 8,900 -------- Total.................................................... 350,000 _________________ * The foregoing expenses, except filing fees for registration statement, are estimates. Item 15. Indemnification of Directors and Officers. Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides that a business corporation may indemnify directors and officers against any threatened, pending or completed action or proceeding, provided that the person in question acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 1742 provides, however, that a business corporation may indemnify its directors and officers only against expenses (including attorneys' fees) if the action or proceeding is by or in the right of the corporation. In addition, Section 1742 states that indemnification shall not be made if the person has been adjudged to be liable to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnification for certain expenses. Section 1743 requires a corporation to indemnify its directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 1713 of the Business Corporation Law permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. This section also provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or of responsibility under a criminal statute. Article VIII of the Company's Articles and Section 4.01 of the Company's Bylaws limits the liability of any director to the fullest extent permitted by Section 1713 of the Business Corporation Law. 16 Section 1746 of the Business Corporation Law grants a corporation broad authority to indemnify its directors, officers and other agents for liabilities and expenses incurred in such capacity, except in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Article VII of the Company's Bylaws provides for indemnification of directors, officers and other agents pursuant to the authority of Sections 1741 and 1742 of the Business Corporation Law. Article IX of the Company's Bylaws provides for indemnification of directors, officers and other agents pursuant to the authority of Section 1746 of the Business Corporation Law. Subject only to the express prohibitions under the Business Corporation Law, Article IX of the Company's Bylaws provides an unconditional right to indemnification for expenses and any liability paid or incurred by any director or officer of the Company, or any other person designated by the Board of Directors as an indemnified representative, in connection with any actual or threatened claim, action, suit or proceeding (including derivative suits) in which he or she may be involved by reason of being or having been a director, officer, employee or agent of the Company, or at the request of the Company, of another corporation, partnership, joint venture, trust, employee benefit plan or other entity. The Bylaws specifically authorize indemnification against both judgments and amounts paid in settlement of derivative suits, unlike Section 1742 of the Business Corporation Law which authorizes indemnification only of expenses incurred in defending a derivative or corporate action. Article IX of the Bylaws also allows indemnification for punitive damages and liabilities incurred under federal securities laws. Unlike the provisions of Business Corporation Law Section 1744, Article IX does not require the Company to determine the availability of indemnification by first following certain prescribed procedures. A person who has incurred an indemnifiable expense or liability has a right to be indemnified independent of any procedures or determinations that otherwise would be required, and that right is enforceable against the Company as long as indemnification is not prohibited by law. To the extent indemnification is permitted only for a portion of a liability, the Bylaw provisions require the Company to indemnify such portion. If the indemnification provided for in Article IX is unavailable for any reason in respect of any liability or portion thereof, the Bylaws require the Company to make a contribution toward the liability. Indemnification rights under the Bylaws do not depend upon the approval of any future Board of Directors. Section 9.04 of the Company's Bylaws authorizes the Company to further effect or secure its indemnification obligations by entering into indemnification agreements, maintaining insurance, creating a trust fund, granting a security interest in its assets or property, establishing a letter of credit or using any other means that may be available from time to time. Article VIII of the Company's Articles limits the personal liability of officers to the Company to the same extent that directors are relieved of such liabilities pursuant to that Article and Section 4.01 of the Bylaws, with the exception that the limitation of the liability of officers applies only to liabilities arising out of derivative claims by shareholders asserting a right of the Company and not to liabilities arising out of third party claims. 17 The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the Company. Item 16. Exhibits
--------------- ---------------------------------------------------------- ----------- Exhibit No. Description Sequential Page Number 3 Articles of Amendment and Restatement 4(b) Indenture dated as of August 1, 1993 between the Company and First Union National Bank, formerly First Fidelity Bank, N.A. Pennsylvania (incorporated by reference to Exhibit 4(c) of Registration Statement on Form S-3 filed on April 8, 1994 (File No. 33-77514)) 5 Opinion of Morgan, Lewis & Bockius, LLP 12 Statement re computation of ratio of earnings to fixed charges 23(a) Consent of Morgan, Lewis & Bockius, LLP (included in opinion filed as Exhibit 5) 23(b) Consent of Arthur Andersen, LLP 24 Power of Attorney (included on signature page) 25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to the Trustee
Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 18 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification by the Company for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion 19 of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on the 30th day of October, 2001. UGI Utilities, Inc. By: /s/ John C. Barney ------------------------------------ John C. Barney Senior Vice President - Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes Brendan P. Bovaird and Robert W. Krick to execute and file, in the name of and as attorney-in-fact for such person, any amendments or post-effective amendments to this registration statement as the registrant deems appropriate. Signature Title Date /s/ Robert J. Chaney President and Chief Executive October 30, 2001 ----------------------- Officer and Director (Principal Robert J. Chaney Executive Officer) /s/ Lon R. Greenberg Chairman of the Board and October 30, 2001 ----------------------- Director Lon R. Greenberg /s/ John C. Barney Senior Vice President - Finance ----------------------- (Principal Financial Officer John C. Barney and Principal Accounting Officer) /s/ Stephen D. Ban ----------------------- Director October 30, 2001 Stephen D. Ban /s/ Thomas F. Donovan ----------------------- Director October 30, 2001 Thomas F. Donovan 21 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes Brendan P. Bovaird and Robert W. Krick to execute and file, in the name of and as attorney-in-fact for such person, any amendments or post-effective amendments to this registration statement as the registrant deems appropriate. Signature Title Date /s/ Richard C. Gozon ----------------------- Director October 30, 2001 Richard C. Gozon /s/ Anne Pol ----------------------- Director October 30, 2001 Anne Pol /s/ Marvin O. Schlanger ----------------------- Director October 30, 2001 Marvin O. Schlanger /s/ James W. Stratton ----------------------- Director October 30, 2001 James W. Stratton 22 EXHIBIT INDEX
----------------- ---------------------------------------------------------- ------------- Exhibit No. Description Sequential Page Number 3 Articles of Amendment and Restatement 4(b) Indenture dated as of August 1, 1993 between the Company and First Union National Bank, formerly First Fidelity Bank, N.A. Pennsylvania (incorporated by reference to Registration Statement on Form S-3 filed on April 8, 1994 (File No. 33-77514)) 5 Opinion of Morgan, Lewis & Bockius, LLP 12 Statement re computation of ratio of earnings to fixed charges 23(a) Consent of Morgan, Lewis & Bockius, LLP (included in opinion filed as Exhibit 5) 23(b) Consent of Arthur Andersen, LLP 24 Power of Attorney (included on signature page) 25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to the Trustee
23 EX-3 3 dex3.txt ARTICLES OF AMENDMENT AND RESTATEMENT Exhibit 3 ARTICLES OF AMENDMENT AND RESTATEMENT TO THE DEPARTMENT OF STATE, COMMONWEALTH OF PENNSYLVANIA: In compliance with the requirements of Article VIII of the Business Corporation Law approved the 5th day of May, 1933, P.L. 364, as amended, the applicant desiring to amend and restate its Articles hereby certifies, under its corporate seal that: 1. The name of the corporation is: UGI CORPORATION 2. The location of its registered office is: 1401 Arch Street Philadelphia, Pa. 19105 3. The Act of Assembly by or under which it was incorporated is: "An Act authorizing the merger and consolidation of certain corporations" approved May 3, 1909, P.L. 408, and supplements and amendments thereto." 4. Its date of incorporation is: August 21, 1925 5. The meeting of the shareholders of the corporation at which the amendment and restatement was adopted was held at the time and place and pursuant to the kind and period of notice herein stated: Time: The 7th day of May, 1973 Place: The Board Room of The Fidelity Bank, 135 S. Broad Street, Philadelphia, Pennsylvania. Kind and period of notice: Written notice mailed, first class postage prepaid to each shareholder on March 26, 1973. 6. At the time of the action of the shareholders: (a) The total number of shares outstanding was: 4,165,976 shares of Common Stock (b) The number of shares entitled to vote was 4,165,976 shares of Common Stock -2- 7. In the action taken by the shareholders: (a) The number of shares voted in favor of the amendment and restatement was: 2,956,903 shares of Common Stock (b) The number of shares voted against the amendment and restatement was: 138,984 shares of Common Stock 8. The amendment and restatement adopted by the shareholders, set forth in full, is attached hereto as Exhibit A and made a part hereof. 9. The effective date of the aforesaid amendment and restatement shall be July 1, 1973. IN WITNESS WHEREOF, these Articles of Amendment and Restatement have been executed under the seal of this corporation and signed by two duly authorized officers thereof this 11th day of June 1973. UGI CORPORATION By: /s/ Arthur E. Bone ------------------------------------ Arthur E. Bone, President. /s/ George W. Westerman ------------------------------------ George W. Westerman, Vice President. Attest: /s/ A. W. Terry --------------------------- [SEAL] A. W. Terry, Secretary. Approved and filed in the Department of State on the 12th day of June, A.D. 1973. /s/ Secretary of the Commonwealth --------------------------------- Secretary of the Commonwealth TES/as EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I. The name of the Corporation is UGI Corporation. ARTICLE II. The location and post office address of the registered office of the Corporation in this Commonwealth is: 1401 Arch Street Philadelphia, Pennsylvania 19105 ARTICLE III. The purpose or purposes for which the Corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania are to engage in, and do any lawful act concerning, any or all lawful business for which corporations may be incorporated under said Business Corporation Law, including but not limited to: 1. The supply of light, heat, fuel or power to the public by means of gas or electricity, or by any other means, or by any combination thereof. 2. The production, generation, manufacture, transmission, transportation, storage, distribution or furnishing of natural or artificial gas, electricity or steam or air conditioning or refrigerating service, or any combination thereof to or for the public. 3. The diverting, pumping or impounding of water for the development or furnishing of hydro-electric power to or for the public. 4. Manufacturing, processing, owning, using and dealing in personal property of every class and description, engaging in research and development, the furnishing of services, and acquiring, owning, using and disposing of real property of every nature whatsoever. ARTICLE IV. The term for which the Corporation is to exist is perpetual. ARTICLE V. The aggregate number of shares which the Corporation shall have authority to issue is 14,000,000 shares, divided into 10,000,000 shares of Common Stock, par value $4.50 per share, 2,000,000 shares of Series Preference Stock, without par value, and 2,000,000 shares of Series Preferred Stock, without par value. The Board of Directors shall have the full authority permitted by law to fix by resolution filed in the manner provided by law, prior to the issuance thereof, full, limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights of the Common Stock, the Series Preference Stock, the Series Preferred Stock, or of any series of any of such classes of shares, that may be desired. Unless otherwise provided in any such resolution, the number of shares of any existing series or of any series established and designated in any such resolution hereafter adopted by the Board of Directors pursuant to this Article V may be increased (within the then total authorized shares of the class) or decreased (but not below the number of shares of the series then outstanding) by such a resolution. In like manner, unless otherwise provided in any such resolution, the Board of Directors may from time to time, within the then total authorized shares of any class, establish and designate any reacquired or unissued shares of any series of any class (whether or not theretofore established and designated as a part of any existing series) as shares of such class of one or more existing or additional series and fix and determine the relative rights and preferences thereof. ARTICLE VI. Unless otherwise provided in any resolution adopted and filed pursuant to Article V of the Articles, no holder of shares of the Corporation of any class or series now or hereafter outstanding shall be entitled as such as a matter of right to subscribe for or purchase any part of any new or additional issue of stock, or securities convertible into stock, of any class, series or kind whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise. ARTICLE VII. These Articles may be amended in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. COMMONWEALTH OF PENNSYLVANIA [SEAL] DEPARTMENT OF STATE OFFICE OF THE SECRETARY OF THE COMMONWEALTH TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: WHEREAS, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment and restatement of the Articles of Incorporation in their entirety of a business corporation organized under or subject to the provisions of that Law; and WHEREAS, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by UGI CORPORATION HENCEFORTH, The "Articles," as defined in Article I of the Business Corporation Law, shall not include any prior documents; THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be Sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. GIVEN under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 12th day of June, in the year of our Lord, one thousand nine hundred and seventy-three, and of the Commonwealth, the one hundred and ninety-seventh. /s/ Secretary of the Commonwealth _________________________________ Secretary of the Commonwealth COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU APPLICANT'S ACC'T NO. 3-1-74.41 1152 ----------------------------------- (Line for numbering) DSCB: BCL-307 (Rev. 8-72) Filing Fee: $48 AB-2 Statement of Change of Registered Office-Domestic Business Corporation Filed this 3rd day of October, 1974 Commonwealth of Pennsylvania Department of State /s/ Secretary of the Commonwealth Secretary of the Commonwealth (Box for Certification) -------------------------------------------------------------------------------- In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P.L. 364)(15 P.S. Section 1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that: 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 1401 Arch Street -------------------------------------------------------------------------------- (Number) (Street) Philadelphia Pennsylvania 19105 -------------------------------------------------------------------------------- (City) (Zip Code) 3. The address to which the registered office in this Commonwealth is to be changed is: Box 858, Irwin Building, Route 363 -------------------------------------------------------------------------------- (Number) (Street) Valley Forge, Montgomery County Pennsylvania 19482 -------------------------------------------------------------------------------- (City) (Zip Code) 4. Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 25th day of September, 1974. UGI CORPORATION ------------------------------------- (Name of Corporation) By: /s/ George W. Westerman ------------------------------------- (Signature) Vice President ------------------------------------- (Title: President, Vice President, Etc.) Attest: /s/ ----------------------------------- (Signature) Secretary of the Commonwealth ----------------------------------- (Title: Secretary, Assistant Secretary, Etc.) (Corporate Seal) UGI CORPORATION Statement With Respect to Series Preferred Stock In compliance with the requirements of Section 602 of the Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended, UGI Corporation hereby certifies under its corporate seal that: 1. The name of the Company is: UGI Corporation. 2. The Board of Directors of the Company, pursuant to authority vested in it by Article V of the Company's Amended and Restated Articles of Incorporation, duly adopted the following resolutions fixing certain voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of all of the shares of the Series Preferred Stock of the Company, establishing the first series of the Series Preferred Stock of the Company to consist of 600,000 shares and fixing the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights thereof, of the shares of such series: RESOLVED, that pursuant to authority granted to the Board of Directors by Article V of the Corporation's Amended and Restated Articles of Incorporation, the Board of Directors hereby fixes certain voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights applicable to all of the shares of Series Preferred Stock, without par value (hereinafter called "Series Preferred Stock"), and determines the extent to which said shares may be divided and issued in series and the extent to which shares of one series of Series Preferred Stock may vary from shares of other series thereof: 1. Series and Limitations of Variations between Series. The shares of Series Preferred Stock may be divided into and issued in series from time to time, as herein provided. All shares of Series Preferred Stock of all series shall rank ratably as to dividends and assets according to the respective rates and amounts provided in these resolutions and any resolution creating any additional series of Series Preferred Stock. All shares of any particular series of Series Preferred Stock shall be identical to all other shares of that series except as to the date or dates from which dividends on such shares shall be cumulative, as permitted by Section 2 of this resolution. Subject to the limitations set forth in this resolution and any applicable provisions of law, the shares of Series Preferred Stock of different series may vary as to the following terms and provisions, which shall be fixed in the case of each such series at any time prior to the issuance of any shares thereof by resolution or resolutions of the Board of Directors creating each such series (hereinafter sometimes called the "Creating Resolution"): (a) Distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; (b) Dividend rate per annum of shares of such series, and the date or dates from which dividends on shares of such series shall be cumulative (hereinafter sometimes called the "Date of Cumulation"); -2- (c) Provisions for redemption, and, if the shares of such series are subject to redemption, the Redemption Price or Prices (as hereinafter defined) at which, and the terms and conditions on which, the shares of such series may be redeemed; (d) Amount or amounts payable upon the shares of such series in the event of the liquidation, dissolution or winding up of the Corporation, which amount or amounts may vary depending on whether the liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, be subject to other terms and conditions; provided that upon the issue of any shares of Series Preferred Stock an amount per share equal to no less than the involuntary liquidation price per share shall be allocated to the stated capital of the Corporation; (e) Provisions, if any, entitling the shares of such series to the benefit of a sinking fund or a purchase fund to be applied to the purchase or redemption of shares of such series, and, if so provided, the amount, terms and conditions of such fund; (f) Provisions, if any, as to convertibility into, or exchangeability for, shares of any other class or of any other series of the same or any other class of stock of the Corporation, and, if so provided, the conversion price or prices, and terms and conditions of such conversion or exchange; (g) Provisions, if any, granting to the shares of such series voting rights in addition to the voting rights provided for in this resolution; (h) Provisions, if any, entitling the shares of such series to the benefit of limitations restricting the creation of indebtedness or upon the issue of any additional shares ranking on a parity with or prior to the shares of such series as to dividends or assets in addition to the restrictions provided for in this resolution; (i) Provisions, if any, entitling the share of such series to the benefit of limitations restricting the purchase of, the payment of dividends on, or the making -3- of other distributions in respect of, any shares of Junior Stock (as hereinafter defined), and, if so provided, the terms and conditions of any such restrictions; and (j) Provisions, if any, entitling the shares of such series to any other rights, preferences and limitations not inconsistent with the provisions of this resolution. 2. Dividends. (a) Out of any funds of the Corporation legally available therefor the holders of shares of Series Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, dividends in cash at the rate per annum for such series fixed by the Creating Resolution and no more, and such dividends shall be cumulative (whether or not in any dividend period there shall be funds of the Corporation legally available for the payment of such dividends) but accruals of dividends will not bear interest. Such dividends shall be payable on the first days of January, April, July and October in each year, in each case from the Date of Cumulation for the shares of such series; provided that the initial dividend with respect to any particular series shall be payable on such of said dates as next succeeds the date of issue of the first shares of such series to be issued, unless otherwise determined by the Creating Resolution. Until Full Cumulative Dividends (as hereinafter defined) on the outstanding shares of Series Preferred Stock of all series to the end of the last preceding quarterly dividend period shall have been paid or declared and set apart for payment, the Corporation shall not (i) set aside for or apply any sum to the purchase, redemption or other acquisition of shares of Series Preferred Stock of any series, (ii) pay or declare and set apart for payment any dividend on, or make any other distribution in respect of, any shares of Junior Stock, (iii) purchase, redeem, or otherwise acquire any shares of such Junior Stock, or (iv) set aside for or apply any sum to any optional redemption of indebtedness of the Corporation maturing more than one year from the date incurred or assumed. (b) No dividends shall be paid or declared and set apart for payment on shares of any particular series of Series Preferred Stock to the exclusion of the shares of -4- any other series thereof. All dividends paid or declared and so set apart on shares of Series Preferred Stock of the respective series outstanding in an amount less than Full Cumulative Dividends shall be divided between the outstanding series in proportion to the aggregate amounts which would be distributable to each series if Full Cumulative Dividends to the end of the then current dividend period were declared and paid on all shares of all series then outstanding. If Full Cumulative Dividends upon the outstanding shares of Series Preferred Stock of all series to the end of the next preceding dividend period shall have been paid, all dividends declared and paid on the shares of the Series Preferred Stock of the respective series outstanding shall be declared and paid ratably, so that the amount of the dividend declared and paid on the shares of any particular series of the Series Preferred Stock shall be in the proportion that the quarterly dividend requirements of the shares of such series bear to the total quarterly dividend requirements of the Series Preferred Stock of all series at the time outstanding. 3. Preference on Liquidation, etc. In the event of any liquidation, dissolution or winding up of the Corporation, the holders of shares of Series Preferred Stock of each series shall be entitled to receive, out of the assets of the Corporation available for distribution to its shareholders, before any distribution of assets shall be made to the holders of shares of Junior Stock, the amounts to which such holders are entitled as fixed by the Creating Resolution for such series. If upon any liquidation, dissolution or winding up of the Corporation the net assets of the Corporation shall be insufficient to pay the holders of all outstanding shares of Series Preferred Stock the full amounts to which they shall be entitled, the holders of shares of Series Preferred Stock of all series shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to shares of Series Preferred Stock of all series were paid in full. The holders of shares of Series Preferred Stock shall not be entitled to receive any amounts with respect thereto upon any liquidation, dissolution or winding up of the Corporation other than the amounts provided for in this -5- Section 3. Neither the merger or consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation for the purposes of this Section 3. 4. Sinking and Purchase Funds. Out of any funds of the Corporation legally available therefor remaining after Full Cumulative Dividends to the end of the then current dividend period upon the shares of Series Preferred Stock of all series then outstanding shall have been paid or declared and set apart for payment, and before any dividends shall be paid or declared and set apart for payment, or any other distribution shall be made in respect of, any shares of Junior Stock, and before any shares of Junior Stock shall be purchased, redeemed, or otherwise acquired by the Corporation, the Corporation shall set aside, in respect of the shares of each series of Series Preferred Stock any shares of which shall at the time be outstanding and in respect of which a sinking fund or purchase fund for the purchase or redemption thereof has been provided by the Creating Resolution for such series, the sums then or theretofore required to be set aside as a sinking fund or purchase fund, to be applied in the manner specified in the resolution creating such series. 5. Redemption (a) Unless otherwise prohibited by any Creating Resolution for any outstanding series of Series Preferred Stock, the Corporation, may, at its option expressed by resolution of its Board of Directors, redeem at any time or from time to time the whole or any part of the shares of Series Preferred Stock or of any series thereof at the time outstanding by paying in cash the Redemption Price or Prices fixed by the Creating Resolution for such series, plus an amount equal to Full Cumulative Dividends thereon to the date fixed for redemption (the aggregate of such Redemption Price and Full Cumulative Dividends is hereinafter in this Section 5 called the "Full Redemption Price"), provided that the Corporation may not purchase or redeem less than all the shares of Series Preferred Stock of all series then outstanding unless -6- Full Cumulative Dividends to the end of the last preceding quarterly dividend period upon the Series Preferred Stock of all series then outstanding shall been paid or declared and set apart for payment and all sums required to be set aside as a sinking fund or purchase fund in respect of the shares of any series of Series Preferred Stock then outstanding shall have been set aside in accordance with the terms of the applicable sinking or purchase fund. If less than all the outstanding share of Series Preferred Stock of any series are to redeemed, the selection of shares for redemption may be made either by lot or pro rata in such manner as may be prescribed by resolution of the Board of Directors. Notice of every such redemption shall be given by mail to the holders of record of the shares to be redeemed and may be given in such other manner as may be prescribed by resolution of the Board of Directors, at least thirty days and not more than sixty days prior to the date fixed for redemption (which when fixed in each case and specified in the notice of redemption, is hereinafter called the "Redemption Date"). Any notice to be given by mail shall be deemed given when mailed to the holders of the shares of Series Preferred Stock to be redeemed of record at the time of mailing, at their respective addresses as the same shall appear on the books of the Corporation, but in the case of notice by mail, no accidental failure to mail such notice to any one or more holders shall affect the validity of the redemption of any shares of Series Preferred Stock so to be redeemed. The Board of Directors shall have full power and authority, subject to the limitations and provisions contained in this resolution to prescribe the manner in which, and the terms and conditions upon which, the shares of Series Preferred Stock shall be redeemed from time to time If notice of redemption shall have been given, and if on or before the Redemption Date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation, in trust for the account of the holders of the shares to be redeemed, so as to be and continue to be available therefor, then notwithstanding that any certificate for such shares so called for redemption shall not have been surrendered for cancellation, from and after the Redemption Date, the shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue and all rights with respect to such shares so called for redemption -7- shall forthwith on such Redemption Date cease and terminate, except only the right of the holders thereof to receive, out of the funds so set aside in trust, the Full Redemption Price per share; provided that the Corporation may, if it shall so elect, deposit the amount of the Redemption Price for the account of the holders of shares of Series Preferred Stock entitled thereto with a bank or trust company doing business in the Commonwealth of Pennsylvania, or in the State of New York, and having capital and surplus of at least $10,000,000, at any time prior to the Redemption Date (the date of such deposit being hereinafter in this Section 5 referred to as the "Date of Deposit"). Notice of the Corporation's election to make such deposit, including the date on which the Full Redemption Price per share will be available, and the name and address of the bank or trust company with which the deposit has been or will be made, shall be included in the notice of redemption. If the Corporation shall make such deposit on or before the date specified therefor in the notice of redemption, then on and after the Date of Deposit, and, notwithstanding that any certificate for shares of Series Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares with respect to which such deposit shall have been made shall no longer be deemed outstanding and all rights of the holders thereof as shareholders of the Corporation shall cease and terminate, except the right to receive out of the funds so deposited in trust from and after the Date of Deposit, the Full Redemption Price per share as herein provided and except any conversion, exchange or subscription rights not theretofore expired. Such conversion or exchange rights, however, in any event shall cease and terminate upon the Redemption Date or upon any earlier date duly fixed for the termination of such rights. At any time on or after the Redemption Date, or, if the Corporation shall elect to deposit the moneys for such redemption as herein provided, then at any time on or after the Date of Deposit, which time shall not be later than the Redemption Date, the respective holders of record of the shares of Series Preferred Stock to be redeemed shall be entitled to receive the Full Redemption Price per share upon actual delivery to the Corporation or, in the event of such deposit, to the bank or trust company with which such deposit shall be made, of certificates for the shares to be redeemed, such certificates, if required, to be duly -8- endorsed in blank or accompanied by proper instruments of assignment and transfer thereof duly endorsed in blank and including any necessary transfer stamps. Any moneys so deposited which shall remain unclaimed by the holders of such shares of Series Preferred Stock so redeemed at the end of two years after the Redemption Date shall be paid by such bank or trust company to the Corporation; provided that all moneys so deposited which shall not be required for such redemption because of the exercise of any right of conversion or exchange shall be returned to the Corporation forthwith. Any interest accrued on moneys so deposited shall belong to and be paid to the Corporation from time to time. (b) Except as otherwise provided by law or as otherwise provided in this resolution or in any Creating Resolution, the Corporation may purchase or acquire any shares of Series Preferred Stock at not exceeding the applicable Full Redemption Price for such shares at the time of such purchase. Any shares of Series Preferred Stock redeemed, purchased or acquired by the Corporation shall be cancelled and restored to the status of authorized but unissued shares of Series Preferred Stock without series designation and may thereafter, in the discretion of the Board of Directors, be reissued or otherwise disposed of at any time or from time to time as part of another series, subject to the terms and conditions herein set forth. 