-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Up+y3+zuHiibfMr6fBTT5IQbJWGL/2CEKdj+5m7jy50ZC9WkNo3uYRh16Gv4UzG+ LuZfW5hPdSleOoNb9S1I4A== 0000893220-99-000776.txt : 19990630 0000893220-99-000776.hdr.sgml : 19990630 ACCESSION NUMBER: 0000893220-99-000776 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11071 FILM NUMBER: 99654403 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 10-K/A 1 FORM 10-K/A AMEND. #2 FOR UGI CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 Commission file number 1-11071 UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-2668356 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 337-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF CLASS ON WHICH REGISTERED Common Stock, without par value New York Stock Exchange, Inc. Philadelphia Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None ----------------------------------- 2 The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended September 30, 1998 to include the financial statements required by Form 11-K with respect to the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane, Inc. Savings Plan, as set forth herein: PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) DOCUMENTS FILED AS PART OF THIS REPORT: (1), (2) The financial statements and financial statement schedules incorporated by reference or included in this Report are listed in the accompanying Index to Financial Statements and Financial Statement Schedules set forth on page F-2 through F-3 of this Report, which is incorporated herein by reference. (3