6. No Preemptive Rights. No holder of shares of Series Preferred Stock shall be entitled to subscribe for or purchase any part of any new or additional issue of stock, or securities convertible into stock, of any class, series or kind whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise. 7. Voting Rights. (a) Except as otherwise required by law or as otherwise provided in this resolution or in any Creating Resolution, the holders of shares of Series Preferred Stock shall have no voting rights and shall not be entitled to notice of any meeting of the shareholders of the Corporation. Except as otherwise provided by law, -9- upon any matter on which the shares of Series Preferred Stock of any series have voting rights provided for in this resolution, each holder of shares of Series Preferred Stock of such series shall be entitled to one vote for each $25 which would be payable to him with respect to his shares of Series Preferred Stock of such series upon any involuntary liquidation, dissolution or winding up of the Corporation. (b) If and when there is a Default in Preferred Dividends (as hereinafter defined) in an amount equivalent to four full quarterly dividends on the shares of Series Preferred Stock of any series (hereinafter called "Four Quarters Default in Preferred Dividends"), and until a Default in Preferred Dividends shall no longer exist, the holders of shares of Series Preferred Stock, voting separately as a class and without regard to series, shall have the right (hereinafter called "Special Right") to elect the smallest number of Directors necessary to constitute a majority of the Board of Directors, but the holders of shares of Series Preferred Stock, shall not be entitled to vote in the election of the remaining Directors of the Corporation. In all elections for Directors pursuant to this subsection 7(b) the holders of shares of Series Preferred Stock shall not be entitled to cumulate their votes for the election of Directors. The terms of office, as Directors, of all persons who may be Directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of shares of Series Preferred Stock, whether or not the holders of the shares of Voting Stock (which term is used in this subsection 7(b) as it is hereinafter defined in subsection 8(a), subparagraph 3(iv)) of the Corporation shall at the time of such termination have elected the remaining Directors of the Corporation; thereafter during the continuance of the Special Right the holders of shares of Series Preferred Stock, voting separately as a class and without regard to series, shall be entitled to elect a majority of the Board of Directors; and all Directors so elected whether at any special or annual meeting for the election of Directors, held during the continuance of the Special Right shall hold office until the next succeeding annual election and until their respective successors, elected by the holders of shares of Series Preferred Stock, voting separately as a class and without regard to series, are elected and qualified, -10- unless their terms of office shall be sooner terminated as provided in this subsection 7(b). Upon the accrual of the Special Right, it shall be the duty of the President, a Vice-President or the Secretary of the Corporation forthwith to call a special meeting of the shareholders of the Corporation for the purpose of electing a new Board of Directors, to be held not less than 45 nor more than 60 days after the accrual of the Special Right; provided that no such special meeting shall be called if the date of such accrual of the Special Right shall be less than 120 days prior to the date fixed by the by-laws of the Corporation for the next annual meeting of shareholders, in which case the election shall be held at such next annual meeting. The notice of any such special meeting and of any annual meeting of the Corporation at which the holders of shares of Series Preferred Stock shall have the Special Right shall be mailed to each holder of such shares of record entitled to vote at the meeting and shall set forth, among other things, (1) that by reason of the fact that there is a Four Quarters Default in Preferred Dividends the holders of shares of Series Preferred Stock, voting separately as a class and without regard to series, are entitled to elect the smallest number of Directors necessary to constitute a majority of the Board of Directors; (2) that any holder of shares of Series Preferred Stock has the right for a proper corporate purpose, at any reasonable time, to inspect and at his own expense make copies of the list of holders of shares of Series Preferred Stock maintained by the Corporation; and (3) the substance of the next succeeding paragraph with respect to the number of shares of Series Preferred Stock required to be represented at any meeting or adjournment thereof for the election of Directors of the Corporation. At any annual or special meeting for the election of Directors held during the continuance of the Special Right, the presence in person or by proxy of the holders of shares of Series Preferred Stock entitled to cast a majority of the total number of votes which all holders of the outstanding shares of Series Preferred Stock are entitled to cast at such meeting (hereinafter called "Total Preferred Vote"), shall be required to constitute a quorum of such class for the election of Directors; -11- provided that, if because of the absence of such a quorum at the first meeting for the election of Directors after any accrual of the Special Right no election of Directors shall be held, the holders of shares of Series Preferred Stock entitled to cast a majority of the votes which all holders of the shares of Series Preferred Stock who are present in person or by proxy at such meeting are entitled to cast at such meeting shall have power to adjourn the meeting for election of Directors to a date not less than 15 nor more than 50 days from the date of such first meeting. At any such adjourned meeting the presence in person or by proxy of the holders of shares of Series Preferred Stock entitled to cast thirty-five per cent of the Total Preferred Vote shall constitute a quorum of such class for the election of Directors. In the event the first such meeting of shareholders shall be so adjourned as aforesaid, it shall be the duty of the President, a Vice-President or the Secretary of the Corporation, within 10 days after the date of such first meeting, to cause notice of such adjourned meeting to be given to all shareholders of the Corporation entitled to vote thereat. Such notice shall contain substantially the statements hereinabove required with respect to the first meeting, and shall further state that the required quorum of the holders of shares of Series Preferred Stock was not present at such first meeting and that the holders of shares of Series Preferred Stock entitled to cast thirty- five per cent of the Total Preferred Vote shall be required to constitute a quorum of such class for the election of Directors at such adjourned meeting. If the holders of the shares of Series Preferred Stock fail to elect Directors at such adjourned meeting and if the first meeting was a special meeting called as aforesaid, the Directors of the Corporation then in office shall remain in office until the next annual meeting of the shareholders of the Corporation and until their successors have been duly elected and qualified; or, if such first meeting was an annual meeting of shareholders, all members of the Board of Directors to be elected at such meeting shall be elected by the holders of the shares of Voting Stock of the Corporation at such adjourned meeting. Except as provided in this subsection 7(b), the absence of a quorum of the Series Preferred Stock at any -12- annual or special meeting at which the shares of Series Preferred Stock are entitled to elect a majority of the Board of Directors shall not prevent or invalidate the election by the holders of the shares of Voting Stock of the Corporation of the Directors whom they are entitled to elect; provided that the Directors most recently elected by the holders of shares of Series Preferred Stock shall continue to hold office until the next annual meeting of the shareholders of the Corporation and until their successors shall have been duly elected and qualified, unless the term of office of each shall be sooner terminated as provided in this subsection 7(b). If and when a Default in Preferred Dividends shall no longer exist (and dividends on the shares of Series Preferred Stock shall be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the shares of Series Preferred Stock shall thereupon be divested of the Special Right, but subject to the same provisions for vesting such Special Right in the holders of the shares of Series Preferred Stock in the case of any subsequent Four Quarters Default in Preferred Dividends. Upon the termination of such Special Right upon payment of Full Cumulative Dividends on the shares of Series Preferred Stock to the end of the last preceding quarterly dividend period, the terms of office of all persons who may have been elected Directors of the Corporation by the holders of the Series Preferred Stock, voting separately as a class and without regard to series, shall forthwith terminate. In case of any vacancy in the office of a Director occurring among the Directors elected by the holders of shares of Series Preferred Stock, voting separately as a class and without regard to series, pursuant to this subsection 7(b), the remaining Directors elected by the holders of shares of Series Preferred Stock may elect, by affirmative vote of a majority thereof, or by a vote of the remaining Director so elected if there be but one, a successor or successors to hold office for the unexpired term of the Director or Directors whose place or places shall be vacant. In case of any vacancy in the office of a Director occurring among the Directors not elected by the holders of shares of Series Preferred Stock, neither the holders of the shares of Series Preferred Stock nor any Director elected by them shall -13- be entitled to vote in filling such vacancy. In any such case, any Director so elected shall hold office until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, unless the term of office shall be sooner terminated as provided in this subsection 7(b). Nothing in this subsection 7(b) shall be deemed to prevent an increase in the number of Directors of the Corporation so as to provide additional positions on the Board of Directors for the Directors to be elected by the Series Preferred Stock, or to prevent any other change in the number of Directors of the Corporation. 8. Restrictions on Certain Corporate Action. (a) So long as any shares of the Series Preferred Stock of any series shall be outstanding, the Corporation shall not, without the written consent, or the affirmative vote of the holders of record of at lest two-thirds of the Total Preferred Vote, voting separately as a class and without regard to series, (1) alter or change the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights, if any, of all shares of Series Preferred Stock or of any series thereof in any material respect prejudicial to the holders thereof; provided that any such alteration or change of the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights, if any, of all shares of any particular series of Series Preferred Stock which is not in any material respect prejudicial to the holders of shares of Series Preferred Stock of any other series may be effected with the consent, given as aforesaid, of the holders of record of at least two-thirds of the number of votes of the particular series of Series Preferred Stock affected by such alteration or change; (2) create any class of stock ranking prior to the shares of Series Preferred Stock as to dividends or assets, or create any obligation or security of the Corporation convertible into or exchangeable for -14- shares of stock of any class having such priority over the shares of Series Preferred Stock; or (3) issue any shares of any series of Series Preferred Stock, except the 600,000 shares of first series thereof initially issued by the Corporation, or issue any shares of any class of stock ranking prior to or on a parity with the shares of the Series Preferred Stock as to dividends or assets, unless the consolidated net income of the Corporation and its subsidiaries (as hereinafter defined) for any twelve consecutive calendar months within the fifteen calendar months immediately preceding the issue of such additional shares of Series Preferred Stock or of such other stock shall have been at least one and one-half times the sum of (i) the annual interest charges on all indebtedness for borrowed money of the corporation and its subsidiaries to be outstanding immediately after the proposed issue of such additional shares, (ii) the annual dividend requirements on all shares of stock of any class ranking prior to or on a parity with the Series Preferred Stock as to dividends or assets to be outstanding immediately after the proposed issue of such additional shares, (iii) the annual dividend requirements on all shares of preferred stock of subsidiaries to be outstanding immediately after the proposed issuance of such additional shares, and (iv) the annual dividend requirements on all shares of Series Preferred Stock of all series to be outstanding immediately after the proposed issue of such additional shares. If all or any part of the proceeds of the additional shares of Series Preferred Stock or such other stock so proposed to be issued are to be coincidentally applied by the Corporation, directly or indirectly through subsidiaries or otherwise, to the acquisition of plants or other tangible assets with a previous record of earnings, or to the acquisition of subsidiaries with a previous record of earnings, there may be added to such consolidated net income of the Corporation and its subsidiaries for such period of twelve months, at the option of the Corporation, an amount equal to the net income of such assets or subsidiaries, for the same twelve months' period, determined by the Board of Directors in a manner consistent with the determination of consolidated net income of the Corporation and its subsidiaries. 15 For the purposes of paragraph (3) of this subsection 8(a) and as otherwise indicated in this resolution the following shall be applicable: (i) The term "consolidated net income of the Corporation and its subsidiaries", determined in accordance with generally accepted accounting principles except as hereinafter provided, shall be deemed to mean the total income (including allowance for funds used during construction and all other income except amortization of premium on debt), of the Corporation and its subsidiaries and predecessor companies from all sources for the period in question, after deducting therefrom all operating and non-operating expenses and charges, including maintenance expenses, such provisions for reserves for retirements, renewals and replacements and for depreciation, obsolescence and depletion as determined by the Board of Directors in accordance with established practice of the Corporation and its subsidiaries, taxes and rentals paid or accrued in respect of the properties, license fees and franchise taxes paid or accrued, and Federal and State taxes based on income paid or accrued, but excluding interest charges on indebtedness (for money borrowed) of the Corporation and its subsidiaries, dividends on preferred stocks of subsidiaries, amortization of debt discount and expense, and profits or losses on sales of capital assets, amortization of intangible or property adjustments, write-downs of property, or other adjustments, and similar items. (ii) The term "predecessor companies" shall be deemed to mean any corporation or corporations substantially all the assets of which shall have been acquired by the Corporation or any subsidiary by purchase, merger or otherwise during the period for which the consolidated net income of the Corporation and its subsidiaries is to be determined and for the purposes hereof shall be deemed to have been owned for the full period considered. -16- (iii) The term "subsidiary" shall mean any corporation of which at least a majority of the Voting Stock is at the time directly or indirectly owned or controlled by the Corporation or by one or more such subsidiaries; provided that in no event shall there be included within the term "subsidiary" any corporation substantially all of the physical properties of which are located outside of the United States of America. (iv) The term "Voting Stock" shall mean stock entitled under ordinary circumstances to vote for the election of Directors and does not mean or include stock so entitled to vote only upon failure to pay dividends thereon or upon some other contingency or for some special purpose or purposes. (b) So long as any shares of Series Preferred Stock of any series shall be outstanding, the Corporation shall not, without the written consent or the affirmative vote of the holders of record of at least a majority of the Total Preferred Vote, voting separately as a class and without regard to series, (1) increase the authorized number of shares of the Series Preferred Stock, or create any class of stock ranking on a parity with the Series Preferred Stock as to dividends or assets; or (2) merge into or consolidate with any other corporation or corporations or sell, lease or otherwise dispose of all or substantially all of its assets, unless such merger, consolidation, sale, lease or other disposition shall have been ordered, permitted or approved by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 as now in effect or as hereafter amended or by any successor commission. (c) Notwithstanding the foregoing provisions of this Section 8, it shall not be necessary to obtain any affirmative vote or consent of holders of the shares of Series Preferred Stock of any series in respect of any matter therein specified, if, in connection with the -17- consummation of such transactions, irrevocable provision is to be made for the redemption or retirement of all of the shares of Series Preferred Stock of such series, at the time outstanding, within 45 days following consummation of such transaction. 9. Definitions. (a) The term "Junior Stock" as used in this resolution shall be deemed to mean the Common Stock and all other stock of the Corporation ranking junior to the Series Preferred Stock as to dividends or assets. (b) The term "Full Cumulative Dividends" whenever used in this resolution with reference to any share of any series of the Series Preferred Stock shall mean (whether or not in any dividend period or any part thereof in respect of which such term is used there shall have been any funds of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the rate per share fixed by the Creating Resolution for such series, for the period of time elapsed from the Date of Cumulation of such series to the date as of which Full Cumulative Dividends are to be computed, but without interest, less the amount of all dividends paid or declared and set apart for payment upon such share. (c) The term "Default in Preferred Dividends" shall mean the failure to pay Full Cumulative Dividends on all shares of all Series Preferred Stock then outstanding to the end of the last preceding quarterly dividend period. RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 600,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $2.75 Series (hereinafter called "First Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the First Series (in addition to the voting rights, -18- designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the First Series shall be $2.75 per share per annum. Dividends on all shares of the First Series shall be cumulative from the date of the initial issue of such shares. 2. Redemptions. The shares of the First Series shall be subject to redemption in the manner specified in the General Terms of the Series Preferred Stock at the following Redemption Prices per share applicable to the periods indicated:
Period Redemption Price ------ June 1, 1975 to and including May 31, 1980.............. $27.75 June 1, 1980 to and including May 31, 1985.............. $26.75 June 1, 1985 to and including May 31, 1990.............. $25.75 ------ Thereafter.............................................. $25.75 ------
plus in each case, an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption; provided that the Corporation may not, prior to June 1, 1980, redeem any shares of the First Series if such redemption is a part of or in anticipation of any refunding operation involving the application, directly or indirectly, of borrowed funds or the proceeds of an issue of any stock ranking prior to or on a parity with the First Series as to dividends or assets, if such borrowed funds have an effective annual interest cost to the Company (calculated in accordance with generally accepted financial practice and without any consideration of income tax effect), or such stock has a dividend cost to the Company (so calculated), less than the dividend rate per annum of the First Series. 3. Liquidation Rights. The amounts payable upon the shares of the First Series in the event of any -19- liquidation, dissolution or winding up of the Corporation shall be: (a) if the event be voluntary, the applicable Redemption Price per share as specified in paragraph 2 of this resolution, and (b) if the event be involuntary, $25 per share; plus in each case an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 4. Other Provisions or Rights. The shares of the First Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the First Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 3. The aggregate number of shares of such series established and designated by: (i) such resolutions -- 600,000 shares; (ii) all prior statements, if any, filed under the Act of May 5, 1933, P. L. 364, as amended, with respect thereto -- none; and (iii) any other provision of this Company's Amended and Restated Articles of Incorporation -- none. 4. Such resolutions were duly adopted by the Board of Directors of UGI Corporation at a meeting duly held on June 3, 1975. -20- IN WITNESS WHEREOF, UGI Corporation has caused this Statement to be signed under its corporate seal by its President and its Secretary this 3rd day of June, 1975. UGI CORPORATION [CORPORATE SEAL LOGO] [CORPORATE SEAL] By: /s/ Arthur E. Bone --------------------------- President By: /s/ --------------------------- Secretary Filed in the Department of State on the 5th day of June A.D., 1975. Secretary of the Commonwealth --------------------------------- Secretary of the Commonwealth -21- Line for numbering 366234 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU DSCB-BCL-602(Rev 8-72) Filed this 4th day of October 1977 Commonwealth of Pennsylvania Department of State Filing Fee: $40 A8-2 Statement Affecting Class or Series of Shares-- Domestic Business Corporation Secretary of the Commonwealth Box for Certification In compliance with the requirements of section 602 of the Business Corporation Law act of May 5, 1933 P.L. 364 15 (P S ss 1602) the undersigned corporation desiring to state the voting rights designations preferences, qualifications, privileges, limitations, options, conversion rights and other special rights if any of a class or series of hereby certifies that 1. The name of the corporation: UGI CORPORATION 2. (Check and complete one of the following): The resolution establishing and designating the class of series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows /X/ The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof as set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by such resolution, (b) all prior statements, if any filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles, is 600,000 shares. 4. (Check and complete one of the following): /X/ The resolution was adopted by the Board of Directors of the Corporation at a duly called meeting held on the 21st day of June, 1977. The resolution was adopted by a consent or consents in writing dated the ____ day of ________________, 19___ signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer to be hereunto affixed this 30th day of September, 1977. UGI CORPORATION _______________________________________ NAME OF CORPORATION Arthur E. Bone By: ----------------------------------- SIGNATURE Arthur E. Bone President _______________________________________ (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest /s/ George S. Webster ---------------------------- Signature George S. Webster Assistant Secretary ---------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) CORPORATE SEAL Exhibit A RESOLUTIONS OF THE BOARD OF DIRECTORS OF UGI CORPORATION FOR THE ESTABLISHMENT OF SERIES PREFERRED STOCK, $1.80 SERIES (WITHOUT PAR VALUE) RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 600,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $1.80 Series (hereinafter called "Second Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Second Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Second Series shall be $1.80 per share per annum. Dividends on all shares of the Second Series shall be cumulative from the date of initial issue of such shares. 2. Redemptions. The shares of the Second Series shall not be redeemable prior to January 1, 1998. Thereafter, the shares of the Second Series shall be subject to redemption in the manner specified in the General Terms of the Series Preferred Stock at a Redemption Price of $23.50 per share plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. 3. Purchase Fund. (a) Subject to any restrictions provided in the General Terms of the Series Preferred Stock, the Corporation, commencing on January 1, 1983, shall purchase, out of funds legally available therefor, the number of shares of the Second Series tendered for purchase in the manner provided by subsection (c) of this Section 3, but not to exceed the Maximum Number of Shares, as that term is hereinafter defined in this Section 3, of shares of the Second Series, at a purchase price of $23.50 per share plus an amount equal to the Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of payment. The Corporation shall set aside on or before the date on which it is obligated to make any purchase of shares of the Second Series pursuant to this Section 3 as and for a purchase fund all funds necessary to effect any such purchase of shares of the Second Series. (b) The Maximum Number of Shares for the purposes of this Section 3 shall be the number at the time applicable as set forth in the following schedule: PERIOD NUMBER OF SHARES ----------------------------- ---------------------------------------- January 1, 1983 to and including December 31, 1983......... 20% of the total number of shares of the Second Series issued by the Corporation. January 1, 1984 to and including December 31, 1984......... 40% of the total number of shares of the Second Series issued by the Corporation less the number of shares previously purchased by the Corporation pursuant to this Section 3. 1 Period Number of Shares ------ ---------------- January 1, 1985 to and including December 31, 1985........... 60% of the total number of shares of the Second Series issued by the Corporation less the number of shares previously purchased by the Corporation pursuant to this Section 3. January 1, 1986 to and including December 31, 1986........... 80% of the total number of shares of the Second Series issued by the Corporation less the number of shares previously purchased by the Corporation pursuant to this Section 3. On and after January 1, 1987.......... Any shares of the Second Series then outstanding. (c) The holder of any shares of the Second Series may tender such share or shares at any time on or after December 1, 1982, by delivering to the transfer agent for shares of the Second Series or to the Corporation if no separate transfer agent for shares of the Second Series has been appointed by the Corporation (which transfer agent or the Corporation, as the case may be, is hereinafter called the "Transfer Agent"), the certificate or certificates therefor, duly endorsed to the Corporation or in blank, together with written notice to the Corporation of his election to so tender. Such tender shall be irrevocable. Shares delivered less than 20 days prior to a quarterly dividend payment date shall be deemed for the purposes of this subsection. (e) of this Section 3, to have been delivered on the day next following such quarterly dividend payment date. On the quarterly dividend payment date next following such date of delivery the Corporation shall, except as provided in subsection (e) of this Section 3, deposit with the Transfer Agent the amount of money necessary to effect the purchase of the Maximum Number of Shares or the number of shares of the Second Series then properly tendered as provided in this subsection (e) of this Section 3, whichever is less, and shall cause the Transfer Agent to pay over to each tendering shareholder his share of such deposit. (d) In the event the number of shares of the Second Series properly tendered prior to any quarterly dividend payment date shall exceed the Maximum Number of Shares, the Corporation shall purchase from each holder who has properly tendered such shares the nearest whole number of shares determined by multiplying the number of shares tendered by each such holder by a fraction of which the numerator shall be the Maximum Number of Shares and of which the denominator shall be the aggregate number of shares of the Second Series so tendered by all such holders. As soon as practicable after such quarterly dividend payment date, the Corporation will issue and deliver or cause to be issued or delivered to each holder, less than all of whose shares of the Second Series were purchased by the Corporation pursuant to the provisions of this Section 3, a certificate or certificates representing the tendered shares not so purchased. (e) In the event the number of shares of the Second Series to be purchased on any quarterly dividend payment date as provided in subsection (c) of this Section 3 shall exceed 25,000 shares, the Corporation may by written notice to each tendering shareholder defer the purchase and payment for a pro rata proportion of such excess and the related deposit with the Transfer Agent under subsection (c) to a specified date not more than six months after such quarterly dividend payment date. (f) Except to the extent a certificate or certificates for the shares covered thereby are issued and delivered to a holder as provided in subsection (d) of this Section 3, shares of the Second Series properly tendered under this Section 3 shall thereafter cease to be entitled to any right of conversion or exchange under Section 6 hereof or otherwise. (g) Shares of the Second Series purchased under this Section 3 shall be retired and cancelled, and may be reclassified and reissued as provided in the General Terms of the Series Preferred Stock, except that such shares may not reissued as shares of the Second Series. 2 4. LIQUIDATION RIGHTS. The amounts payable upon the shares of the Second Series in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be $23.50 per share plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 5. VOTING RIGHTS. Each holder of shares of the Second Series shall be entitled to 0.25 of a vote per share with the holders of Common Stock of the Corporation, except upon matters with respect to which the holders of shares of Series Preferred Stock of any Series have separate voting rights as provided in the General Terms of the Series Preferred Stock or as otherwise required by law. 6. CONVERSION RIGHTS. (a) The holder of any share or shares of the Second Series (hereinafter sometimes called the "Second Series Stock") shall have the right to convert, subject to the provisions of this Section 6, any such share or shares into fully paid and non-assessable shares of Common Stock (calculated as to each conversion to the nearest one one-hundredth of a share) of the Corporation at the basic conversion rate of 1.06 of a share of Common Stock for each share of Second Series Stock; provided, however (i) that such conversion rate shall be subject to adjustment upon the happening of certain contingencies as provided in paragraph (b) of this Section 6, (ii) that whenever the Corporation is required to purchase any shares of Second Series Stock pursuant to the provisions of Section 3 hereof, the conversion rights of the holder of such shares shall terminate as to the shares to be purchased thereunder as provided in said Section 3, (iii) that in the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or the sale, transfer or other disposition, with or without a dissolution of the Corporation, of all or substantially all of its property, assets or business as a result of which sale, transfer or other disposition, cash only shall be payable or distributable to the holders of the Common Stock, the conversion rights of the holders of Shares of the Second Series shall terminate on such date as shall be fixed by the Board of Directors, not less than 30 days after the mailing to such holders of the notice required by paragraph (g) of this Section 6, and (iv) that if not previously terminated as herein provided, the conversion rights of the holders of shares of the Second Series shall terminate on January 1, 1988. The transfer books of the Corporation shall not be closed at any time prior to the termination of the conversion right of the holders of Second Series Stock, but this provision shall not prevent the fixing of a record date for the determination of shareholders for any proper purpose. "Common Stock", as such term is used herein, shall mean stock of the Corporation of any class, whether now or hereafter authorized, which has the right to participate in the distribution of either earnings or assets of the Corporation without limit as to the amount or percentage; provided, however, that Common Stock issuable upon conversion of Second Series Stock as herein provided shall mean only Common Stock authorized at the time of original issue of the Second Series Stock and stock of any other class into which the then authorized Common Stock may thereafter have been changed. In determining the number of shares of Common Stock outstanding at any particular time, for the purpose of computations pursuant to the formula in the following paragraph (b), there shall be included all Common Stock then owned of record or beneficially by the Corporation and Common Stock issuable in respect of any then outstanding scrip certificates representing fractional interests with respect to Common Stock. (b) The conversion rate shall be subject to adjustment as follows: (1) In case the Corporation shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Corporation, the conversion rate in effect immediately prior thereto shall be adjusted as provided below so that the holder of any share of Second Series Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of the Corporation which he would have owned or have been entitled to receive after 3 the happening of any of the events described above, had such share of Second Series Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (1) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (2) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price (as hereinafter defined) per share of Common Stock at the record date mentioned below, the number of shares of Common Stock into which each share of Second Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Second Series Stock was theretofore convertible by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. (3) In case the Corporation shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions to the extent permitted by Section 2 of the General Terms of the Series Preferred Stock) or rights or warrants to subscribe for or purchase securities issued by the Corporation or property of the Corporation (excluding those referred to in subparagraph (2) above), then in each such case the number of shares of Common Stock into which each share of Second Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Second Series Stock was theretofore convertible by a fraction, of which the numerator shall be the current market price per share of Common Stock on the date of such distribution, and of which the denominator shall be such current market price per share of the Common Stock, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution. If any such rights or warrants shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Corporation upon the exercise thereof, the conversion rate then applicable shall, forthwith upon any such increase becoming effective, be readjusted to reflect such increase, provided that the conversion rate shall not be increased as a result of any such readjustment to a rate higher than it would have been if such rights or warrants had never been issued. If any such rights or warrants shall expire without having been exercised, the conversion rate as theretofore adjusted because of the issue of such rights or warrants shall forthwith be readjusted to the conversion rate which would have been in effect had an adjustment been made on the basis that the only rights or warrants, so issued or sold, were those rights or warrants actually exercised and that with respect to any such rights or warrants to subscribe for or purchase securities issued by the Corporation, other than Common Stock, or property of the Corporation the fair market value thereof shall be the fair market value of the rights or warrants actually exercised. 4 For the purpose of any computation under this paragraph (b) the current market price per share of Common Stock at any date shall be deemed to be the arithmetic average of the daily closing prices for the thirty consecutive business days commencing forty-five business days before the day in question. The closing price for each day shall be, in the event that the Common Stock is listed or admitted for trading on a national securities exchange, the last reported sale price regular way or, in case no such reported sale takes place on such day, the arithmetic average of the reported closing bid and asked prices regular way, in either case, as reported on the applicable consolidated or composite tape, or if not listed or admitted to trading on any national securities exchange, the arithmetic average of the closing bid and asked prices as furnished by any New York Stock Exchange, Inc. firm selected from time to time by the Corporation for this purpose. No adjustments in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least one one-hundredth of a share; provided, however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (b) shall be made to the nearest cent or to the nearest one one-hundredth of a share as the case may be. (c) No adjustment of the conversion rate shall be made as a result of or in connection with the issuance of Common Stock of the Corporation pursuant to options or stock purchase agreements now or hereafter granted or entered into with officers or employees of the Corporation or its subsidiaries in connection with their employment, whether entered into at the beginning of the employment or at any time thereafter. (d) In case of any capital reorganization of the Corporation, or in case of the consolidation or merger of the Corporation with or into another corporation, or in case of the sale, transfer or other disposition of all or substantially all of the property, assets or business of the Corporation as a result of which sale, transfer or other disposition property other than cash shall be payable or distributable to the holders of the Common Stock, each share of Second Series Stock shall thereafter be convertible into the number and class of shares or other securities or property of the Corporation, or of the corporation resulting from such consolidation or merger or to which such sale, transfer or other disposition shall have been made, to which the Common Stock otherwise issuable upon conversion of such share of Second Series Stock would have been entitled upon such reorganization, consolidation, merger, or sale, transfer or other disposition if outstanding at the time thereof; and in any such case appropriate adjustment, as determined by the Board or Directors, shall be made in the application of the provisions set forth in this Section 6 with respect to the conversion rights thereafter of the holders of the Second Series Stock to the end that such provisions shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or securities or other property thereafter issuable or deliverable upon the conversion of Second Series Stock. Proper provision shall be made as a part of the terms of any such consolidation, merger or sale, transfer or other disposition whereby the conversion rights of the holders of Second Series Stock shall be protected and preserved in accordance with the provisions of this paragraph (d). The provisions of this paragraph (d) shall similarly apply to successive capital reorganizations, consolidations, mergers, sales, transfers or other dispositions of property as aforesaid. (e) Upon conversion of any shares of Second Series Stock, no payment or adjustment shall be made on account of dividends accrued, whether or not in arrears, on such shares or on account of dividends declared and payable to holders of Common Stock of record on a date prior to the date of conversion. (f) Whenever the conversion rates shall be adjusted as provided in paragraph (b) of this Section 6 the Corporation, as soon as practicable and in no event later than ten full business days thereafter, shall file with the Transfer Agent a statement, signed by the President, and Vice President or the Treasurer of the Corporation, stating the adjusted conversion rates determined as provided in said paragraph (b) and setting forth in reasonable detail the facts requiring such adjustment, and shall promptly mail a copy of such statement to each holder of Second Series Stock at his address then appearing on the record books of the Corporation. The Transfer Agent shall be 5 fully protected in relying on such statement and shall be under no duty to examine into the truth or accuracy thereof. If any question shall at any time arise with respect to the adjusted conversion rates, such question shall be determined by a firm of independent public accountants selected by the Corporation, who may be the Corporation's auditors, and acceptable to the Transfer Agent, and such determination shall be binding upon the Corporation and the holders of such shares. (g) In case the Corporation shall propose to pay any dividend in stock upon its Common Stock or to make any other distribution, other than cash dividends, to the holders of its Common Stock; or (2) the Corporation shall propose to offer to the holders of its Common Stock rights to subscribe to any additional shares of any class or any other rights or options; or (3) the Corporation shall propose to effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding Common Stock), or to effect any capital reorganization, or shall propose to consolidate with or merge into another corporation, or to sell, transfer or otherwise dispose of all or substantially all of its property, assets or business; or (4) the Corporation shall propose to liquidate, dissolve or wind up; then, in each such case, the Corporation shall file with the Transfer Agent for Second Series Stock and shall mail to the holders of record of Second Series Stock at their respective addresses then appearing on the record books of the Corporation notice of such proposed action, such notice to be filed and mailed at least 10 days, if the proposed action is that referred to in subparagraph (1) or (2) above, and at least 30 days, if the proposed action is that referred to in subparagraph (3) or (4) above, prior to the record date for the purpose of determining holders of the Common Stock entitled to the benefits of the action referred to in subparagraph (1) or (2) or to vote with respect to the action referred to in subparagraph (3) or (4) or, if no record date is taken for any such purpose, the date of the taking of such proposed action. Such notice shall specify the date on which the books of the Corporation shall close, or a record be taken, for such stock dividend, distribution of such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, liquidation, dissolution or winding up shall take place, as the case may be, and the date of participation therein by the holders of Common Stock if any such date is to be fixed. If such notice relates to any proposed action referred to in subparagraph (3) or (4) above, it shall set forth facts with respect thereto as shall be reasonably necessary to inform the Transfer Agent and the holders of such shares as to the effect of such action upon their conversion rights. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice, pursuant to this paragraph (g), shall not affect the legality or validity of any adjustment, dividend, distribution or right referred to herein. (h) In order to convert shares of Second Series Stock into Common Stock, the holder thereof shall surrender at the office of the Transfer Agent the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice to the Corporation at said office that he elects to convert such shares and shall state in writing therein the name or names (with addresses) in which he wishes the certificate or certificates for Common Stock to be issued. Shares of Second Series Stock shall be deemed to have been converted on the date of the surrender of such certificate or certificates for shares for conversion as provided above, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date. As soon as practicable on or after the date of conversion as aforesaid, the Corporation will issue and deliver at said office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with cash in lieu of any fraction of a share, as hereinafter in paragraph (j) provided, to the person or persons entitled to receive the same. 6 The Corporation will pay any and all federal or state original issue taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of Second Series Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Second Series Stock so converted were registered, and no issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation either that such tax has been paid or that no such tax is payable. (i) Shares of Second Series Stock converted into Common Stock shall be deemed to have been acquired by the Corporation for the purposes of Section 5(b); of the General Terms of the Series Preferred Stock, except that such shares may not be reissued as shares of the Second Series. (j) The Corporation shall not issue fractional shares of Common Stock upon any conversion of shares of Second Series Stock. As to any final fraction of a share which the holder of one or more shares of Second Series Stock would be entitled to receive upon exercise of his conversion right, the Corporation shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the last sale price (or bid price if there were no sales) per share of Common Stock on the applicable consolidated or composite tape on the business day which next precedes the day of exercise or, if such Common Stock is not then listed on any national securities exchange, of the market price per share (as determined in a manner prescribed by the Board of Directors of the Corporation) at the close of business on the business day which next precedes the day of exercise. (k) The Corporation shall at all times have authorized and unissued, or in its treasury, a number of shares of Common Stock sufficient for the conversion of all shares of Second Series Stock at the time outstanding. If any shares of Common Stock require registration with or approval of any governmental authority under any Federal or State law, before such shares may be validly issued upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval as the case may be. The Corporation warrants that all Common Stock issued upon conversion of shares of Second Series Stock will upon issue be fully paid and non-assessable by the Corporation and free from original issue taxes. 7. Other Provisions or Rights. The shares of the Second Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the Second Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 8. Definitions. The terms defined in the General Terms of the Series Preferred Stock shall have the same meaning in these Resolutions unless otherwise defined herein. 7 APPLICANT'S ACC'T NO DSCB:BCL-602 (Rev. 8-72) ------------------------------ (Line for numbering) Filing Fee: $40 366234 AB-2 Statement Affecting Class COMMONWEALTH OF PENNSYLVANIA or Series of Shares- DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU -------------------------------------------------------------------------------- ------------------------------------ Filed this 2nd day of -------- -------- May , 1978 ---------------------- ------ Commonwealth of Pennsylvania Department of State /s/ Barton A. Fields fmk/he Secretary of the Commonwealth ------------------------------------- (Box for Certification) In compliance with the requirements of section 602 of the Business Corporation Law, act of May 5, 1933 (P. L. 364)(15 P. S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. (Check and complete one of the following): / / The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: /x/ The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 74,000 shares. --------- 4. (Check and complete one of the following): /x/ The resolution was adopted by the Board of Directors of the corporation at a duly called meeting held on the 18th day of October, 1977 ---- ------- --- The resolution was adopted by a consent or consents in writing dated the ___________ day of _________, 19__, signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 2nd day of May, 1978. --- --- ---- UGI CORPORATION ---------------------------- (NAME OF CORPORATION) By: ARTHUR E. BONE ---------------------------- (SIGNATURE) Arthur E. Bone, President ---------------------------- (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest: GEORGE S. WEBSTER --------------------------- (SIGNATURE) George S. Webster Assistant Secretary --------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) (CORPORATE SEAL) EXHIBIT A RESOLUTIONS OF THE BOARD OF DIRECTORS OF UGI CORPORATION FOR THE ESTABLISHMENT OF SERIES PREFERRED STOCK, $6.75 SERIES (WITHOUT PAR VALUE) RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 74,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $6.75 Series (hereinafter called "Third Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Third Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Third Series shall be $6.75 per share per annum. Dividends on all shares of the Third Series shall be cumulative from the date of initial issue of such shares. 2. Redemptions. The shares of the Third Series shall not be redeemable. 3. Liquidation Rights. The amounts payable upon the shares of the Third Series in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be $100.00 per share plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 4. CONVERSION RIGHTS. (a) The holder of any share or shares of the Third Series (hereinafter sometimes called the "Third Series Stock") shall have the right to convert, subject to the provisions of this Section 4, any such share or shares into fully paid and non-assessable shares of Common Stock (calculated as to each conversion to the nearest one one-hundredth of a share) of the Corporation at the basic conversion rate of four shares of Common Stock for each share of Third Series Stock; provided, however (i) that such conversion rate shall be subject to adjustment upon the happening of certain contingencies as provided in paragraph (b) of this Section 4, and (ii) that in the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or the sale, transfer or other disposition, with or without a dissolution of the Corporation, of all or substantially all of its property, assets or business as a result of which sale, transfer or other disposition, cash only shall be payable or distributable to the holders of the Common Stock, the conversion rights of the holders of Shares of the Third Series shall terminate on such date as shall be fixed by the Board of Directors, not less than 30 days after the mailing to such holders of the notice required by paragraph (g) of this Section 4. The transfer books of the Corporation shall not be closed at any time prior to the termination of the conversion right of the holders of Third Series Stock, but this provision shall not prevent the fixing of a record date for the determination of shareholders for any proper purpose. "Common Stock", as such term is used herein, shall mean stock of the Corporation of any class, whether now or hereafter authorized, which has the right to participate in the distribution of either earnings or assets of the Corporation without limit as to the amount or percentage; provided, however, that Common Stock issuable upon conversion of Third Series Stock as herein provided shall mean only Common Stock authorized at the time of original issue of the Third Series Stock and stock of any other class into which the then authorized Common Stock may thereafter have been changed. In determining the number of shares of Common Stock outstanding at any particular time, for the purpose of computations pursuant to the formula in the following paragraph (b), there shall be included all Common Stock then owned of record or beneficially by the Corporation and Common Stock issuable in respect of any then outstanding scrip certificates representing fractional interests with respect -2- to Common Stock. (b) The conversion rate shall be subject to adjustment as follows: (1) In case the Corporation shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Corporation, the conversion rate in effect immediately prior thereto shall be adjusted as provided below so that the holder of any share of Third Series Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above, had such share of Third Series Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (1) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (2) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price (as hereinafter defined) per share of Common Stock record date mentioned below, the number of shares of Common Stock at the into which each share of Third Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Third Series Stock was theretofore convertible by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price. Such adjustment shall be made whenever such rights or -3- warrants are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. (3) In case the Corporation shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions to the extent permitted by Section 2 of the General Terms of the Series Preferred Stock) or rights or warrants to subscribe for or purchase securities issued by the Corporation or property of the Corporation (excluding those referred to in subparagraph (2) above), then in each such case the number of shares of Common Stock into which each share of Third Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Third Series Stock was theretofore convertible by a fraction, of which the numerator shall be the current market price per share of Common Stock on the date of such distribution, and of which the denominator shall be such current market price per share of the Common Stock, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution. If any such rights or warrants shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Corporation upon the exercise thereof, the conversion rate then applicable shall, forthwith upon any such increase becoming effective, be readjusted to reflect such increase, provided that the conversion rate shall not be increased as a result of any such readjustment to a rate higher than it would have been if such rights or warrants had never been issued. If any such rights or warrants shall expire without having been exercised, the conversion rate as theretofore adjusted because of the issue of such rights or warrants shall forthwith be readjusted to the conversion rate which -4- would have been in effect had an adjustment been made on the basis that the only rights or warrants, so issued or sold, were those rights or warrants actually exercised and that with respect to any such rights or warrants to subscribe for or purchase securities issued by the Corporation, other than Common Stock, or property of the Corporation the fair market value thereof shall be the fair market value of the rights or warrants actually exercised. For the purpose of any computation under this paragraph (b) the current market price per share of Common Stock at any date shall be deemed to be the arithmetic average of the daily closing prices for the thirty consecutive business days commencing forty-five business days before the day in question. The closing price for each day shall be, in the event that the Common Stock is listed or admitted for trading on a national securities exchange, the last reported sale price regular way or, in case no such reported sale takes place on such day, the arithmetic average of the reported closing bid and asked prices regular way, in either case, as reported on the applicable consolidated or composite tape, or if not listed or admitted to trading on any national securities exchange, the arithmetic average of the closing bid and asked prices as furnished by any New York Stock Exchange, Inc. firm selected from time to time by the Corporation for this purpose. No adjustment in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least one one- hundredth of a share; provided, however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (b) shall be made to the nearest cent or to the nearest one one-hundredth of a share as the case may be. (4) In case the Corporation shall exercise its option under paragraph (1) of this Section 4 to convert all shares of the Third Series Stock into Common Stock without any action on the part of the holders thereof, the number of shares of Common Stock into which each share of Third Series Stock shall thereupon be converted shall be the greater of (i) the basic conversion rate as adjusted as otherwise provided in this paragraph (b) of this Section 4, or (ii) the quotient of a fraction, of which the -5- numerator shall be $100.00 and of which the denominator shall be the current market price per share of Common Stock on the date of exercise of such option, determined as provided in subparagraph (3) of this paragraph (b). For the purposes of this subparagraph (4) the $100.00 amount set forth in the numerator of the fraction shall be adjusted appropriately to reflect any subdivision, combination or similar reclassification of the Common Stock. (c) No adjustment of the conversion rate shall be made as a result of or in connection with the issuance of Common Stock of the Corporation pursuant to options or stock purchase agreements now or hereafter granted or entered into with officers or employees of the Corporation or its subsidiaries in connection with their employment, whether entered into at the beginning of the employment or at any time thereafter. (d) In case of any capital reorganization of the Corporation, or in case of the consolidation or merger of the Corporation with or into another corporation, or in case of the sale, transfer or other disposition of all or substantially all of the property, assets or business of the Corporation as a result of which sale, transfer or other disposition property other than cash shall be payable or distributable to the holders of the Common Stock, each share of Third Series Stock shall thereafter be convertible into the number and class of shares or other securities or property of the Corporation, or of the corporation resulting from such consolidation or merger or to which such sale, transfer or other disposition shall have been made, to which the Common Stock otherwise issuable upon conversion of such share of Third Series Stock would have been entitled upon such reorganization, consolidation, merger, or sale, transfer or other disposition if outstanding at the time thereof; and in any such case appropriate adjustment, as determined by the Board of Directors, shall be made in the application of the provisions set forth in this Section 4 with respect to the conversion rights thereafter of the holders of the Third Series Stock to the end that such provisions shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or securities or other property thereafter issuable or deliverable upon the conversion of Third Series Stock. Proper provision shall be made as a part of the terms of any such consolidation, merger or sale, transfer or other disposition whereby the conversion rights of the holders of Third Series Stock shall be protected and preserved in accordance with the provisions of this paragraph (d). The provisions of this paragraph (d) shall similarly apply -6- to successive capital reorganizations, consolidations, mergers, sales, transfers or other dispositions of property as aforesaid. (e) Upon conversion of any shares of Third Series Stock, no payment or adjustment shall be made on account of dividends accrued, whether or not in arrears, on such shares or on account of dividends declared and payable to holders of Common Stock of record on a date prior to the date of conversion. (f) Whenever the conversion rates shall be adjusted as provided in paragraph (b) of this Section 4 the Corporation, as soon as practicable and in no event later than ten full business days thereafter, shall file with the Transfer Agent a statement, signed by the President, any Vice President or the Treasurer of the Corporation, stating the adjusted conversion rates determined as provided in said paragraph (b) and setting forth in reasonable detail the facts requiring such adjustment, and shall promptly mail a copy of such statement to each holder of Third Series Stock at his address then appearing on the record books of the Corporation. The Transfer Agent shall be fully protected in relying on such statement and shall be under no duty to examine into the truth or accuracy thereof. If any question shall at any time arise with respect to the adjusted conversion rates, such question shall be determined by a firm of independent public accountants selected by the Corporation, who may be the Corporation's auditors, and acceptable to the Transfer Agent, and such determination shall be binding upon the Corporation and the holders of such shares. (g) In case: (1) the Corporation shall propose to pay any dividend in stock upon its Common Stock or to make any other distribution, other than cash dividends, to the holders of its Common Stock; or (2) the Corporation shall propose to offer to the holders of its Common Stock rights to subscribe to any additional shares of any class or any other rights or options; or (3) the Corporation shall propose to effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding Common Stock), or to effect any capital reorganization, or shall propose to consolidate with or merge into another corporation, or to sell, transfer -7- or otherwise dispose of all or substantially all of its property, assets or business; or (4) the Corporation shall propose to liquidate, dissolve or wind up; then, in each such case, the Corporation shall file with the Transfer Agent for Third Series Stock and shall mail to the holders of record of Third Series Stock at their respective addresses then appearing on the record books of the Corporation notice of such proposed action, such notice to be filed and mailed at least 10 days, if the proposed action is that referred to in subparagraph (1) or (2) above, and at least 30 days, if the proposed action is that referred to in subparagraph (3) or (4) above, prior to the record date for the purpose of determining holders of the Common Stock entitled to the benefits of the action referred to in subparagraph (1) or (2) or to vote with respect to the action referred to in subparagraph (3) or (4) or, if no record date is taken for any such purpose, the date of the taking of such proposed action. Such notice shall specify the date on which the books of the Corporation shall close, or a record be taken, for such stock dividend, distribution of such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, liquidation, dissolution or winding up shall take place, as the case may be, and the date of participation therein by the holders of Common Stock if any such date is to be fixed. If such notice relates to any proposed action referred to in subparagraph (3) or (4) above, it shall set forth facts with respect thereto as shall be reasonably necessary to inform the Transfer Agent and the holders of such shares as to the effect of such action upon their conversion rights. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice, pursuant to this paragraph (g), shall not affect the legality or validity of any adjustment, dividend, distribution or right referred to herein. (h) In order to convert shares of Third Series Stock into Common Stock, the holder thereof shall surrender at the office of the Transfer Agent the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice to the Corporation at said office that he elects to convert such shares and shall state in writing therein the name or names (with addresses) in which he wishes the certificate or certificates for Common Stock to be issued. Shares of Third Series Stock shall be deemed to have been converted on the date of the surrender of such certificate or -8- certificates for shares for conversion as provided above, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date. As soon as practicable on or after the date of conversion as aforesaid, the Corporation will issue and deliver at said office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with cash in lieu of any fraction of a share, as hereinafter in paragraph (j) provided, to the person or persons entitled to receive the same. The Corporation will pay any and all federal or state original issue taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of Third Series Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Third Series Stock so converted were registered, and no issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation either that such tax has been paid or that no such tax is payable. (i) Shares of Third Series Stock converted into Common Stock shall be deemed to have been acquired by the Corporation for the purposes of Section 5(b) of the General Terms of the Series Preferred Stock, except that such shares may not be reissued as shares of the Third Series. (j) The Corporation shall not issue fractional shares of Common Stock upon any conversion of shares of Third Series Stock. As to any final fraction of a share which the holder of one or more shares of Third Series Stock would be entitled to receive upon exercise of his conversion right, the Corporation shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the last sale price (or bid price if there were no sales) per share of Common Stock on the applicable consolidated or composite tape on the business day which next precedes the day of exercise or, if such Common Stock is not then listed on any national securities exchange, of the market price per share (as determined in a manner prescribed by the Board of Directors of the Corporation) at the close of business on the business day which next precedes the day of exercise. -9- (k) The Corporation shall at all times have authorized and unissued, or in its treasury, a number of shares of Common Stock sufficient for the conversion of all shares of Third Series Stock at the time outstanding. If any shares of Common Stock require registration with or approval of any governmental authority under any Federal or State law, before such shares may be validly issued upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval as the case may be. The Corporation warrants that all Common Stock issued upon conversion of shares of Third Series Stock will upon issue be fully paid and non-assessable by the Corporation and free from original issue taxes. (l) The Corporation may, at its option expressed by resolution of its Board of Directors, convert all, but not less than all, shares of the Third Series Stock into Common Stock, without any action on the part of the holders thereof, subject to the following terms and conditions: (1) Upon the adoption of such a resolution the Corporation shall file with the Transfer Agent for Third Series Stock and shall mail to the holders of record of Third Series Stock at their respective addresses then appearing on the record books of the Corporation notice of such action. Failure to file any notice, or any defect in any notice, pursuant to this subparagraph (1), shall not affect the legality or validity of any conversion referred to herein. (2) The adoption of such a resolution shall have the same effect for the purposes of this Section 4 as the surrender at the office of the Transfer Agent of duly endorsed certificates for all shares of the Third Series Stock with written notice by each holder thereof that he elects to convert such shares, except that shares of the Third Series Stock shall be deemed to have been converted on the quarter-annual dividend payment date (which shall not be prior to January 1, 1988 and which shall be at least 10 days subsequent to the date of adoption of the resolution of the Board of Directors effecting the conversion) specified in such resolution (hereinafter called the "conversion date"). -10- (3) As promptly as practicable after the conversion date each holder of an outstanding certificate or certificates theretofore representing shares of Third Series Stock shall surrender the same to the Transfer Agent, and such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of whole shares of Common Stock into which the shares of Third Series Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as aforesaid, together with cash in lieu of any fraction of a share, as provided in paragraph (j) above. Dividends payable after the conversion date to holders of record in respect of such shares of Common Stock shall not be paid to holders of such certificates until such certificates are surrendered for exchange as aforesaid. Accruals of dividends will not bear interest. In the event any such certificate is not so surrendered for exchange within two years after the conversion date, the shares of Common Stock represented thereby shall be sold and the net proceeds of such sale shall be held for the holders of the unsurrendered certificates to be paid to them without interest upon surrender of such certificates. From and after any such sale, the sole right of the holders of such unsurrendered certificates shall be to collect the net sales proceeds for their accounts, together with dividends, if any, payable in respect of the shares of Common Stock represented thereby between the conversion date and the date of such sale. 5. Other Provisions or Rights. The shares of the Third Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the Third Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 6. Definitions. The terms defined in the General Terms of the Series Preferred Stock shall have the same meaning in these Resolutions unless otherwise defined herein. -11- APPLICANT'S ACC'T NO. ------------------------------ Filed this 21st day of DSCB:BCL-602 (Rev. 8-72) June, 1979 ----------------------- Commonwealth of Pennsylvania (Line for numbering) Department of State Filing Fees $48 AB-2 366234 /s/ Ethel D. Allen, D.O. Statement Affecting Class COMMONWEALTH OF or Series of Shares-- PENNSYLVANIA Secretary of the Commonwealth Domestic Business DEPARTMENT OF STATE ------------------------------- Corporation CORPORATION BUREAU (Box for Certification) ------------------------------------------------ In compliance with the requirements of section 602 of the Business Corporation Law act of May 5, 1933 (P. L. 364) (15 P. S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI Corporation -------------------------------------------------------------------------------- 2. (Check and complete one of the following): [_] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: [X] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 150,000 shares. 4. (Check and complete one of the following): XX The resolution was adopted by the Board of Directors of the corporation as a duly called meeting held on the 27th day of March, 1979. DSCB:BCL--602 (Rev. 8-72)-2 [ ] The resolution was adopted by a consent of consents in writing dated the _________________________ day of ______________, 19____, signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 15th day of June, 1979. UGI Corporation ---------------------------------------- (NAME OF CORPORATION) By: /s/ Charles L. Ladner ---------------------------------------- (SIGNATURE) Charles L. Ladner Senior Vice President-Finance ---------------------------------------- (TITLE PRESIDENT, VICE PRESIDENT, ETC) Attest: /s/ Carol A. Trout -------------------------- (SIGNATURE) Carol A. Trout -------------------------- (TITLE SECRETARY) (CORPORATE SEAL) EXHIBIT A APPROVAL TO INCREASE AUTHORIZED SHARES OF $6.75 SERIES PREFERRED STOCK. -------------------------------- RESOLVED, that this Board of Directors, pursuant to the authority granted to and vested in it by this Company's Amended and Restated Articles of Incorporation, hereby increases the number of shares of the Series Preferred Stock established and designed as Series Preferred Stock, $6.75 Series, from 74,000 to 150,000 shares. APPLICANT'S ACC'T NO. ----------------------------- Filed this 17th day of DSCB:BCL-602 (Rev. 8-72) June, 1980 ------------------------ Commonwealth of Pennsylvania (Line for numbering) Department of State Filing Fee: $48 AB-2 366234 /s/ William R. Davis Statement Affecting Class COMMONWEALTH OF or Series of Shares-- PENNSYLVANIA Secretary of the Commonwealth Domestic Business DEPARTMENT OF STATE slg Corporation CORPORATION BUREAU ----------------------------- -------------------------------------------------- (Box for Certification) In compliance with the requirements of section 602 of the Business Corporation Law act of May 5, 1933 (P. L. 364) (15 P. S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI Corporation -------------------------------------------------------------------------------- 2. (Check and complete one of the following): [ ] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: [X] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 55,000 shares. 4. (Check and complete one of the following): XX The resolution was adopted by the Board of Directors of the corporation at a duly called meeting held on the 22nd day of April, 1980. DSCB:BCL--602 (Rev. 8-72)-2 The resolution was adopted by a consent of consents in writing dated the _________________________ day of ______________, 19____, signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 20th day of May, 1980. UGI Corporation -------------------------------------- (NAME OF CORPORATION) By: /s/ Walter F. X. Healy -------------------------------------- (SIGNATURE) Vice President -------------------------------------- (TITLE PRESIDENT, VICE PRESIDENT, ETC) Attest: /s/ Carol A. Trout ------------------------------------------- (SIGNATURE) Carol A. Trout ------------------------------------------- (TITLE SECRETARY, ASSISTANT SECRETARY, ETC) (CORPORATE SEAL) RESOLUTIONS OF THE BOARD OF DIRECTORS OF UGI CORPORATION FOR THE ESTABLISHMENT OF SERIES PREFERRED STOCK, $9.00 SERIES (WITHOUT PAR VALUE) RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 55,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $9.00 Series (hereinafter called "Fourth Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Fourth Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Fourth Series shall be $9.00 per share per annum. Dividends on all shares of the Fourth Series shall be cumulative from the date of initial issue of such shares. 2. Redemptions. The shares of the Fourth Series shall not be redeemable. 3. Liquidation Rights. The amounts payable upon the shares of the Fourth Series in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be $100.00 per share plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 4. Conversion Rights. (a) The holder of any share or shares of the Fourth Series (hereinafter sometimes called the "Fourth Series Stock") shall have the right to convert, subject to the provisions of this Section 4, any such share or shares into fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest one one-hundredth of a share) of the Corporation at the basic conversion rate of three shares of Common Stock for each share of Fourth Series Stock; provided, however (i) that such conversion rate shall be subject to adjustment upon the happening of certain contingencies as provided in paragraph (b) of this Section 4, and (ii) that in the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or the sale, transfer or other disposition, with or without a dissolution of the Corporation, of all or substantially all of its property, assets or business as a result of which sale, transfer or other disposition, cash only shall be payable or distributable to the holders of the Common Stock, the conversion rights of the holders of Shares of the Fourth Series shall terminate on such date as shall be fixed by the Board of Directors, not less than 30 days after the mailing to such holders of the notice required by paragraph (g) of this Section 4. The transfer books of the Corporation shall not be closed at any time prior to the termination of the conversion right of the holders of Fourth Series Stock, but this provision shall not prevent the fixing of a record date for the determination of shareholders for any proper purpose. "Common Stock," as such term is used herein, shall mean stock of the Corporation of any class, whether now or hereafter authorized, which has the right to participate in the distribution of either earnings or assets of the Corporation without limit as to the amount or percentage; provided, however, that Common Stock issuable upon conversion of Fourth Series Stock as herein provided shall mean only Common Stock authorized at the time of original issue of the Fourth Series Stock and stock of any other class into which the then authorized Common Stock may thereafter have been changed. In determining the number of shares of Common Stock outstanding at any particular time, for the purpose of computations pursuant to the formula in the following paragraph (b), there shall be included all Common Stock then owned of record or beneficially by the Corporation and Common Stock issuable in respect of any then outstanding scrip certificates representing fractional interests with respect to Common Stock. (b) The conversion rate shall be subject to adjustment as follows: (1) In case the Corporation shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Corporation, the conversion rate in effect immediately prior thereto shall be adjusted as provided below so that the holder of any share of Fourth Series Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above, had such share of Fourth Series Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (1) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (2) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price (as hereinafter defined) per share of Common Stock at the record date mentioned below, the number of shares of Common Stock into which each share of Fourth Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Fourth Series Stock was theretofore convertible by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. -2- (3) In case the Corporation shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions to the extent permitted by Section 2 of the General Terms of the Series Preferred Stock) or rights or warrants to subscribe for or purchase securities issued by the Corporation or property of the Corporation (excluding those referred to in subparagraph (2) above), then in each such case the number of shares of Common Stock into which each share of Fourth Series Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Fourth Series Stock was theretofore convertible by a fraction, of which the numerator shall be the current market price per share of Common Stock on the date of such distribution, and of which the denominator shall be such current market price per share of the Common Stock, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution. If any such rights or warrants shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Corporation upon the exercise thereof, the conversion rate then applicable shall, forthwith upon any such increase becoming effective, be readjusted to reflect such increase, provided that the conversion rate shall not be increased as a result of any such readjustment to a rate higher than it would have been if such rights or warrants had never been issued. If any such rights or warrants shall expire without having been exercised, the conversion rate as theretofore adjusted because of the issue of such rights or warrants shall forthwith be readjusted to the conversion rate which would have been in effect had an adjustment been made on the basis that the only rights or warrants, so issued or sold, were those rights or warrants actually exercised and that with respect to any such rights or warrants to subscribe for or purchase securities issued by the Corporation, other than Common Stock, or property of the Corporation the fair market value thereof shall be the fair market value of the rights or warrants actually exercised. For the purpose of any computation under this paragraph (b) the current market price per share of Common Stock at any date shall be deemed to be the arithmetic average of the daily closing prices for the 30 consecutive business days commencing 45 business days before the day in question. The closing price for each day shall be, in the event that the Common Stock is listed or admitted for trading on a national securities exchange, the last reported sale price regular way or, in case no such reported sale takes place on such day, the arithmetic average of the reported closing bid and asked prices regular way, in either case, as reported on the applicable consolidated or composite tape, or if not listed or admitted to trading on any national securities exchange, the arithmetic average of the closing bid and asked prices as furnished by any New York Stock Exchange, Inc. firm selected from time to time by the Corporation for this purpose. -3- No adjustment in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least one one- hundredth of a share; provided, however, than any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (b) shall be made to the nearest cent or to the nearest one one-hundredth of a share as the case may be. (4) In case the Corporation shall exercise its option under paragraph (1) of this Section 4 to convert all shares of the Fourth Series Stock into Common Stock without any action on the part of the holders thereof, the number of shares of Common Stock into which each share of Fourth Series Stock shall thereupon be converted shall be the greater of (i) the basic conversion rate as adjusted as otherwise provided in this paragraph (b) of this Section 4, or (ii) the quotient of a fraction, of which the numerator shall be $100.00 and of which the denominator shall be the current market price per share of Common Stock on the date of exercise of such option, determined as provided in subparagraph (3) of this paragraph (b). For the purposes of this subparagraph (4), the $100.00 amount set forth in the numerator of the fraction shall be adjusted appropriately to reflect any subdivision, combination or similar reclassification of the Common Stock. (c) No adjustment of the conversion rate shall be made as a result of or in connection with the issuance of Common Stock of the Corporation pursuant to options or stock purchase agreements now or hereafter granted or entered into with officers or employees of the Corporation or its subsidiaries in connection with their employment, whether entered into at the beginning of the employment or at any time thereafter. (d) In case of any capital reorganization of the Corporation, or in case of the consolidation or merger of the Corporation with or into another corporation, or in case of the sale, transfer or other disposition of all or substantially all of the property, assets or business of the Corporation as a result of which sale, transfer or other disposition property other than cash shall be payable or distributable to the holders of the Common Stock, each share of Fourth Series Stock shall thereafter be convertible into the number and class of shares or other securities or property of the Corporation, or of the corporation resulting from such consolidation or merger or to which such sale, transfer or other disposition shall have been made, to which the Common Stock otherwise issuable upon conversion of such share of Fourth Series Stock would have been entitled upon such reorganization, consolidation, merger, or sale, transfer or other disposition if outstanding at the time thereof; and in any such case appropriate adjustment, as determined by the Board of Directors, shall be made in the application of the provisions set forth in this Section 4 with respect to the conversion rights thereafter of the holders of the Fourth Series Stock to the end that such provisions shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or securities or other property thereafter issuable or deliverable upon the conversion of Fourth Series Stock. Proper provision shall be made as a part of the terms of any such consolidation, merger or sale, transfer or other disposition whereby the conversion rights of the holders of Fourth Series Stock shall be protected and preserved in accordance with the provisions of this paragraph (d). The provisions of this paragraph (d) shall similarly apply to successive capital reorganizations, consolidations, mergers, sales, transfers or other dispositions of property as aforesaid. -4- (e) Upon conversion of any shares of Fourth Series Stock, no payment or adjustment shall be made on account of dividends accrued, whether or not in arrears, on such shares or on account of dividends declared and payable to holders of Common Stock of record on a date prior to the date of conversion. (f) Whenever the conversion rates shall be adjusted as provided in paragraph (b) of this Section 4 the Corporation, as soon as practicable and in no event later than ten full business days thereafter, shall file with the Transfer Agent a statement, signed by the President, any Vice President or the Treasurer of the Corporation, stating the adjusted conversion rates determined as provided in said paragraph (b) and setting forth in reasonable detail the facts requiring such adjustment, and shall promptly mail a copy of such statement to each holder of Fourth Series Stock at his address then appearing on the record books of the Corporation. The Transfer Agent shall be fully protected in relying on such statement and shall be under no duty to examine into the truth or accuracy thereof. If any question shall at any time arise with respect to the adjusted conversion rates, such question shall be determined by a firm of independent public accountants selected by the Corporation, who may be the Corporation's auditors, and acceptable to the Transfer Agent, and such determination shall be binding upon the Corporation and the holders of such shares. (g) In case: (1) the Corporation shall propose to pay any dividend in stock upon its Common Stock or to make any other distribution, other than cash dividends, to the holders of its Common Stock; or (2) the Corporation shall propose to offer to the holders of its Common Stock rights to subscribe to any additional shares of any class or any other rights or options; or (3) the Corporation shall propose to effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding Common Stock), or to effect any capital reorganization, or shall propose to consolidate with or merger into another corporation, or to sell, transfer or otherwise dispose of all or substantially all of its property, assets or business; or (4) the Corporation shall propose to liquidate, dissolve or wind up; then, in each such case, the Corporation shall file with the Transfer Agent for Fourth Series Stock and shall mail to the holders of record of Fourth Series Stock at their respective addresses then appearing on the record books of the Corporation notice of such proposed action, such notice to be filed and mailed at least ten days, if the proposed action is that referred to in subparagraph (1) or (2) above, and at least 30 days, if the proposed action is that referred to in subparagraph (3) or (4) above, prior to the record date for the purpose of determining holders of the Common Stock entitled to the benefits of the action referred to in subparagraph (1) or (2) or to vote with respect to the action referred to in subparagraph (3) or (4) or, if no record date is taken for any such purpose, the date of the taking of such proposed action. Such notice shall specify the date on which the books of the Corporation shall close, or a record be taken, for such stock dividend, distribution of such rights or options, or the -5- date on which such reclassification, reorganization, consolidation, merger, liquidation, dissolution or winding up shall take place, as the case may be, and the date of participation therein by the holders of Common Stock if any such date is to be fixed. If such notice relates to any proposed action referred to in subparagraph (3) or (4) above, it shall set forth facts with respect thereto as shall be reasonably necessary to inform the Transfer Agent and the holders of such shares as to the effect of such action upon their conversion rights. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice, pursuant to this paragraph (g), shall not affect the legality or validity of any adjustment, dividend, distribution or right referred to herein. (h) In order to convert shares of Fourth Series Stock into Common Stock, the holder thereof shall surrender at the office of the Transfer Agent the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice to the Corporation at said office that he elects to convert such shares and shall state in writing therein the name or names (with addresses) in which he wishes the certificate or certificates for Common Stock to be issued. Shares of Fourth Series Stock shall be deemed to have been converted on the date of the surrender of such certificate or certificates for shares for conversion as provided above, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date. As soon as practicable on or after the date of conversion as aforesaid, the Corporation will issue and deliver at said office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with cash in lieu of any fraction of a share, as hereinafter in paragraph (j) provided, to the person or persons entitled to receive the same. The Corporation will pay any and all federal or state original issue taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of Fourth Series Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Fourth Series Stock so converted were registered, and no issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation either that such tax has been paid or that no such tax is payable. (i) Shares of Fourth Series Stock converted into Common Stock shall be deemed to have been acquired by the Corporation for the purposes of Section 5(b) of the General Terms of the Series Preferred Stock, except that such shares may not be reissued as shares of the Fourth Series. (j) The Corporation shall not issue fractional shares of Common Stock upon any conversion of shares of Fourth Series Stock. As to any final fraction of a share which the holder of one or more shares of Fourth Series Stock would be entitled to receive upon exercise of his conversion right, the Corporation shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the last sale price (or bid price if there were no sales) per share of Common Stock on the applicable consolidated or composite tape on the business day which next precedes the day of exercise or, if such Common Stock is not then listed on any national securities exchange, of the market price per share (as determined in a manner prescribed by the Board of Directors of the Corporation) at the close of business on the business day which next precedes the day of exercise. -6- (k) The Corporation shall at all times have authorized and unissued, or in its treasury, a number of shares of Common Stock sufficient for the conversion of all shares of Fourth Series Stock at the time outstanding. If any shares of Common Stock require registration with or approval of any governmental authority under any Federal or State law, before such shares may be validly issued upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval as the case may be. The Corporation warrants that all Common Stock issued upon conversion of shares of Fourth Series Stock will upon issue be fully paid and nonassessable by the Corporation and free from original issue taxes. (l) The Corporation may, at its option expressed by resolution of its Board of Directors, convert all, but not less than all, shares of the Fourth Series Stock into Common Stock, without any action on the part of the holders thereof, subject to the following terms and conditions: (1) Upon the adoption of such a resolution the Corporation shall file with the Transfer Agent for Fourth Series Stock and shall mail to the holders of record of Fourth Series Stock at their respective addresses then appearing on the record books of the Corporation notice of such action. Failure to file any notice, or any defect in any notice, pursuant to this subparagraph (1), shall not affect the legality or validity of any conversion referred to herein. (2) The adoption of such a resolution shall have the same effect for the purposes of this Section 4 as the surrender at the office of the Transfer Agent of duly endorsed certificates for all shares of the Fourth Series Stock with written notice by each holder thereof that he elects to convert such shares, except that shares of the Fourth Series Stock shall be deemed to have been converted on the quarter-annual dividend payment date (which shall not be prior to January 1, 1991 and which shall be at least ten days subsequent to the date of adoption of the resolution of the Board of Directors effecting the conversion) specified in such resolution (hereinafter called the "conversion date"). (3) As promptly as practicable after the conversion date each holder of an outstanding certificate or certificates theretofore representing shares of Fourth Series Stock shall surrender the same to the Transfer Agent, and such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of whole shares of Common Stock into which the shares of Fourth Series Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as aforesaid, together with cash in Lieu of any fraction of a share, as provided in paragraph (j) above. Dividends payable after the conversion date to holders of record in respect of such shares of Common Stock shall not be paid to holders of such certificates until such certificates are surrendered for exchange as aforesaid. Accruals of dividends will not bear interest. In the event any such certificate is not so surrendered for exchange within two years after the conversion date, the shares of Common Stock represented thereby shall be sold and the net proceeds of such sale shall be held for the holders of the unsurrendered certificates to be paid to them without interest upon surrender of such certificates. From and after any such sale, the sole right of the holders of such unsurrendered certificates shall be to collect the net sales proceeds for their accounts, together with dividends, if any, payable in respect of the shares of Common Stock represented thereby between the conversion date and the date of such sale. -7- 5. Other Provisions or Rights. The shares of the Fourth Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the Fourth Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 6. Definitions. The terms defined in the General Terms of the Series Preferred Stock shall have the same meaning in these Resolutions unless otherwise defined herein. -8- PENNSYLVANIA PUBLIC UTILITY COMMISSION Harrisburg, PA 17120 Public Meeting held May 23, 1980 COMMISSIONERS PRESENT: Susan M. Shanaman, Chairman Michael Johnson James H. Cawley Linda C. Taliaferro Securities Certificate of UGI Corporation in S-80044555 the matter of the issuance of Series Preferred Stock, $9.00 Series, not in excess of 54,136 shares. O R D E R BY THE COMMISSION: On April 28, 1980, UGI Corporation filed this securities certificate seeking Commission registration of the issuance of 54,136 shares of $9.00 Series Preferred Stock. Upon obtaining Commission registration, UGI Corporation will transfer the shares to Amerigas, Inc., its wholly-owned subsidiary, for $1.00 with the balance of the stock's worth being handled as UGI Corporation's contribution to the capital of Amerigas, Inc. Amerigas, Inc., in turn, will use the stock in the tax-free acquisition by merger of four industrial gas and welding equipment and supply companies located in Houston and Lubbock, Texas. This proposed issue of preferred stock, which may ultimately be converted into UGI common stock, represents a continuing financial liability to UGI. For this reason, it will be important in future rate proceedings to determine whether or not the continuing liability is offset by earnings sufficient to prevent subsidization of the proposed acquisitions operations by UGI ratepayers. Because of the difficulties inherent in attempting to trace funds it is appropriate to require adequate reporting as a condition to Commission approval. The Commission has examined this securities certificate and determines that the issuance of 54,136 shares of $9.00 Series Preferred Stock appears to be proper for the present and probable future capital needs of UGI Corporation and that the securities certificate should be registered; THEREFORE, IT IS ORDERED: 1. That Securities Certificate of UGI Corporation in the matter of the issuance of Series Preferred Stock, $9.00 Series, not in excess of 54,136 shares, is hereby registered. 2. That UGI Corporation file with us, within 60 days thereafter, a statement setting forth (a) the date or dates of issuance, (b) the total number of shares issued and (c) a detailed list of the total actual issuance expenses. 3. That UGI Corporation annually provide (a) financial statements of AmeriGas, Inc. as supplemental information in UGI's Annual Report to the Commission and (b) such other information as may be required to determine the existence, if any, of subsidy of AmeriGas by UGI ratepayers. 4. This registration is subject to the provisions of Section 1903 (b) of the Public Utility Code, 66 Pa. C.S. Section 1903 (b) BY THE COMMISSION /s/ William P. Thierfelder William P. Thierfelder Secretary ORDER ADOPTED: May 23, 1980 ORDER ENTERED: May 23, 1980 PENNSYLVANIA PUBLIC UTILITY COMMISSION Harrisburg, PA 17120 Public Meeting held May 23, 1980 COMMISSIONERS PRESENT: Susan M. Shanaman, Chairman Michael Johnson James H. Cawley Linda C. Taliaferro Securities Certificate of UGI Corporation in S-80044555 the matter of the issuance of Series Preferred Stock, $9.00 Series, not in excess of 54,136 shares. O R D E R BY THE COMMISSION: On April 28, 1980, UGI Corporation filed this securities certificate seeking Commission registration of the issuance of 54,136 shares of $9.00 Series Preferred Stock. Upon obtaining Commission registration, UGI Corporation will transfer the shares to Amerigas, Inc., its wholly-owned subsidiary, for $1.00 with the balance of the stock's worth being handled as UGI Corporation's contribution to the capital of Amerigas, Inc. Amerigas, Inc., in turn, will use the stock in the tax-free acquisition by merger of four industrial gas and welding equipment and supply companies located in Houston and Lubbock, Texas. This proposed issue of preferred stock, which may ultimately be converted into UGI common stock, represents a continuing financial liability to UGI. For this reason, it will be important in future rate proceedings to determine whether or not the continuing liability is offset by earnings sufficient to prevent subsidization of the proposed acquisitions operations by UGI ratepayers. Because of the difficulties inherent in attempting to trace funds it is appropriate to require adequate reporting as a condition to Commission approval. The Commission has examined this securities certificate and determines that the issuance of 54,136 shares of $9.00 Series Preferred Stock appears to be proper for the present and probable future capital needs of UGI Corporation and that the securities certificate should be registered; THEREFORE, IT IS ORDERED: 1. That Securities Certificate of UGI Corporation in the matter of the issuance of Series Preferred Stock, $9.00 Series, not in excess of 54,136 shares, is hereby registered. 2. That UGI Corporation file with us, within 60 days thereafter, a statement setting forth (a) the date or dates of issuance, (b) the total number of shares issued and (c) a detailed list of the total actual issuance expenses. 3. That UGI Corporation annually provide (a) financial statements of AmeriGas, Inc. as supplemental information in UGI's Annual Report to the Commission and (b) such other information as may be required to determine the existence, if any, of subsidy of AmeriGas by UGI ratepayers. 4. This registration is subject to the provisions of Section 1903 (b) of the Public Utility Code, 66 Pa. C.S. Section 1903(b). BY THE COMMISSION /s/ William P. Thierfelder William P. Thierfelder Secretary ORDER ADOPTED: May 23, 1980 ORDER ENTERED: May 23, 1980 APPLICANT'S ACCT NO [ILLEGIBLE] ------------------------------ (Line for numbering) Filing Fee: $40 366234 AB-2 Statement Affecting Class COMMONWEALTH OF PENNSYLVANIA or Series of Shares- DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU -------------------------------------------------------------------------------- ------------------------------------ Filed this 15th day of ------ -------- December , 19 80 ------------------------- ------ Commonwealth of Pennsylvania Department of State /s/ William R. Davis Secretary of the Commonwealth ------------------------------------- (Box for Certification) In compliance with the requirements of section 602 of the Business Corporation Law, Act of May 5, 1933 (P. L. 364)(15 P. S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. (Check and complete one of the following): /x/ The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: FURTHER RESOLVED, pursuant to the authority granted to it and vested in it by the Company's Amended and Restated Articles of Incorporation, this Board of Directors hereby increases the number of authorized shares of the Company's Series Preferred Stock, $9.00 Series, from 55,000 shares to 205,000 shares and authorizes the issuance of such additional shares. FURTHER RESOLVED, any officer of the Company is hereby authorized to make all payments, sign all documents and take any other action necessary to effect the foregoing. / / The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 205,000 shares. ----------- 4. (Check and complete one of the following): /X/ The resolution was adopted by the Board of Directors of the corporation at a duly called meeting held on the 22nd day of July , 19 80 . --------- --------- ---- The resolution was adopted by a consent or consents in writing dated the _________ day of __________ 19____ signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal duly attested by another such officer to be hereunto affixed this 12th day of ------------ December , 19 80 . ----------------- ----- UGI CORPORATION NAME OF CORPORATION By /s/ Charles L. Ladner SIGNATURE Charles L. Ladner Senior Vice President-Finance [ILLEGIBLE] Attest /s/ Walter F. X. Healy SIGNATURE Walter F. X. Healy Assistant Secretary [ILLEGIBLE] Filing Fee $43 Filed this 7th day of 1B: August, 1981 ____________________________ Commonwealth of Articles of 366234 Pennsylvania Amendment Commonwealth of Pennsylvania Department of Domestic Business Department of State State Corporation Corporation Bureau /s/ William R. Davis --------------------- Secretary of the Commonwealth In compliance with the requirements of section 806 of Business Corporation Law, Act of May 5, 1933 (P.L. 364) (15 P.S. section 1806), the undersigned corporation desiring to and its Articles, does hereby certify that: 1. The name of the Corporation is: UGI Corporation. 2. The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): Box 858 Irwin Building Route 363, North Gulph Road Valley Forge Pennsylvania 19482 3. The Statute by and under which it was incorporated is: "An act authorizing the merger and consolidation of certain corporations" approved May 3, 1909, P.L. 408, and supplements and amendments thereto. 4. The date of its incorporation is August 4, 1925 5. (Check, and if appropriate complete one of the following): _X__ The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time The 18th day of May 1981 Place Valley Forge, Pennsylvania Kind and period of notice Written notice mailed first class, postage prepaid to each shareholder on April 25, 1981. ____ The amendment was adopted by a consent in writing setting forth the action so taken signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the Corporation. 6. At the time of the action of shareholders. a. The total number of shares outstanding was Common - 5,275,170 shares $1.80 Series Preferred - 450,763 b. The number of shares entitled to vote was Common Stock voting separately as a class: 5,275,170 shares entitled to 5,275,170 votes Common Stock and $1.80 Series Preferred Stock voting together: 450,763 shares of $1.80 Series Preferred entitled to 1/4 vote each (112,690.75 votes) plus 5,275,170 shares of Common for a total of 5,387,860.75 votes. DSCB BCL -- 806 (Rev 8-72)2 7. In the action taken by the shareholders (a) The number of shares voted in favor of the amendment was: 3,839,628 shares - Common Stock and 98,169 votes - $1.80 Series Preferred Stock for a total of 3,937,797 votes (b) The number of shares voted against the amendment was: 147,751 shares - Common Stock and no $1.80 Series Preferred Stock for a total of 147,571 votes 8. The amendment adopted by the shareholders, set forth in full, is as follows: RESOLVED, that the first sentence of Article V of the Company's Articles of Incorporation is amended in its entirety to read as follows: "Article V. The aggregate number of shares which the Corporation shall have authority to issue is 24,000,000 shares, divided into 20,000,000 shares of Common Stock, par value $4.50 per share, 2,000,000 shares of Series Preference Stock, without par value, and 2,000,000 shares of Series Preferred Stock, without par value." IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 30th day of July, 1981. UGI CORPORATION ----------------------------------- (NAME OF CORPORATION) Attest: /s/ By: /s/ --------------------------------- ----------------------------------- (SIGNATURE) (SIGNATURE) Assistant Secretary Vice President --------------------------------- ----------------------------------- (TITLE SECRETARY, ASSISTANT (TITLE PRESIDENT, VICE PRESIDENT, SECRETARY, ETC.) ETC.) [UGI CORPORATION SEAL] INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL Section 807 (15 P. S. Section 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation. 366234 [COMMONWEALTH OF PENNSYLVANIA LOGOS] DEPARTMENT OF STATE TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: WHEREAS. In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P.L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and WHEREAS. The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by UGI CORPORATION THEREFORE, KNOW YE. That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. GIVEN under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 7th day of August in the year of our Lord one thousand nine hundred and eighty-one and of the Commonwealth the two hundred and sixth /s/ William R. Davis ----------------------------------------------- Secretary of the Commonwealth dp APPLICANT'S ACC'T NO DSCB BCL-602 (Rev 8-72) Filed this 12 day of May 1986 Filing Fee: $40 AB 2 STATEMENT AFFECTING CLASS OR SERIES OF SHARES-DOMESTIC BUSINESS CORPORATION -------------------------------------- (Line for numbering) 369114 COMMONWEALTH OF PENNSYLVANIA May 12, 1986 DEPARTMENT OF STATE CORPORATION BUREAU Commonwealth of Pennsylvania Department of State /s/ Robert A. Gleason Jr. Secretary of the Commonwealth -------------------------------------------------------------------------------- In compliance with the requirements of section 602 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that. 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. (Check and complete one of the following): [ ] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: [X] The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 120,000 shares. 4. (Check and complete one of the following): [X] The resolution was adopted by the Board of Directors of the corporation at a duly called meeting held on the 29th day of APRIL, 1986. DSCB BCL-602 (Rev. 8-72)-2 The resolution was adopted by a consent or consents in writing dated the ____________________ day of _______________, 19_____, signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 8th day of MAY, 1986. UGI CORPORATION -------------------------------------- (NAME OF CORPORATION) By: /s/ R. Bunn -------------------------------------- (SIGNATURE) R.L. BUNN, SENIOR VICE PRESIDENT -------------------------------------- (TITLE, PRESIDENT, VICE PRESIDENT, ETC) ATTEST /s/ Lon R. Greenberg --------------------------------------------- (SIGNATURE) LON R. GREENBERG, SECRETARY --------------------------------------------- (TITLE, SECRETARY, ASSISTANT SECRETARY, ETC). (CORPORATE SEAL) EXHIBIT A TO MINUTES OF THE BOARD OF DIRECTORS MEETING HELD APRIL 29, 1986 RESOLUTION OF THE BOARD OF DIRECTORS OF UGI CORPORATION ESTABLISHING AND DESIGNATING SERIES A JUNIOR PARTICIPATING PREFERENCE STOCK AS A SERIES OF THE SERIES PREFERENCE STOCK RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of UGI Corporation (the "Corporation") by Article V of the Articles of the Corporation, the Board of Directors hereby fixes and determines the voting rights, designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of the first series of the Series Preference Stock, without par value, which shall consist of 120,000 shares and shall be designated as Series A Junior Participating Preference Stock (the "First Series Preference Stock"). A. General Terms of the Series Preference Stock The following provisions in this Part A (hereinafter referred to as the "General Terms of the Series Preference Stock") shall apply to the First Series Preference Stock and, if and to the extent expressly incorporated by reference in a resolution or resolutions of the Board of Directors or any committee thereof establishing and designating any other series of the Series Preference Stock, to any other Series Preference Stock hereafter issued by the Corporation. The shares of any series of Preference Stock established pursuant to a Board Resolution shall be considered Junior Stock as that term is defined in Section 9 of the Resolutions Adopted by Board of Directors of UGI Corporation at Meeting Held June 3, 1975 (the "Preferred Resolution"). (The resolution or resolutions of the Board of Directors or any committee thereof establishing and designating any series of the Series Preference Stock is hereinafter referred to as the "Board Resolution", except that in the case of the First Series Preference Stock the term Board Resolution shall mean the Special Terms of the First Series Preference Stock hereinafter set forth in Part B of this Resolution.) 1. General. Except as otherwise provided in a Board Resolution, all Series Preference Stock of all series shall be identical to each other. In case, with respect to the Series Preference Stock of all series which rank equally as to payment of dividends and distributions upon liquidation, the stated dividends or the amounts payable upon liquidation established by a Board Resolution, or both, are not paid in full, all Series Preference Stock of such series shall participate ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable thereon if all dividends thereon were declared and paid in full, and, in any distribution of assets other than by way of dividends, in -2- accordance with the sums which would be payable on such distribution if all sums payable thereon to holders os such series of Series Preference Stock were discharged in full. 2. Dividends. The holders of the Series Preference Stock of each series shall be entitled, subject to the preference of the Series Preferred Stock as set forth in Section 2 of the Preferred Resolution, to receive and the Corporation shall be obliged to pay, but only when and as declared by its Board of Directors and only out of funds legally available therefor, cash dividends at such rate or rates per share per annum for each particular series as shall have been fixed by the Board of Directors in the Board Resolution for such series, and no more, payable quarterly on the first day of each January, April, July and October. Such dividends on the Series Preference Stock shall be cumulative from the dates as follows: (a) in the case of shares issued prior to the record date for the initial dividend on shares of the series of which such shares shall constitute a part, then from the date fixed for such purpose by the Board of Directors in the Board Resolution; (b) if issued during the period commencing immediately after the record date for a dividend on shares of such series and terminating at the close of the payment date for such dividend, then from such dividend payment date; and (c) otherwise from the dividend payment date next preceding the date of issue of such shares; provided, however, that in the event dividends on all outstanding Series -3- Preference Stock for all past quarterly dividend periods shall not have been paid and full dividends thereon for the then current dividend period not declared and a sum sufficient for the payment thereof set apart, then such dividends shall be cumulative from the most recent date when all such dividends have been so paid, declared and set aside. Subject to the provisions hereinafter contained in Section 6 of the General Terms of the Series Preference Stock, legally available surplus of the Corporation remaining after dividends on all outstanding Series Preference Stock for all past quarterly periods shall have been paid and full dividends thereon for the then current dividend period declared and a sum sufficient for the payment thereof set apart may be paid to the holders of the Common Stock and other shares ranking junior to the Series Preference Stock with respect to the payment of dividends. 3. REDEMPTION. The Corporation, at the option of its Board of Directors, may redeem all or any of the outstanding Series Preference Stock or all or any shares of any series thereof at any time or from time to time, upon payment in cash in respect of the shares so redeemed at the price fixed by the Board of Directors in the Board Resolution in respect of the series of which such shares shall constitute a part, plus an amount equal to all accumulated and unpaid dividends thereon to the date of -4- redemption, whether or not such dividends shall have been earned or declared (such price, together with an amount equal to all such accumulated and unpaid dividends, being hereinafter called the "redemption price"). Any such redemption shall be in such amount, at such place, and in such manner, as the Board of Directors may determine. In the case of a redemption of less than all the outstanding Series Preference Stock of any series, the particular shares to be so redeemed shall be by lot or by such other equitable method as the Board of Directors shall determine. Not less than 15 days nor more than 90 days prior to the date fixed for such redemption, notice of redemption shall be published once in a newspaper of general circulation published in the Borough of Manhattan, New York, New York, and written notice thereof shall be mailed by the Corporation to the several holders of record of the Series Preference Stock to be so redeemed, at their respective addresses as the same appear upon the books of the Corporation. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in providing moneys at the time and place specified for the payment of the redemption price pursuant to said notice), all dividends on the Series Preference Stock thereby called for redemption shall cease to accrue and all rights of the holders -5- thereof as shareholders in the Corporation, except the right to receive the redemption price, without interest, shall cease and terminate, and such Series Preference Stock shall not be deemed outstanding for any purpose. The Corporation may, however, give or irrevocably authorize the Depositary hereinafter mentioned forthwith to give written notice (in the same manner as the notice of redemption is required to be given as aforesaid) to the holders of all the Series Preference Stock selected for redemption that the redemption price has been or will on a date specified be deposited with a designated bank or trust company, having an office in New York, New York or Philadelphia, Pennsylvania and having capital and surplus of not less than $10,000,000 (the "Depositary"), in trust for the account of the holders of such Series Preference Stock and that such holders may receive in cash the redemption price of such Series Preference Stock from the Depositary on or after the date of such deposit upon the surrender of their share certificates without awaiting the date fixed for redemption. In such event, if the redemption price shall have been so deposited by the Corporation with the Depositary, all rights of the holders of the shares called for redemption, as shareholders of the Corporation, except the right to receive the redemption price, without interest, from the Depositary, shall cease and terminate upon the date of such deposit or the date of the giving of such notice or authority, -6- whichever be later, and such Series Preference Stock shall thereafter not be deemed to be outstanding for any purpose; provided, however, that conversion rights, if any, of shares called for redemption shall terminate at the close of business on the business day next preceding the date fixed for redemption. Any moneys so deposited which shall remain unclaimed by the holders of such Series Preference Stock at the end of five years after the date so fixed for redemption shall be paid by the Depositary to the Corporation, after which the holders of such Series Preference Stock shall look only to the Corporation for payment of the redemption price thereof. Unless otherwise provided by resolution of the Board of Directors, all Series Preference Stock so redeemed by the Corporation shall be cancelled and restored to the status of authorized but unissued Series Preference Stock without series designation. 4. Liquidation. On any voluntary or involuntary liquidation (which shall include dissolution and winding up) of the Corporation, before any payment or distribution shall be made to the holders of any Common Stock or shares of any other class which, with respect to distributions upon liquidation, shall rank junior to the Series Preference Stock, the holders of the Series Preference Stock, subject to the preference of Series Preferred Stock as set forth in Section 3 of the Preferred Resolution, -7- shall be entitled to be paid the amount or amounts fixed therefor by the Board of Directors in the Board Resolution in respect of each outstanding series of Series Preference Stock, which stated amounts may vary as between voluntary and involuntary liquidation distributions, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared. After such payment shall have been made in full to the holders of Series Preference Stock, they shall be entitled to no further payment or distribution. Neither a consolidation or merger of the Corporation with or into any other corporation, nor a merger of any other corporation into the Corporation, nor a reorganization of the Corporation, nor the purchase or redemption of all or part of the outstanding shares of any class or classes of the Corporation, nor a sale, lease, conveyance or other disposition of all or any part of its assets shall be considered a liquidation of the Corporation within the meaning of this Section 4. 5. Voting Rights. Except as herein expressly provided to the contrary or in the Board Resolution or as otherwise required by law, the holders of the Series Preference Stock shall have no right to vote at, or to participate in, any meeting of -8- shareholders of the Corporation, or to receive any notice of such meeting. In the event that dividends upon any of the Series Preference Stock shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of the Series Preference Stock as to which dividends are so in arrears subject to the provisions of Section 7 of the Preferred Resolution, shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings the holders of such Series Preference Stock, voting separately as a class, shall be entitled to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other shareholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series Preference Stock shall continue until all accumulated and unpaid dividends thereon shall have been paid, whereupon all such voting rights of the holders of such Series Preference Stock shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time after the accrual of voting rights to the holders of such Series Preference Stock as aforesaid, a special -9- meeting of the holders of such Series Preference Stock, for the purpose of the initial exercise of such voting rights, shall be held, upon 30 days' notice, upon call by the Secretary of the Corporation at the written request of the holders of not less than 10% of such Series Preference Stock at the time outstanding, or, if the Secretary shall fail or neglect to call such meeting within 30 days after receipt of such request, then upon call by the holders of not less than 10% of such Series Preference Stock at the time outstanding. The terms of office, as directors, of all persons who may be directors of the Corporation, except those directors, if any, elected by the holders of the Series Preferred Stock pursuant to the provisions of Section 7 of the Preferred Resolution, shall terminate upon the election of directors by the holders of the Series Preference Stock. The holders of the Common Stock, subject to the provisions of Section 7 of the Preferred Resolution, shall have the right to elect the remaining directors of the Corporation. So long as the holders of such Series Preference Stock are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of such Series Preference Stock, shall, until the next meeting of shareholders for the election of directors, in each case be filled by the remaining director elected by the holders of such Series Preference Stock. In the event of simultaneous vacancies among directors elected by the -10- holders of Series Preference Stock, an election, pursuant to the provisions of this Section 5 of the General Terms of the Series Preference Stock, shall be held. Upon termination of the voting rights of the holders of such Series Preference Stock the terms of office of all persons who shall have been elected directors of the Corporation by vote of the holders of such Series Preference Stock or by a director elected by such holders shall forthwith terminate, and any vacancies resulting from such termination shall be filled by the vote of a majority of the remaining directors. 6. Restriction on Dividends and Purchase of Stock. (a) So long as any Series Preference Stock of any series shall remain outstanding, no dividend (other than dividends payable in Common Stock or other shares of the Corporation of a class ranking junior to the Series Preference Stock of such series with respect to dividends and distributions upon liquidation) shall be paid on Common Stock or shares of any other class which, with respect to payment of dividends or distributions upon liquidation, shall rank junior to the Series Preference Stock of such series ("junior shares"), nor shall any junior shares be purchased, retired, or otherwise acquired by the Corporation, other than by exchange therefor of junior shares or out of the proceeds of a substantially concurrent sale of junior shares -11- (i) unless all dividends on all outstanding Series Preference Stock of such series for all past quarterly dividend periods shall have been paid and full dividends thereon for the then current quarterly dividend period declared and a sum sufficient for the payment thereof set apart; and (ii) unless the Corporation shall not be in arrears in respect of any sinking fund obligation or obligation of a similar nature with respect to Series Preference Stock of such series or any other series ranking equally therewith with respect to payment of dividends or distributions upon liquidation. (b) So long as any Series Preference Stock of any series shall remain outstanding, unless (i) all dividends on all outstanding Series Preference Stock of such series for all past quarterly dividend periods shall have been paid and full dividends thereon for the then current quarterly dividend period declared and a sum sufficient for the payment thereof set apart and (ii) the Corporation shall not be in arrears in respect of any sinking fund obligation or obligation of a similar nature in respect of Series Preference Stock of such series or any other series ranking equally therewith with respect to payment of dividends and distribution upon liquidation, none of the Series Preference Stock of such series, nor any parity shares, as hereinafter defined, shall be purchased, retired or otherwise -12- acquired by the Corporation (except by redemption of all shares of such series and all parity shares then outstanding, or except in accordance with a purchase or exchange offer made to holders of all shares of such series and all parity shares outstanding which, considering the annual dividend rates and other relative rights and preferences of such shares, in the opinion of the Board of Directors (whose determination shall be conclusive) will result in fair and equitable treatment among all such shares). "Parity shares" as used herein means shares (including shares of Series Preference Stock of other series) ranking equally with the Series Preference Stock of such series with respect to payment of dividends and distributions upon liquidation. 7. Corporate Action Requiring Consent of Series Preference Stock. (a) Majority Consent. Without the consent of the holders of at least a majority of the Series Preference Stock at the time outstanding, given in person or by proxy, either in writing according to law or at a meeting of shareholders called for the purpose, the Corporation shall not (i) authorize any new class of shares, or an increase in the authorized amount of any class of shares, which shall rank equally with the Series Preference Stock with respect to payment of dividends or distributions upon liquidation; provided, however, that if shares of such class -13- would rank equally to one or more but not all of the several series of the Series Preference Stock at the time outstanding, the consent of the holders of a majority of the shares of all series with respect to which shares of such class would rank equally shall be required in lieu of the consent of holders of all Series Preference Stock; or (ii) increase the authorized Series Preference Stock to an amount in excess of 2,000,000; or (iii) merge into or consolidate with any other corporation or corporations or sell, lease or otherwise dispose of all or substantially all of its assets, unless such merger, consolidation, sale, lease or other disposition shall have been ordered, permitted or approved by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 as now in effect or as hereafter amended or by any successor commission. (b) Two-thirds Consent. Without the consent of the holders of at least two-thirds of the Series Preference Stock outstanding, given in person or by proxy, either in writing according to law or at a meeting of shareholders called for the purpose, the Corporation shall not (i) authorize any new class of shares, or an increase in the authorized amount of any class of shares, which will rank prior to the Series Preference Stock with -14- respect to payment of dividends or distributions upon liquidation; or (ii) adopt or effect any amendment to its Articles which would adversely affect the rights or preferences of the Series Preference Stock (except as may be expressly permitted under subsection (a) of this Section 7 with the consent of the holders of a majority of the Series Preference Stock); provided, however, that if any such amendment shall adversely affect the rights or preferences of one or more, but not all, of the several series of Series Preference Stock at the time outstanding, the consent of the holders of at least two-thirds of the shares of all series adversely affected, similarly given, shall be required in lieu of the consent of the holders of two-thirds of the Series Preference Stock. The provisions of this Section 7 shall not prevent the Board of Directors from establishing and designating, without a vote of the holders of the Series Preference Stock, one or more series of the Series Preference Stock which shall rank prior to shares of other series of the Series Preference Stock with respect to payment of dividends or distributions upon liquidations. -15- B. Special Terms of First Series Preference Stock. 1. Dividends and Distributions. (a) The quarterly dividend rate of the shares of First Series Preference Stock shall be the greater of (i) $25.00 or (ii) subject to the provision for adjustment hereinafter set forth 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding quarterly dividend payment date (the "Quarterly Dividend Payment Date"), or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of First Series Preference Stock. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the out-standing Common Stock, then in each such case the amounts to which holders of shares of First Series Preference Stock were entitled immediately prior to such event under clause (i) and clause (ii) of the preceding sentence shall be adjusted -16- by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Corporation shall declare a dividend or distribution on the First Series Preference Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25 per share on the First Series Preference Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 2. Voting Rights. The holders of shares of First Series Preference Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of First Series Preference Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide -17- the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the number of votes per share to which holders of shares of First Series Preference Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided herein or by law, the holders of shares of First Series Preference Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation. 3. Liquidation. (a) Upon any voluntary liquidation, dissolution or winding up of the Corporation and subject to the distributions to be made with respect to Preferred or Preference Stock senior to the First Series Preference Stock, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the First Series Preference Stock unless, prior thereto, the holders -18- of shares of First Series Preference Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "First Series Liquidation Preference"). Following the payment of the full amount of the First Series Liquidation Preference, no additional distributions shall be made to the holders of shares of First Series Preference Stock unless, prior thereto, the holders of shares of Common Stock have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the First Series Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (b) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the First Series Liquidation Preference and the Common Adjustment in respect of all outstanding shares of First Series Preference Stock and Common Stock, respectively, holders of First Series Preference Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such First Series Preference Stock and Common Stock, on a per share basis, respectively. (b) In the event, however, that there are not sufficient assets available to permit payment in full of the -19- First Series Liquidation Preference and the liquidation preferences of all other series of Preferred or Preference Stock, if any, which rank on a parity with the First Series Preference Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (c) In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in reclassification of the outstanding Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 4. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common -20- Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of First Series Preference Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of First Series Preference Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 5. No Redemption. The shares of First Series Preference Stock shall not be redeemable. -21- 6. Ranking. The First Series Preference Stock shall rank junior to all other series of the Corporation's Preferred or Preference Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. 7. Fractional Shares. First Series Preference Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of First Series Preference Stock. -22- APPLICANT'S ACC'T NO. Filed this 23 day of Oct 1986 ------ -------- DSCB BCL--602 ______________________ Commonwealth of Pennsylvania (Rev. 8-72) (Line for numbering) Department of State 369114 Filing Fee: $48 COMMONWEALTH OF /s/ Robert A. Gleason, Jr. A8-2 PENNSYLVANIA Secretary of the Commonwealth Statement Affecting DEPARTMENT OF __________________________________ Class or Series of STATE CORPORATION (Box for Certification) Shares--Domestic BUREAU Business Corporation In compliance with the requirements of section 602 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. Sec.1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI CORPORATION 2. (Check and complete one of the following): / / The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: /X/ The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 200,000 shares. 4. (Check and complete one of the following): /X/ The resolution was adopted by the Executive Committee of the Board of Directors of the corporation at a duly called meeting held on the 21st day of October, 1986. M. BURR KEIM COMPANY, PHILADELPHIA DSCB BCL--602 (Rev. 8-72)-2 The resolution was adopted by a consent or consents in writing dated the ___________ day of ________________, 19___, signed by all of the Directors of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 21st day of October, 1986. UGI CORPORATION -------------------------------- (NAME OF CORPORATION) By: /s/ CHARLES L. LADNER -------------------------------- (SIGNATURE) Charles L. Ladner, Senior Vice President -------------------------------- (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest: /s/ LON R. GREENBERG --------------------------------- (SIGNATURE) Lon R. Greenberg, Secretary --------------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) [CORPORATE SEAL STAMP] EXHIBIT A UGI CORPORATION ESTABLISHMENT OF SERIES PREFERRED STOCK, $8.50 SERIES (WITHOUT PAR VALUE) RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 200,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $8.50 Series (hereinafter called "Fifth Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Fifth Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Fifth Series shall be $8.50 per share per annum. The initial dividend with respect to the Fifth Series shall be payable on January 1, 1987. Dividends on all shares of the Fifth Series shall be cumulative from the date of initial issue of such shares. 2. Optional Redemption. The shares of the Fifth Series shall be subject to redemption in the manner specified in the General Terms of the Series Preferred Stock at the following Redemption Prices per share applicable to the periods indicated:
Redemption Period Price ------------------------------------------------------------------------------- November 1, 1986 to and including September 30, 1991 $ 108.50 October 1, 1991 to and including September 30, 1996 $ 104.25 October 1, 1996 and thereafter $ 100.00
plus in each case, an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption; provided that the Corporation may not, prior to October 1, 1991, redeem any shares of the Fifth Series if such redemption is a part of or in anticipation of any refunding operation involving the application, directly or indirectly, of borrowed funds or the proceeds of an issue of any stock ranking prior to or on a parity with the Fifth Series as to dividends or assets, if such borrowed funds have an effective annual interest cost to the Corporation (calculated in accordance with generally accepted financial practice and without any consideration of income tax effect), or such stock has a dividend cost to the Corporation (so calculated), less than the dividend rate per annum of the Fifth Series. 3. Sinking Fund Redemptions. Subject to any restrictions contained in the General Terms of the Series Preferred Stock, on October 1 of each year, commencing October 1, 1992, the Corporation shall redeem, at $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption, 10,000 shares of the Fifth Series (or such lesser number as is required to redeem all the shares of the Fifth Series outstanding); provided, however, that the obligation to redeem shares of the Fifth Series in any year shall be deferred and shall accrue to following years until fully paid to the extent any such redemption is prohibited by the Amended and Restated Articles of Incorporation of the Corporation or by applicable law. The number of shares scheduled to be redeemed on any redemption date may be reduced, at the option of the Corporation, by crediting for such purpose shares of the Fifth Series purchased, redeemed or acquired otherwise than through the operation of the sinking fund redemption. Shares of the Fifth Series purchased or credited under this Section 3 shall be retired and cancelled, and may be reclassified and reissued as provided in the General Terms of the Series Preferred Stock, except that such shares may not be reissued as shares of the Fifth Series. 4. Liquidation Rights. The amounts payable upon the shares of the Fifth Series in the event of any liquidation, dissolution or winding up of the Corporation shall be: (a) if the event be voluntary, the applicable Redemption Price per share as specified in paragraph 2 of this resolution, and (b) if the event be involuntary, $100 per share; plus in each case an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 5. Other Provisions or Rights. The shares of the Fifth Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the Fifth Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. APPLICANT'S ACCT NO. DSCB BCL-602 (Rev. 8-72) -------------------------------- (Line for numbering) Filing Fee: $40 AB-2 Statement Affecting Class COMMONWEALTH OF PENNSYLVANIA or Series of Shares- DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU -------------------------------------------------------------------------------- ------------------------------------ Filed this day of --------- -------- OCTOBER 28 , 1986 ------------------------- ------ Commonwealth of Pennsylvania Department of State /s/ Robert A. Gleason Jr. Secretary of the Commonwealth ------------------------------------ (Box for Certification) In compliance with the requirements of section 602 of the Business Corporation Law, act of May 5, 1933 (P. L. 364)(15 P. S. Section 1602), the undersigned corporation, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights, and other special rights, if any, of a class or series of a class of its shares, hereby certifies that: 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. (Check and complete one of the following): / / The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof, set forth in full, is as follows: [Illegible Seal Stamp] /x/ The resolution establishing and designating the class or series of shares and fixing and determining the relative rights and preferences thereof is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under the Business Corporation Law with respect thereto, and (c) any other provision of the Articles is 200,000 shares. ------------- 4. (Check and complete one of the following): /x/ The resolution was adopted by the Board of Directors of the corporation at a duly called meeting held on the 28th day of OCTOBER , 1986. ------------ ------------- --- DSCB BCL--602 (Rev. 8-72)-2 The resolution was adopted by a consent or consents in writing dated the day of , 19 , signed by all of the Directors -------------- ------------------ --- of the corporation and filed with the Secretary of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 28th day of OCTOBER, 1986. ---- ------- ---- UGI CORPORATION ---------------------------- (NAME OF CORPORATION) By: /s/ Charles L. Ladner ---------------------------- (SIGNATURE) Charles L. Ladner, Senior Vice President ---------------------------- (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest: /s/ Lon R. Greenberg ---------------------------- (SIGNATURE) Lon R. Greenberg Secretary ---------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) [CORPORATE SEAL STAMP] UGI CORPORATION RESOLUTIONS OF THE BOARD OF DIRECTORS ADOPTED OCTOBER 28, 1986 RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 200,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $8.50 Series (hereinafter called "Fifth Series"); and further RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Fifth Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Fifth Series shall be $8.50 per share per annum. The initial dividend with respect to the Fifth Series shall be payable on January 1, 1987. Dividends on all shares of the Fifth Series shall be cumulative from the date of initial issue of such shares. 2. Optional Redemption. The shares of the Fifth Series shall be subject to redemption in the manner specified in the General Terms of the Series Preferred Stock at the following Redemption Prices per share applicable to the periods indicated:
Redemption Period Price ------------------------------------------------------------------------------- November 1, 1986 to and including September 30, 1991 $108.50 October 1, 1991 to and including September 30, 1996 $104.25 October 1, 1996 and thereafter $100.00
plus in each case, an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption; provided that the Corporation may not, prior to October 1, 1991, redeem any shares of the Fifth Series if such redemption is a part of or in anticipation of any refunding operation involving the application, directly or indirectly, of borrowed funds or the proceeds of an issue of any stock ranking prior to or on a parity with the Fifth Series as to dividends or assets, if such borrowed funds have an effective annual interest cost to the Corporation (calculated in accordance with generally accepted financial practice and without any consideration of income tax effect), or such stock has a dividend cost to the Corporation (so calculated), less than the dividend rate per annum of the Fifth Series. 3. Sinking Fund Redemptions. Subject to any restrictions contained in the General Terms of the Series Preferred Stock, on October 1 of each year, commencing October 1, 1992, the Corporation shall redeem, at $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption, 10,000 shares of the Fifth Series (or such lesser number as is required to redeem all the shares of the Fifth Series outstanding); provided, however, that the obligation to redeem shares of the Fifth Series in any year shall be deferred and shall accrue to following years until fully paid to the extent any such redemption is prohibited by the Amended and Restated Articles of Incorporation of the Corporation or by applicable law. The number of shares scheduled to be redeemed on any redemption date may be reduced, at the option of the Corporation, by crediting for such purpose shares of the Fifth Series purchased, redeemed or acquired otherwise than through the operation of the sinking fund redemption. Shares of the Fifth Series purchased or credited under this Section 3 shall be retired and cancelled, and may be reclassified and reissued as provided in the General Terms of the Series Preferred Stock, except that such shares may not be reissued as shares of the Fifth Series. 4. Liquidation Rights. The amounts payable upon the shares of the Fifth Series in the event of any liquidation, dissolution or winding up of the Corporation shall be: (a) if the event be voluntary, the applicable Redemption Price per share as specified in paragraph 2 of this resolution, and (b) if the event be involuntary, $100 per share; plus in each case an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 5. Other Provisions or Rights. The shares of the Fifth Series shall not be entitled to the benefit of any other special provisions or rights that might hereby be created for the Fifth Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. APPLICANT'S ACC'T NO. DSCB:BCL-606 (Rev. 8-72) -------------------------------- (Line for numbering) Filing Fee: $40 AB-2 Articles of COMMONWEALTH OF PENNSYLVANIA Amendment-- DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU -------------------------------------------------------------------------------- ------------------------------------ Filed this 12 day of May , 1987 --------- ------------------ ----- Commonwealth of Pennsylvania Department of State /s/ Jane J. Hartz Secretary of the Commonwealth ------------------------------------- (Box for Certification) In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P. L. 364)(15 P. S. Section 1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that: 1. The name of the corporation is: UGI CORPORATION -------------------------------------------------------------------------------- 2. The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): Box 858, Irwin Building Route 363, North Gulph Road -------------------------------------------------------------------------------- (NUMBER) (STREET) Valley Forge Pennsylvania 19482 -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The statute by or under which it was incorporated is: "An Act authorized the merger and consolidation of certain corporations" approved May 3, 1909, P.L. 408, and supplements and amendments thereto. -------------------------------------------------------------------------------- 4. The date of its incorporation is: August 4, 1925 -------------------------------------------- 5. (Check, and if appropriate, complete one of the following): /X/ The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time: The 12th day of MAY, 1987. ---- --- -- Place: Valley Forge, Pennsylvania -------------------------------------------------------------------- Kind and period of notice Written notice mailed first class, postage ------------------------------------------------- prepaid, to each shareholder on April 16, 1987. -------------------------------------------------------------------------------- / / The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6. At the time of the action of shareholders: (a) The total number of shares outstanding was: Common Stock: 9,461,582; $1.80 Series Preferred Stock: 177,786; $6.75 Series Preferred Stock: 27,567; $9.00 Series Preferred Stock: 166,226; and $8.50 Series Preferred Stock: 200,000. -------------------------------------------------------------------------------- (b) The number of shares entitled to vote was: Common Stock (1 vote per share): 9,461,582 $1.80 Series Preferred Stock (1/4 vote per share): 44,446.5 TOTAL number of shares entitled to vote: 9,506,028.5 -------------------------------------------------------------------------------- M. BURR KEIM COMPANY, PHILADELPHIA DSCB BCL--806 (Rev. 8-72)-2 7. In the action taken by the shareholders: (a) The number of shares voted in favor of the amendment was: Common Stock: 7,125,752 $1.80 Series Preferred Stock: 37,591 TOTAL: 7,163,343 -------------------------------------------------------------------------------- (b) The number of shares voted against the amendment was: Common Stock: 253,872 $1.80 Series Preferred Stock: 594 TOTAL: 254,466 -------------------------------------------------------------------------------- 8. The amendment adopted by the shareholders, set forth in full, is attached hereto as EXHIBIT A. --------- IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 12th day of May, 1987. UGI CORPORATION ------------------------------- (NAME OF CORPORATION) /s/ Lon R. Greenberg By: /s/ James A. Sutton -------------------------------- ------------------------------- (SIGNATURE) (SIGNATURE) Lon R. Greenberg, Secretary James A. Sutton, President -------------------------------- ------------------------------- (TITLE: SECRETARY, ASSISTANT (TITLE: PRESIDENT, VICE SECRETARY, ETC.) PRESIDENT, ETC.) (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL Section 807 (15 P. S. Section 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation. Exhibit A Page 1 of 2 ARTICLES OF AMENDMENT UGI CORPORATION ARTICLES OF INCORPORATION ARTICLE VIII Section 1. Directors and officers as fiduciaries. A director or officer of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a director or officer, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director or officer shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by one or more officers or employees of the Corporation whom the director or officer reasonably believes to be reliable and competent with respect to the matters presented, counsel, public accountants or other persons as to matters that the director or officer reasonably believes to be within the professional or expert competence of such person, or a committee of the board of directors upon which the director or officer does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director or officer reasonably believes to merit confidence. A director or officer shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or officer of the Corporation or any failure to take any action shall be presumed to be in the best interests of the Corporation. Section 2. Personal liability of directors. A director of the Corporation shall not be personally liable for monetary damages as such (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under these Articles, the By-laws of the Corporation or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Section 3. Personal liability of officers. An officer of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages as such (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or EXHIBIT A PAGE 1 of 2 expense of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under these Articles of Incorporation, the By-laws of the Corporation or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Section 4. Interpretation of article. The provisions of Sections 2 and 3 of this Article VIII shall not apply to the responsibility or liability of a director or officer, as such, pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law. The provisions of this Article VIII have been adopted pursuant to the authority of sections 204A(10) and 801 of the Pennsylvania Business Corporation Law, shall be effective as to any act or failure to act occurring on or after May 12, 1987, shall be deemed to be a contract with each director or officer of-the Corporation who serves as such at any time while this article is in effect, and each person who serves as a director or officer of the Corporation while this Article VIII is in effect shall be deemed to be doing so in reliance on the provisions of this Article. The provisions of this Article VIII are cumulative of and shall be in addition to and independent of any and all other limitations on the liabilities of directors or officers of the Corporation, as such, or rights of indemnification by the Corporation to which a director or officer of the Corporation may be entitled, whether such limitations or rights arise under or are created by any statute, rule or law, By-law, agreement, vote of shareholders or disinterested directors or otherwise. No amendment to or repeal of this Article VIII, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment, repeal or adoption of an inconsistent provision. In any action, suit or proceeding involving the application of the provisions of this Article VIII, the party or parties challenging the right of a director or officer to the benefits of this Article shall have the burden of proof. COMMONWEALTH OF PENNSYLVANIA [DEPARTMENT OF STATE SEAL] Department of State To All to Whom These Presents Shall Come, Greeting: Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by UGI CORPORATION Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. Given under my Hand and the Great Seal of the Common- wealth, at the City of Harrisburg, this 12th day of May in the year of our Lord one thousand nine hundred and eighty-seven and of the Commonwealth the two hundred eleventh. [Great Seal of the /s/ Jane J. Hartz Commonwealth] ------------------------------------------------- DSCB - 21 (7-78) Secretary of the Commonwealth Microfilm Number 90251531 Filed with the Department of State on May 24, 1990 -------- ------------ Entry Number {Illegible} 369114 /s/ Christopher A. Lurie ------------ ------------------------------------ Secretary of the Commonwealth ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION DSCB: {Illegible} In compliance with the requirements of 15 Ps.C.S. Section 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1. The name of the corporation is: UGI Corporation --------------------------------------------- ---------------------------------------------------------------------------- 2. The address of this corporation's current (a) registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department): (a) Box 858, Irwin Bldg., Rte 363 North Gulph Road, ---------------------------------------------------------------------------- Number and Street Valley Forge, PA 19482 Montgomery ---------------------------------------------------------------------------- City State Zip County (b) N/A ---------------------------------------------------------------------------- Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. 3. The statute by or under which it was incorporated is: "An Act authorizing ---------------------- the merger and consolidation of certain corporations" approved May 3, 1909, ---------------------------------------------------------------------------- P.L. 408, and supplements and amendments thereto. ---------------------------------------------------------------------------- 4. The original date of its incorporation is: August 4, 1925 ---------------------------------- 5. (Check, and if appropriate complete, one of the following): The amendment shall be effective upon filing these Articles of Amendment in the Department of State. --- X The amendment shall be effective on: The close of business May 31, 1990. --- ----------------------------------- 6. (Check one of the following): The amendment was adopted by the shareholders pursuant to 15 Ps.C.S. X Section 1914(a) and (b). --- The amendment was adopted by the board of directors pursuant to 15 Ps.C.S. Section 1914(c). --- 7. (Check, and if appropriate complete, one of the following): The amendment adopted by the corporation, set forth in full, is as follows: --- The amendment adopted by the corporation as set forth in full in X Exhibit A, attached hereto and made a part hereof. --- DSCB:15-1915 (Rev 89)-2 8. (Check if the amendment restates the Articles): --- The restated Articles of Incorporation supersede the original Articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 23rd day of May, 1990. UGI CORPORATION ------------------------------- (Name of Corporation) BY: /s/ Lon R. Greenberg ---------------------------- (Signature) TITLE: Lon R. Greenberg, Senior Vice President ------------------------- EXHIBIT A UGI Corporation Resolutions of the Shareholders Adopted May 22, 1990 The amendment adopted by the Corporation, set forth in full, is as follows: "Article V. The aggregate number of shares which the Corporation shall have authority to issue is 44,000,000 shares, divided into 40,000,000 shares of Common Stock, par value $2.25 per share, 2,000,000 shares of Series Preference Stock, without par value, and 2,000,000 shares of Series Preferred Stock, without par value."; and (2) the effective date of such amendment be the close of business on May 31, 1990, and upon such effective date, each share of authorized and issued Common Stock, par value $4.50 per share, shall be reclassified into two shares Common Stock, par value $2.25 per share. Microfilm Number Filed with the Department of State on Mar 25, 1992 ---------- Entity Number 369114 /s/ Christopher A. Lurie -------------- --------------------------------- Secretary of the Commonwealth STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION DSC8:15-1522 (REV 90) In compliance with the requirements of 15 Pa.C.S. Section 1522(b) (relating to statement with respect to shares), the undersigned, corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that: 1. The name of the corporation is: UGI Corporation -------------------------------------------- --------------------------------------------------------------------------- 2. (Check and complete one of the following): The resolution amending the Articles under 15 Pa.C.S. Section 1522(b) --- (relating to divisions and determinations by the board), set forth in full, is as follows: X The resolution amending the Articles under 15 Pa.C.S. Section 1522(b) --- is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. Section 1522 or corresponding provisions of prior law with respect thereto, and (c) any other provision of the Articles is 150,000 shares. 4. The resolution was adopted by the Board of Directors or an authorized committee thereof on March 25, 1992 5. (Check, and if appropriate complete, one of the following): X The resolution shall be effective upon the filing this statement with --- respect to shares in the Department of State. The resolution shall be effective on: at --- ------------ -------------- Date Hour IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 25th day of March, 1992. UGI Corporation --------------------------------------- (Name of Corporation) BY: /s/ Chuck Ladner ----------------------------------- (Signature) TITLE: Senior Vice President - Finance -------------------------------- Exhibit A Resolutions of the Board of Directors of UGI Corporation Establishing Series Preferred Stock, $8.00 Series RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 150,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $8.00 Series (hereinafter called "Sixth Series"). RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Sixth Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. (a) General. Except as provided in the following Section 1(b), the dividend rate of the shares of the Sixth Series shall be $8.00 per share per annum. The initial dividend with respect to the Sixth Series shall be payable on April 1, 1992. Dividends on all shares of the Sixth Series shall be cumulative from the date of initial issue of such shares. (b) Dividend Adjustment. In the event that (i) the Corporation restructures its consolidated operations into a holding company system and (ii) on or before the date that is 90 days after such restructuring (A) the investment rating on any series of the outstanding Series Preferred Stock is lowered by either Standard & Poor's Corporation ("S&P") or Moody's Investors Service ("Moody's") from the current ratings of BBB and Baa2, respectively, and the agency lowering such rating publicly announces that such rating reduction was, in whole or in part, the result of such restructuring or due to factors directly resulting from such restructuring, or (B) either S&P or Moody's places any series of the outstanding Series Preferred Stock on CreditWatch-negative or CreditWatch-developing (in the case of S&P) or in a comparable category (in the case of Moody's), and on or before the date that is 120 days after the restructuring the investment rating on any series of the outstanding Series Preferred Stock is lowered by such agency from the current rating of BBB (in the case of S&P) or Baa2 (in the case of Moody's) and such agency publicly announces that such rating reduction was, in whole or in part, the result of the restructuring or due to factors directly resulting from the restructuring, then the dividend rate of the shares of the Sixth Series shall be increased as follows: (1) If either (i) the S&P rating is lowered to BB+ or lower, or the Moody's rating is lowered to Ba1 or lower, or (ii) any presently rated series of the Series Preferred Stock ceases to be rated by both S&P and Moody's, then the dividend rate of the shares of the Sixth Series shall be increased to $9.00 per share per annum, effective as of the dividend payment date immediately following such ratings reduction or cessation of rating, as the case may be, and shall remain at such rate until the earlier of the date (the "Reversion Date") on which (A) the Corporation has received $40,000,000 in net proceeds from the sale and issuance of additional shares of its Common Stock; (B) the Corporation has received additional paid-in capital on its Common Stock of not less than $40,000,000; (C) the Corporation has satisfied its obligations as provided in Section 2(c) of this resolution; or (D) each of the S&P rating and the Moody's rating has been raised to no lower than BBB and Baa2, respectively. Effective as of the dividend payment date immediately following the Reversion Date, the dividend rate of the shares of the Sixth Series shall be decreased to $8.00 per share per annum. (2) If the dividend rate is not subject to adjustment pursuant to Section 1(b)(1) and either the S&P rating is lowered to BBB- or the Moody's rating is lowered to Baa3, then the dividend rate of the shares of the Sixth Series shall be increased to $8.50 per share per annum, effective as of the dividend payment date immediately following such ratings reduction, and shall remain at such rate until the Reversion Date. Effective as of the dividend payment date immediately following the Reversion Date, the dividend rate of the shares of the Sixth Series shall be decreased to $8.00 per annum. 2. REDEMPTIONS. (a) Optional Redemption. The shares of the Sixth Series may be redeemed by the Corporation at the following Redemption Prices per share applicable to the periods indicated: Redemption Period Price ----------------------------------------------- ---------- Date of issuance of the shares to and including April 1, 1993 $ 108.000 April 2, 1993 to and including April 1, 1994 107.111 April 2, 1994 to and including April 1, 1995 106.222 April 2, 1995 to and including April 1, 1996 105.333 April 2, 1996 to and including April 1, 1997 104.444 April 2, 1997 to and including April 1, 1998 103.556 April 2, 1998 to and including April 1, 1999 102.667 April 2, 1999 to and including April 1, 2000 101.778 April 2, 2000 to and including April 1, 2001 100.889 April 2, 2001 and thereafter 100.000 -2- plus, in each case, an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption; provided that the Corporation may not redeem any shares of the Sixth Series pursuant to this Section 2(a) prior to April 1, 1997 except in the event of the voluntary liquidation, dissolution or winding up of the Corporation. (b) Mandatory Redemption. For so long as any shares of the Sixth Series are outstanding, the Corporation shall redeem on April 1, 1998 and on April 1 of each year thereafter until all such shares have been redeemed, 30,000 shares of the Sixth Series (or if less than 30,000 shares are outstanding, the number of shares outstanding) at a price of $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. The Corporation's mandatory redemption obligation under this Section 2(b) shall be cumulative, so that if in any year the full number of shares required to be redeemed for such year (including any number of shares carried over from any preceding year) is not so redeemed for any reason, the deficiency shall be added to the mandatory redemption obligation for the following year. If the Corporation is in arrears in the redemption of the shares of the Sixth Series pursuant to this Section 2(b), the Corporation shall not (i) purchase, redeem or pay dividends on any Junior Stock or (ii) make any mandatory purchase or redemption of any Series Preferred Stock or any stock ranking on a parity therewith except on a pro rata basis according to all such obligations then due or in arrears with respect to all such outstanding stock. (c) Special Redemptions. (i) If the Corporation has not received $40,000,000 in net proceeds from the sale and issuance of additional shares of its Common Stock or received additional paid-in capital on its Common Stock of not less than $40 million, in either case on or before the date that is nine months from the date of the issuance of the shares of the Sixth Series (the "Determination Date"), then within three business days after the Determination Date the Corporation shall offer to redeem the shares of the Sixth Series at a price of $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. Such offer may be accepted in whole or in part by any record holder of the shares (with respect to the shares owned by such holder) by written notice of acceptance specifying the number of shares owned by such holder to be redeemed (the "Acceptance") sent to the Corporation by such holder within ten business days after such holder's receipt of the offer, and the Corporation -3- shall redeem all shares specified in any Acceptance within five business days after its receipt of such Acceptance. (ii) If the Corporation shall request in writing (the "Special Request") the written consent of the holders of the shares of the Sixth Series (A) to the Corporation's becoming a party to or agreeing to be bound by any contract, indenture, agreement or instrument, or (B) to the issuance by the Corporation of any note, debenture, bond or other security, in either case the terms or provisions of which would be more restrictive with respect to the right of the Corporation (1) to declare or pay any dividend on, (2) to make any distribution with respect to, or (3) to make any redemption pursuant to Section 2(b) or Section 2(c) of this resolution of, any of the shares of the Sixth Series than the restrictions set forth in the covenants contained in the long-term debt agreements of the Corporation existing on the date of initial issuance of the shares of the Sixth Series (the full texts of which agreements are on file at the principal place of business of the Corporation at 460 North Gulph Road, King of Prussia, Pennsylvania 19406), and such consent is not given by any such holder within 15 business days of such holder's receipt of the Special Request, then the Company may redeem, at any time on or prior to the 45th day following the day on which the Special Request was made by the Corporation, all of the shares of the Sixth Series owned by such holder at the redemption price of $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. If any of the shares of the Sixth Series are redeemed by the Corporation pursuant to this Section 2(c)(ii) and the Corporation fails to take action substantially as set forth in the Special Request within 90 days of such redemption, then the Corporation shall immediately pay to each holder from which shares of the Sixth Series were so redeemed an amount equal to the difference between (a) the amount such holder would have received if the shares of the Sixth Series owned by such holder had been redeemed pursuant to Section 2(a) of this resolution (without giving effect to the proviso thereto) on the date such shares were redeemed and (b) the redemption price actually received by such holder for such shares. (d) General Provisions. All redemptions of shares of the Sixth Series shall be pro rata in the same proportion as the number of shares of the Sixth Series held of record by each holder thereof bears to the total number of shares of the Sixth Series outstanding at the time of the redemption. Any shares of the Sixth Series that have been redeemed may not be reissued as part of the Sixth Series. All redemptions under this Section 2 shall be made in the manner specified in the General Terms of Series Preferred Stock, except that the Corporation may not elect to deposit the amount of any Redemption Price with any bank or trust company having capital and surplus of less than $100,000,000. -4- 3. Liquidation Rights. The amounts payable upon the shares of the Sixth Series in the event of any liquidation, dissolution or winding up of the Corporation shall be: (a) if any such event be voluntary, the applicable redemption price per share as specified in Section 2(a) of this resolution; and (b) if any such event be involuntary, $100 per share; plus, in each case, an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 4. Other Provisions or Rights. Except as specifically provided in this resolution, the shares of the Sixth Series shall not be entitled to the benefit of any other special provisions or rights that might otherwise be created for the Sixth Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 5. Definitions. The terms defined in the General Terms of the Series Preferred Stock shall have the same meaning in this resolution unless otherwise defined herein. -5- Microfilm Number Filed with the Department of State on APRIL 09 1992 ----------- ------------- Entity Number 369114 /s/ -------------- ----------------------------- SECRETARY OF THE COMMONWEALTH ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION DSCB: 15-1926 (Rev 90) In compliance with the requirements of 15 Pa.C.S. section 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that: 1. The name of the corporation surviving the merger is: UGI Corporation (name to be changed to "UGI Utilities, Inc.") 2. (CHECK AND COMPLETE ONE OF THE FOLLOWING): X The surviving corporation is a domestic business corporation and the (a) ADDRESS of its current registered office in this Commonwealth or (b) NAME of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Box 858, Irwin Building, Route 363, Valley Forge, PA 19482 Montgomery ---------------------------------------------------------- ---------- Number and Street City State Zip County (b) c/o: ------------------------------------------------------------------ Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. ------- The surviving corporation is a qualified foreign business corporation incorporated under the laws of and the (a) ADDRESS of its current registered office in this Commonwealth or (b) NAME of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) ---------------------------------------------------------- ---------- Number and Street City State Zip County (b) c/o: ------------------------------------------------------------------ Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. ------- The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of and the ADDRESS of its principal office under the laws of such domicillary jurisdiction is: ------------------------------------------------------------------------------- Number and Street City State Zip County 3. The NAME and ADDRESS of the registered office in this Commonwealth or NAME of its commercial registered office provider and the county of venue of each other domestic corporation and qualified foreign corporation which is a party to the plan of merger are as follows: NAME OF CORPORATION UGI Transition Corporation ADDRESS OF REGISTERED OFFICE OR NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER 460 North Gulph Road, King of Prussia, PA 19406 COUNTY Montgomery DSCB:15-1926 (Rev 90)-2 4. (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING): ------ The plan of merger shall be effective upon filing these Articles of Merger in the Department of State. X ------ The plan of merger shall be effective on: April 10, 1992 at 4:01 p.m. -------------- -------- Date Hour 5. The manner in which the plan of merger was adopted by each domestic corporation is as follows: NAME OF CORPORATION MANNER OF ADOPTION UGI Corporation -- Adopted by the directors and shareholders pursuant to 15 Pa.C.S. Section 1924(a). UGI Transition Corporation -- Adopted by action of sole shareholder pursuant to 15 Pa.C.S. Section 1905. 6. (STRIKE OUT THIS PARAGRAPH IF NO FOREIGN CORPORATION IS A PARTY TO THE MERGER): The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign business corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated. 7. (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING): X ------ The plan of merger as set forth in full in Exhibit A is attached hereto and made a part hereof. ------ Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is: -------------------------------------------------------------------------------- Number and Street City State Zip County IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 9th day of April, 1992. UGI Corporation UGI Transition Corporation --------------------------------- --------------------------------- (Name of Corporation) (Name of Corporation) BY: /s/ J. West BY: /s/ David N. Knizel ------------------------------ ------------------------------ (Signature) (Signature) TITLE: Senior Vice President TITLE: Vice President --------------------------- --------------------------- EXHIBIT A PLAN OF MERGER merging UGI TRANSITION CORPORATION (a Pennsylvania corporation) with and into UGI CORPORATION (a Pennsylvania corporation) whose name will be changed by the merger to UGI Utilities, Inc. RECITALS A. UGI Corporation, a Pennsylvania corporation (the "Surviving Corporation"), is authorized to issue (i) 40,000,000 shares of Common Stock, par value $2.25 per share ("UGI Common Stock"), of which at the Effective Time (hereinafter defined) 100 shares ("Holdco Surviving Corporation Common Shares") will be issued and outstanding and owned by NEW UGI CORPORATION, a Pennsylvania corporation ("Holdco"), and approximately 27,000,000 shares will be issued and outstanding and owned by other holders ("Public Surviving Corporation Common Shares"), (ii) 2,000,000 shares of Series Preference Stock, without par value ("UGI Preference Stock"), of which at the Effective Time no shares will be issued and outstanding, and (iii) 2,000,000 shares of Series Preferred Stock, without par value ("UGI Preferred Stock"), of which at the Effective Time approximately 360,687 shares will be issued and outstanding (the UGI Preference Stock and the UGI Preferred Stock being referred to herein collectively as the "UGI Senior Stock"). B. UGI Transition Corporation (the "Merging Corporation") will, at the Effective Time, be a Pennsylvania corporation authorized to issue 1,000 shares of Common Stock, without par value ("Merging Corporation Common Stock"), all of which will be issued and outstanding and owned by Holdco. C. Holdco will, at the Effective Time, be a Pennsylvania corporation authorized to issue 100,000,000 shares of Common Stock, without par value ("Holdco Common Stock"), of which one such share will be issued and outstanding and owned by UGI Development Company, a Pennsylvania corporation, 1,000 shares of Restructuring Stock, without par value, none of which will be issued, 5,000,000 shares of Series Preference Stock, without par value, none of which will be issued, and 5,000,000 shares of Series Preferred Stock, without par value, none of which will be issued. D. Holdco, as sole shareholder of the Merging Corporation will, prior to February 1, 1992, have adopted resolutions approving this Plan of Merger (the "Plan") in accordance with the Pennsylvania Business Corporation Law of 1988 (the "BCL"). E. The Board of Directors of the Surviving Corporation has adopted resolutions approving this Plan in accordance with the BCL and directing that it be submitted to the shareholders of the Surviving Corporation entitled to vote thereon for adoption. A-1 ARTICLE I THE MERGER 1.01. The Merger. The Merging Corporation and the Surviving Corporation shall effect a merger (the "Merger") in accordance with and subject to the terms and conditions of the Plan. At the Effective Time (as defined in Section 1.02 hereof), the Merging Corporation shall be merged with and into the Surviving Corporation, which shall be the surviving corporation of the Merger, and the separate existence of the Merging Corporation shall cease, all with the effect provided in BCL Section 1929. 1.02. Effectiveness. As soon as practicable after all requisite shareholder and other approvals have been obtained, Articles of Merger embodying the Plan (the "Articles of Merger"), and such other documents and instruments as are required by, and complying in all respects with, the BCL shall be delivered to the Department of State of the Commonwealth of Pennsylvania for filing. The Merger shall become effective at the time (the "Effective Time") set forth in the Articles of Merger. 1.03. UGI Common Stock. Each share of UGI Common Stock outstanding immediately prior to the Effective Time shall by reason of the Merger be exchanged for or converted into one share of Holdco Common Stock and each share of UGI Common Stock which was previously issued and outstanding but which was subsequently reacquired by the Surviving Corporation and is then held in its treasury shall by reason of the Merger be canceled. 1.04. UGI Common Stock Share Certificates. Each certificate which prior to the Merger represented a share or shares of UGI Common Stock shall after the Effective Time represent a corresponding share or shares of Holdco Common Stock, and no exchange of certificates shall be required by the Merger. Any holder of shares of Holdco Common Stock may, however, elect at any time or from time to time to surrender any certificate formerly representing shares of UGI Common Stock to any transfer agent for Holdco Common Stock and receive in exchange therefor a certificate or certificates issued by Holdco for a like number of shares of Holdco Common Stock. 1.05. UGI Senior Stock. Each share of UGI Senior Stock outstanding immediately prior to the Effective Time shall be unaffected by the Merger except shares of UGI Preferred Stock held by holders who dissent from this Plan under applicable law. 1.06. Merging Corporation Common Stock. All shares of Merging Corporation Common Stock outstanding immediately prior to the Effective Time shall by reason of the Merger be exchanged for or converted into all Public Surviving Corporation Common Shares and all Holdco Surviving Corporation Common Shares then outstanding, with the effect that immediately after the Effective Time Holdco shall be the owner of all issued and outstanding UGI Common Stock. 1.07. Articles of Incorporation. At the Effective Time the Articles of Incorporation of the Surviving Corporation shall be amended by amending Article I thereof to read in full as follows: Article I. The name of the Corporation is: UGI UTILITIES, INC. ; and by adding a new Article VIII thereto to read in full as follows: ARTICLE VIII. Action By Written Consent. Any action which may be taken at a meeting of shareholders or of a class of shareholders may be taken without a meeting if a consent or consents in writing to such action, setting forth the action so taken, shall be signed by shareholder entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. A-2 ARTICLE II MISCELLANEOUS PROVISIONS 2.01. Amendment. Notwithstanding shareholder approval of this Plan, the Plan may be amended, modified or supplemented by resolution of the boards of directors of the Merging Corporation and the Surviving Corporation, at any time on or before filing of Articles of Merger embodying the Plan in the Department of State of the Commonwealth of Pennsylvania, if permitted by 15 Pa.C.S. Section 1922(b) (relating to post-adoption amendment). 2.02. Termination. Notwithstanding shareholder approval of this Plan, the Plan may be terminated at any time on or before the Effective Time by resolution of the board of directors of the Surviving Corporation, if the board of directors determines that the consummation of the Plan would for any reason be inadvisable or not in the best interests of the Surviving Corporation or its shareholders, employees, suppliers, customers and creditors. A-3 Microfilm Number Filed with the Department of State on SEP 22 1994 ----- Entity Number 369114 /s/ Robert M. Grant -------- ----------------------------------- Secretary of the Commonwealth STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION DSCB:15-1522 (Rev 91) In compliance with the requirements of 15 Pa.C.S. Section 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that: 1. The name of the corporation is: UGI Utilities, Inc. -------------------------------------- ---------------------------------------------------------------------- 2. (CHECK AND COMPLETE ONE OF THE FOLLOWING): The resolution amending the Articles under 15 Pa.C.S. Section ---- 1522(b) (relating to divisions and determination by the board), set forth in full, is as follows: x The resolution amending the Articles under 15 Pa.C.S. Section 1522(b) ---- is set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. Section 1522 or corresponding provisions of prior law with respect thereto, and (c) any other provision of the Articles is 200,000 shares. 4. The resolution was adopted by the Board of Directors or an authorized committee thereof on: September 20, 1994 5. (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING): x The resolution shall be effective upon the filing of this statement ---- with respect to shares in the Department of State. ---- The resolution shall be effective on: at . ---------- --------- Date Hour IN TESTIMONY, WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 20 day of September, 1994. UGI Utilities, Inc. ----------------------------------- (Name of Corporation) BY: /s/ William M. Graff ------------------------------- (Signature) WILLIAM M. GRAFF TITLE: Vice President and Treasurer ---------------------------- EXHIBIT A RESOLUTIONS ADOPTED BY THE EXECUTIVE/NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF UGI UTILITIES, INC. ON SEPTEMBER 20, 1994 ESTABLISHING THE TERMS OF THE SHARES OF SERIES PREFERRED STOCK, $7.75 SERIES RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, the Board of Directors hereby establishes 200,000 shares of the Series Preferred Stock, without par value, as a series of such Series Preferred Stock which shall be designated as Series Preferred Stock, $7.75 Series (hereinafter called the "Seventh Series"). RESOLVED, that the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights of the Seventh Series (in addition to the voting rights, designations, preferences, qualifications, privileges, limitations, options, conversion rights and other special rights set forth in the resolution of the Board of Directors establishing the terms of the class of Series Preferred Stock, which are applicable to the Series Preferred Stock of all series, hereinafter called "General Terms of the Series Preferred Stock") shall be as follows: 1. Dividends. The dividend rate of the shares of the Seventh Series shall be $7.75 per share per annum. The initial dividend with respect to the Seventh Series shall be payable on January 1, 1995. Dividends on all shares of the Seventh Series shall be cumulative from the date of initial issue of such shares. The amount of dividends payable for the initial dividend period or any period shorter than a full dividend period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days which have elapsed in such period. 2. Redemptions. (a) Optional Redemption. The shares of the Seventh Series may be redeemed by the Corporation in whole or in part at any time on or after October 1, 2004 at a price of $100.00 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. (b) Mandatory Redemption. For so long as any shares of the Seventh Series are outstanding, the Corporation shall redeem on October 1, 2004 and on October 1 of each year thereafter until all such shares have been redeemed, 10,000 shares of the Seventh Series (or if less than 10,000 shares are outstanding, the number of shares outstanding) at a price of $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of redemption. At its option, the Corporation may redeem through the operation of this Section 2(b) on October 1 in each such year not more than 10,000 additional shares on the same terms. The right to redeem such additional shares shall not be cumulative and shall not reduce the redemption obligations under this Section 2(b) in any subsequent year. The Corporation's mandatory redemption obligation under this Section 2(b) shall be cumulative, so that if in any year the full number of shares required to be redeemed for such year (including any number of shares carried over from any preceding year) is not so redeemed for any reason, the deficiency shall be added to the mandatory redemption obligation for the following year. The number of shares scheduled to be redeemed on any redemption date may be reduced, at the option of the Corporation, by crediting for such purposes shares of the Seventh Series purchased, redeemed or acquired otherwise than through the operation of this Section 2(b). The Corporation shall redeem on October 1, 2009 all outstanding shares of the Seventh Series at a price of $100 per share, plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock). (c) General Provisions. If less than all of the outstanding shares of the Seventh Series are to be redeemed, the shares of the Seventh Series to be redeemed will be selected by lot. Any shares of the Seventh Series that have been redeemed may not be reissued as part of the Seventh Series. 3. Liquidation Rights. The amounts payable upon the shares of the Seventh Series in the event of any liquidation, dissolution or winding up of the Corporation shall be $100 per share plus an amount equal to Full Cumulative Dividends thereon (as provided in the General Terms of the Series Preferred Stock) to the date of final payment. 4. Other Provisions or Rights. Except as specifically provided in this resolution, the shares of the Seventh Series shall not be entitled to the benefit of any other special provisions or rights that might otherwise be created for the Seventh Series in accordance with and in response to the terms of Section 1 of the General Terms of the Series Preferred Stock. 5. Definitions. The terms defined in the General Terms of the Series Preferred Stock shall have the same meaning in this resolution unless otherwise defined herein. 2 ARTICLES OF MERGER merging UGI PRODUCTIONS, INC. (a Pennsylvania corporation) with and into UGI UTILITIES, INC. (a Pennsylvania corporation) Filed in the Department of State on MAY 14, 1996 /s/ ----------------------------- Secretary of the Commonwealth Pursuant to the provisions of the Pennsylvania Business Corporation Law of 1988 (the "PBCL"), the undersigned domestic corporations hereby execute these Articles of Merger (the "Articles") for the purpose of merging (the "Merger") UGI Productions, Inc., a Pennsylvania corporation ("UGI Productions"), with and into UGI Utilities, Inc., the sole shareholder and a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania ("UGI Utilities"), the provisions of which permit a merger in the manner provided by the PBCL. 1. The name and place of incorporation of the surviving parent corporation of the Merger is as follows: Name Place of Incorporation ---- ---------------------- UGI Utilities, Inc. Pennsylvania 2. The name and place of incorporation of the disappearing subsidiary constituent corporation to the Merger is as follows: Name Place of Incorporation ---- ---------------------- UGI Productions, Inc. Pennsylvania 3. Pursuant to the PBCL, a plan of merger relating to the Merger (the "Plan of Merger") has been authorized, approved and adopted by the Board of Directors of UGI Utilities. 4. Pursuant to the PBCL, approval of the Plan of Merger by the Board of Directors of UGI Productions, its sole shareholder and the shareholders of UGI Utilities was not required. 5. The entire Plan of Merger is attached hereto as Exhibit A. 6. The registered office of UGI Utilities is 460 North Gulph Road, King of Prussia, Pennsylvania 19406 Attn: Law Department. MAY 14 96 PA Dept. of State 7. The mailing address for service of process for UGI Productions is c/o UGI Utilities, Inc., 460 North Gulph Road, King of Prussia, Pennsylvania 19406 Attn: Law Department. 8. The Merger shall be effective upon the filing of these Articles with the Secretary of State of the Commonwealth of Pennsylvania. Executed at King of Prussia, Pennsylvania, on May 3, 1996. UGI UTILITIES, INC. By: /s/ Richard L. Bunn ------------------------------ Name: Richard L. Bunn Title: President By: /s/ Barton D. Whitman ------------------------------ Name: Barton D. Whitman Title: Secretary COMMONWEALTH OF PENNSYLVANIA ) ) COUNTY OF MONTGOMERY ) This instrument was acknowledged before me on May 3, 1996 by Richard L. Bunn, President and Barton D. Whitman, Secretary of UGI Utilities, Inc., a Pennsylvania corporation. [Seal] /s/ Jeanne Damico ------------------------------ Notary Public -------------------------------------------- Notarial Seal Jeanne Damico, Notary Public Upper Merion Twp., Montgomery County My Commission Expires June 10, 1996 -------------------------------------------- Member, Pennsylvania Association of Notaries -2- UGI PRODUCTIONS, INC. By: /s/ Brendan P. Bovaird --------------------------------- Name: Brendan P. Bovaird Title: President By: /s/ Robert W. Krick --------------------------------- Name: Robert W. Krick Title: Assistant Secretary COMMONWEALTH OF PENNSYLVANIA ) ) COUNTY OF MONTGOMERY ) This instrument was acknowledged before me on May 3, 1996 by Brendan P. Bovaird, President and Robert W. Krick, Assistant Secretary of UGI Productions, Inc., a Pennsylvania corporation. [Seal] /s/ Jeanne Damico ---------------------------------- Notary Public -------------------------------------------- Notarial Seal Jeanne Damico, Notary Public Upper Merion Twp., Montgomery County My Commission Expires June 10, 1996 -------------------------------------------- Member, Pennsylvania Association of Notaries -3- Exhibit A PLAN OF MERGER merging UGI PRODUCTIONS, INC. (a Pennsylvania corporation) with and into UGI UTILITIES, INC. (a Pennsylvania corporation) BACKGROUND UGI Productions, Inc. ("UGI Productions") is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, its Articles of Incorporation having been filed thereunder on July 29, 1994. UGI Utilities, Inc. ("UGI Utilities") is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, its Articles of Incorporation having been filed thereunder on August 4, 1925. The authorized capital stock of UGI Productions consists of 100 shares of common stock (the "Common Stock") that are issued and outstanding and entitled to vote. All of the issued and outstanding shares of Common Stock are owned by UGI Utilities. The Board of Directors of UGI Utilities deems it advisable and in the best interests of UGI Utilities and the Sole Shareholder that UGI Productions merge with and into UGI Utilities pursuant to this Plan of Merger and the applicable provisions of the laws of the Commonwealth of Pennsylvania and have, by resolution, duly adopted, authorized, approved and adopted this Plan of Merger. The terms and conditions of such merger, the mode of carrying the same into effect, the manner of converting the shares of Common Stock and such other details and provisions as UGI Utilities deems necessary or desirable are set forth below. 1. The Merger. At the Effective Time (as defined in Section 2), UGI Productions shall be merged with and into UGI Utilities (the "Merger"). As a result of the Merger, the separate corporate existence of UGI Productions shall cease and UGI Utilities shall continue as the surviving corporation. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Pennsylvania Business Corporation Law of 1988, as amended (the "Pennsylvania Law"). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of UGI Productions shall vest in UGI Utilities, and all debts, liabilities and duties of UGI Productions shall become the debts, liabilities and duties of UGI Utilities, and UGI Utilities hereby assumes such debts, liabilities and duties of UGI Productions. 2. Effective Time. As used in this Plan of Merger, the term "Effective Time" shall mean the date and time at which UGI Utilities shall duly file a copy of this Plan of Merger and the articles of merger with the Secretary of State of the Commonwealth of Pennsylvania, in accordance with Pennsylvania Law, and the Merger shall become effective. 3. Status and Conversion of Shares of Common Stock of UGI Productions. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and cease to exist. 4. Termination. This Plan of Merger shall be terminated without further action by UGI Utilities in the event that the Board of Directors of UGI Utilities, or any of its officers thereunto duly authorized, so approve such termination in writing, and in such event this Plan of Merger shall have no further force or effect and there shall be no liability on the part of UGI Utilities except to the extent otherwise provided herein. 5. Waiver of Notice. UGI Utilities hereby waives any and all notice in connection hereof, including, without limitation, the mailing requirement under Pennsylvania Law. 6. Available Copies of the Plan of Merger. UGI Utilities shall maintain this Plan of Merger on file at its principal place of business. The address of the principal place of business and the registered office of UGI Utilities in the Commonwealth of Pennsylvania is 460 North Gulph Road, King of Prussia, Pennsylvania 19406. UGI Utilities shall furnish a copy of this Plan of Merger, on request and without cost, to any shareholder of UGI Utilities. -2- Microfilm Number 200033-1439 Filed with the Department of State on APR 27 2000 ----------- ----------- Entity Number 369114 /s/ Kim Pizzingrilli ------------- ----------------------------- Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION DSCB 15-1915 (Rev 90) In compliance with the requirements of 15 Pa.C.S. (Section) 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1. The name of the corporation is: UGI Utilities, Inc. ------------------- ------------------------------------------------------------------------------- 2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Box 858 Route 363 Irwin Building Valley Forge, PA 19482 Montgomery ------------------------------------------------------------------------- Number and Street City State Zip County (b) c/o:--------------------------------------------------------------------- Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. 3. The statute by or under which it was incorporated is: P.L. 408 -------- 4. The date of its incorporation is: 8/4/25 --------- 5. (Check, and if appropriate complete, one of the following): X The amendment shall be effective upon filing these Articles of Amendment --- in the Department of State. The amendment shall be effective on: at --- ----- --------- ------ ------ Date Hour 6. (Check one of the following): X The amendment was adopted by the shareholders (or members) pursuant to --- 15 Pa.C.S. (Section) 1914(a) and (b). The amendment was adopted by the board of directors pursuant to --- 15 Pa.C.S. (Section) 1914(c). 7. (Check, and if appropriate complete, one of the following): X The amendment adopted by the corporation, set forth in full, is as --- follows: "Resolved, the amendment to the Articles of Incorporation of UGI Utilities, Inc. to change its registered address to 100 Kachel Boulevard, Suite 400 Green Hills Corporate Center Reading, PA 19607 is approved." The amendment adopted by the corporation is set forth in full in --- Exhibit A attached hereto and made a part hereof. 8. (Check if the amendment restates the Articles): The restated Articles of Incorporation supersede the original Articles --- and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 20th day of April, 2000. UGI Utilities, Inc. ---------------------------------- (Name of Corporation) BY: /s/ Thomas M. Jackal ----------------------------------- (Signature) TITLE: Vice President - Law ----------------------------- Associate General Counsel PA DEPT OF STATE APR 27 2000 DSCB 15-1915 (Rev 90) 2 200033-1440 EX-5 4 dex5.txt OPINION OF MORGAN, LEWIS & BOCKIUS, LLP Exhibit 5 October 30, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration Statement on Form S-3 for Debt Securities to be Offered Pursuant to Rule 415 Ladies and Gentlemen: We have acted as counsel to UGI Utilities, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission ("Commission") of a Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended ("Securities Act"), relating to the issuance and sale from time to time by the Company of up to $123,000,000 aggregate principal amount of debt securities ("Debt Securities"), each series of which will be offered on terms to be determined at the time of sale. In rendering the opinion set forth below, we have examined the Registration Statement and the exhibits thereto, the Indenture dated as of August 1, 1993, between the Company and First Union National Bank, formerly known as First Fidelity Bank, National Association, as trustee (the "Indenture"), the corporate records and documents, statements and certificates of officers of the Company, and have made such other and further investigations, as we have deemed relevant. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that, when (i) authorized by the Company in accordance with the Indenture, (ii) executed and authenticated in accordance with the Indenture and (iii) delivered as contemplated in the Registration Statement and the Indenture against payment therefor, the Debt Securities registered on the Registration Statement will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equity principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our Firm under the caption "Legal Opinion" in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder. Sincerely, Morgan, Lewis & Bockius LLP EX-12 5 dex12.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12 UGI UTILITIES INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Thousands of dollars)
Nine Nine Months Months Ended Ended June 30, June 30, Year Ended September 30, ----------------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- --------- --------- Earnings: Earnings before income taxes $ 78,188 $ 81,346 $ 82,882 $ 63,139 $ 57,007 $ 63,275 $ 61,717 Interest expense 14,333 13.598 18,135 17,317 17,383 16,696 15.921 Amortization of debt discount and expense 187 157 218 215 200 176 173 Interest component of rental expense 979 990 1,318 1,539 1,624 1,887 1,838 --------- --------- --------- --------- --------- --------- --------- $ 93,687 $ 96,091 $ 102,553 $ 82,210 $ 76,214 $ 82,034 $ 79,649 ========= ========= ========= ========= ========= ========= ========= Fixed Charges: Interest expense $ 14,333 $ 13,598 $ 18,135 $ 17,317 $ 17,383 $ 16,696 $ 15,921 Amortization of debt discount and expense 187 157 218 215 200 176 173 Allowance for funds used during construction (capitalized interest) 23 21 17 36 39 114 107 Interest component of rental expense 979 990 1,318 1,539 1,624 1,887 1,838 --------- --------- --------- --------- --------- --------- --------- $ 15,522 $ 14,766 $ 19,688 $ 19,107 $ 19,246 $ 18,873 $ 18,039 ========= ========= ========= ========= ========= ========= ========= Ratio of earnings to fixed charges 6.04 6.51 5.21 4.30 3.96 4.35 4.42 ========= ========= ========= ========= ========= ========= =========
EX-23.(B) 6 dex23b.txt CONSENT OF ARTHUR ANDERSEN, LLP Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To UGI Utilities, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 10, 2000, included in UGI Utilities, Inc.'s Form 10-K for the fiscal year ended September 30, 2000, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania October 30, 2001 EX-25 7 dex25.txt FORM T-1 Exhibit 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) FIRST UNION NATIONAL BANK (Exact Name of Trustee as Specified in its Charter) 22-1147033 (I.R.S. Employer Identification No.) 2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA (Address of Principal Executive Offices) 28288-0201 (Zip Code) FIRST UNION NATIONAL BANK 123 SOUTH BROAD STREET PHILADELPHIA, PA 19109 ATTENTION: CORPORATE TRUST ADMINISTRATION (215) 670-6300 (Name, address and telephone number of Agent for Service) UGI UTILITIES, INC. (Exact Name of Obligor as Specified in its Charter) PENNSYLVANIA State or other jurisdiction of Incorporation or Organization) 23-1174060 (I.R.S. Employer Identification No.) 100 KACHEL BOULEVARD, SUITE 400, GREEN HILL CORPORATE CENTER READING PA (Address of Principal Executive Offices) 19607 (Zip Code) DEBT SECURITIES (Title of Indenture Securities) 1. General information. Furnish the following information as to the trustee: a) Name and address of each examining or supervisory authority to which it is subject: Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank Richmond, Virginia 23219 Federal Deposit Insurance Corporation Washington, D.C. 20429 b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3. Voting securities of the trustee. Furnish the following information as to each class of voting securities of the trustee: Not applicable - see answer to Item 13. 4. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: Not applicable - see answer to Item 13. 5. Interlocking directorates and similar relationships with the obligor or underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not applicable - see answer to Item 13. 6. Voting securities of the trustee owned by the obligor or its officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor: Not applicable - see answer to Item 13. 7. Voting securities of the trustee owned by underwriters or their officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: Not applicable - see answer to Item 13. 8. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: Not applicable - see answer to Item 13. 9. Securities of underwriters owned or held by the trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: Not applicable - see answer to Item 13. 10. Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting stock of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: Not applicable - see answer to Item 13. 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. 4 If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: Not applicable - see answer to Item 13. 12. Indebtedness of the obligor to the trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: Not applicable - see answer to Item 13. 13. Defaults by the obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None 14. Affiliations with the underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not applicable - see answer to Item 13. 15. Foreign trustee. Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable - trustee is a national banking association organized under the laws of the United States. 16. List of Exhibits. 5 List below all exhibits filed as part of this statement of eligibility. ___ 1. Copy of Articles of Association of the trustee as now in effect.* ___ 2. Copy of the Certificate of the Comptroller of the Currency dated March 4, 1998, evidencing the authority of the trustee to transact business. ** ___ 3. Copy of the Certification of Fiduciary Powers of the trustee by the Office of the Comptroller of the Currency dated April 7, 1999.*** X 4. Copy of existing by-laws of the trustee. --- ___ 5. Copy of each indenture referred to in Item 4, if the obligor is in default. -Not Applicable. X 6. Consent of the trustee required by Section 321(b) of the Act. --- X 7. Copy of report of condition of the trustee at the close of business --- on June 30, 2001, published pursuant to the requirements of its supervising authority. ___ 8. Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. -Not Applicable ___ 9. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act. -Not Applicable ________________________ *Previously filed with the Securities and Exchange Commission on March 16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement Number 333-47985, ** and filed with the Securities and Exchange Commission on July 15, 1998 as an Exhibit to Form T-1 in connection with Registration Statement Number 333-59145, *** and filed with the Securities and Exchange Commission on May 20, 1999 in connection with Registration Statement Number 333- 78927 and incorporated herein by reference. NOTE The trustee disclaims responsibility for the accuracy or completeness of information contained in this Statement of Eligibility and Qualification not known to the trustee and not obtainable by it through reasonable investigation and as to which information it has obtained from the obligor and has had to rely or will obtain from the principal underwriters and will have to rely. 6 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee, First Union National Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility and Qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia and the Commonwealth of Pennsylvania, on the 29th day of October, 2001. First Union National Bank By: s/Alan G. Finn --------------- Alan G. Finn Vice President 7 EXHIBIT 4 BY-LAWS OF FIRST UNION NATIONAL BANK ARTICLE I Meetings of Shareholders ------------------------ Section 1.1 Annual Meeting. The annual meeting of the shareholders for the -------------------------- election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 1998, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting. Section 1.2 Special Meetings. Except as otherwise specifically provided by ---------------------------- statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association, a notice stating the purpose of the meeting. Section 1.3 Nominations for Directors. Nominations for election to the ------------------------------------- Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the bank entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the bank, shall be made in writing and shall be delivered or mailed to the President of the Bank and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided however, that if less than 21 days' notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Bank and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. Section 1.4 Judges of Election. The Board may at any time appoint from ------------------------------ among the shareholders three or more persons to serve as Judges of Election at any meeting of shareholders; 8 to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof. Section 1.5 Proxies. Shareholders may vote at any meeting of the ------------------- shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6 Quorum. A majority of the outstanding capital stock, ------------------ represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II Directors --------- Section 2.1 Board of Directors. The Board of Directors (hereinafter ------------------------------ referred to as the "Board"), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board. Section 2.2 Number. The Board shall consist of not less than five nor more ------------------ than twenty-five directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of directors to a number which, (1) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less, and (2) to a number which exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five. Section 2.3 Organization Meeting. The Secretary of the meeting upon -------------------------------- receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting from time to time, until a quorum is obtained. Section 2.4 Regular Meetings. Regular meetings of the Board of Directors ---------------------------- shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the third Tuesday in February, April, June, August, October and December, commencing with the year 1997, at the main office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day. 9 Section 2.5 Special Meetings. Special meetings of the Board of Directors ---------------------------- may be called by the President of the Association, or at the request of three (3) or more directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting. Section 2.6 Quorum. A majority of the directors shall constitute a quorum ------------------ at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. Section 2.7 Vacancies. When any vacancy occurs among the directors, the --------------------- remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory --------------------------- Boards for each of the states in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such state with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such state, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such state and may consult with the State Advisory Boards prior to such appointments. ARTICLE III Committees of the Board ----------------------- Section 3.1 The Board of Directors, by resolution adopted by a majority of ----------- the number of directors fixed by these By-Laws, may designate two or more directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require 10 to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration. ARTICLE IV Officers and Employees ---------------------- Section 4.1 Officers. The officers of the Association may be a Chairman of -------------------- the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. Section 4.2 Election, Term of Office, and Qualification. Each officer ------------------------------------------------------- shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office. Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding ----------------------------------------------------- Section 1 of these By-laws, any Senior Vice President, Vice President, or Assistant Vice President shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Bank, and to such extent, said officers are appointed to the office of Assistant Secretary. Section 4.3 Chief Executive Officer. The Board of Directors shall ----------------------------------- designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors. Section 4.4 Duties of Officers. The duties of all officers shall be ------------------------------ prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the corporation not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors. Section 4.5 Other Employees. The Board of Directors may appoint from time --------------------------- to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation. 11 Section 4.6 Removal and Resignation. Any officer or employee of the ----------------------------------- Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.5. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer. ARTICLE V Fiduciary Powers ---------------- Section 5.1 Capital Management Group. There shall be an area of this ------------------------------------ Association known as the Capital Management Group which shall be responsible for the exercise of the fiduciary powers of this Association. The Capital Management Group shall consist of four service areas: Fiduciary Services, Retail Services, Investments and Marketing. The Fiduciary Services unit shall consist of personal trust, employee benefits, corporate trust and operations. The General Office for the Fiduciary Services unit shall be located in Charlotte, N.C., with additional Trust Offices in such locations as the Association shall determine from time to time. Section 5.2 Trust Officers. There shall be a General Trust Officer of this -------------------------- Association whose duties shall be to manage, supervise and direct all the activities of the Capital Management Group. Further, there shall be one or more Senior Trust Officers designated to assist the General Trust Officer in the performance of his duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management Group in accordance with provisions of applicable law and regulation. Section 5.3 General Trust Committee. There shall be a General Trust ------------------------------------ Committee composed of not less than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the business or affairs of the Capital Management Group and shall adopt overall policies for the conduct of the business of the Capital Management Group, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall appoint the members of the following subcommittees: the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, and Corporate and Institutional Accounts Committee. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the fiduciary activities of the Capital Management Group and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or to the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, or Corporate and Institutional Accounts Committee, or other committees it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of First Union Corporation, as they relate to the activities of the Capital Management Group. The Chairman of the General Trust Committee 12 shall be appointed by the Chairman of the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary, approved by its Chairman and submitted to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. The Board of Directors retains responsibility for the proper exercise of this Association's fiduciary powers. Section 5.4 Investment Policy Committee. There shall be an Investment ---------------------------------------- Policy Committee composed of not less than seven (7) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of five (5) members. The Investment Policy Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Investment Policy Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.5 Personal Trust Administration Committee. There shall be a ---------------------------------------------------- Personal Trust Administration Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any three (3) members of the Committee. A quorum shall consist of three (3) members. The Personal Trust Administration Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Personal Trust Administration Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.6 Account Review Committee. There shall be an Account Review ------------------------------------- Committee composed of not less than four (4) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Account Review Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Account Review Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.7 Corporate and Institutional Accounts Committee. There shall be ----------------------------------------------------------- a Corporate and Institutional Accounts Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Corporate and Institutional Accounts Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Corporate and Institutional Accounts Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." 13 ARTICLE VI Stock and Stock Certificates ---------------------------- Section 6.1 Transfers. Shares of stock shall be transferable on the books --------------------- of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares. Section 6.2 Stock Certificates. Certificates of stock shall bear the ------------------------------ signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. ARTICLE VII Corporate Seal -------------- Section 7.1 The President, the Cashier, the Secretary, or any Assistant ----------- Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form. ARTICLE VIII Miscellaneous Provisions ------------------------ Section 8.1 Fiscal Year. The fiscal year of the Association shall be the ----------------------- calendar year. Section 8.2 Execution of Instruments. All agreements, indentures, ------------------------------------ mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or 14 accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. Section 8.3 Records. The Articles of Association, the By-laws, and the ------------------- proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting. ARTICLE IX By-laws ------- Section 9.1 Inspection. A copy of the By-laws, with all amendments ---------------------- thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 9.2 Amendments. The By-laws may be amended, altered or repealed, ---------------------- at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors. 15 Exhibit A --------- First Union National Bank Article X Emergency By-laws In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency. OFFICERS PRO TEMPORE AND DISASTER Section 1. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being. Section 2. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its directors and officers as contemplated by these By-laws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, such Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under Section 5.3 of Article V hereof. In the event of the unavail- ability, at such time, of a minimum of two members of the then incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose, and any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws. Officer Succession BE IT RESOLVED, that if consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located by the then acting Head Officer or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated: Chairman 16 President Division Head/Area Administrator - Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association. Any one of the above persons who in accordance with this resolution assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Head Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association. BE IT FURTHER RESOLVED, that anyone dealing with this Association may accept a certification by any three officers that a specified individual is acting as Chief Executive Officer in accordance with this resolution; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three officers of the Association. Alternate Locations The offices of the Association at which its business shall be conducted shall be the main office thereof in each city which is designated as a City Office (and branches, if any), and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. Acting Head Offices BE IT RESOLVED, that in case of and provided because of war or warlike damage or disaster, the General Office of this Association, located in Charlotte, North Carolina, is unable temporarily to continue its functions, the Raleigh office, located in Raleigh, North Carolina, shall automatically and without further action of this Board of Directors, become the "Acting Head Office of this Association"; BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or disaster, both the General Office of this Association and the said Raleigh Office of this Association are unable to carry on their functions, then and in such case, the Asheville Office of this Association, located in Asheville, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office nor the Asheville Office can carry on their functions, then the Greensboro Office of this Association, located in Greensboro, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office, the Asheville Office, nor the Greensboro Office can carry on their functions, then the Lumberton Office of this 17 Association, located in Lumberton, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association". The Head Office shall resume its functions at its legally authorized location as soon as practicable. 18 CONSENT OF THE TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of UGI Utilities, Inc. Debt Securities, First Union National Bank, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRST UNION NATIONAL BANK By: s/ Alan G. Finn --------------- Alan G. Finn Vice President Philadelphia, Pennsylvania October 29, 2001 19 REPORT OF CONDITION EXHIBIT 7 Consolidating domestic and foreign subsidiaries of the First Union National Bank, Charlotte, North Carolina, at the close of business on June 30, 2001 published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 22693 Comptroller of the Currency.
Statement of Resources and Liabilities ASSETS Thousand of Dollars ------------------- Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin................. 9,537,000 Interest bearing balances.......................................... 1,509,000 Securities........................................................... ///////// Held-to-maturity securities........................................ 0 Available-for-sale securities...................................... 45,221,000 Federal funds sold and securities purchases to resell................ 6,315,000 Loans and lease financing receivables: Loans and leases held for sale..................................... 6,148,000 Loans and leases, net of unearned income........................... 122,125,000 LESS: Allowance for loan and lease losses.......................... 1,740,000 LESS: Allocated transfer risk reserve.............................. 0 Loans and leases, net of unearned income, allowance, and reserve... 120,385,000 Trading assets....................................................... 19,000,000 Premises and fixed assets (including capitalized leases)............. 2,742,000 Other real estate owned.............................................. 100,000 Investment in unconsolidated subsidiaries and associated ////////// companies............................................................ 316,000 Customer's liability to this bank on acceptances outstanding......... 856,000 Intangible assets: Goodwill.......................................................... 2,329,000 Other intanible assets............................................ 344,000 Other assets...................................................... 12,844,000 Total assets......................................................... 227,646,000 LIABILITIES Deposits: In domestic offices............................................. 131,429,000 Noninterest-bearing........................................... 20,764,000 Interest-bearing.............................................. 110,665,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs... 11,657,000 Noninterest-bearing........................................... 80,000 Interest-bearing.............................................. 11,577,000 Federal funds purchased and securities sold under agreements to repurchase....................................................... 19,794,000 Trading liabilities.................................................. 11,908,000 Other borrowed money:................................................ 22,811,000 Not applicable....................................................... //////// Bank's liability on acceptances executed and outstanding............. 859,000 Subordinated notes and debentures.................................... 5,993,000 Other liabilities.................................................... 6,513,000 Total liabilities.................................................... 210,964,000 Minority interest in consolidated subsidiaries....................... 964,000
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EQUITY CAPITAL Perpetual preferred stock and related surplus........................ 161,000 Common Stock......................................................... 455,000 Surplus.............................................................. 13,309,000 Retained earnings.................................................... 1,877,000 Accumulated other comprehensive income............................... (84,000) Total equity capital................................................. 15,718,000 Total liabilities and equity capital................................. 227,646,000
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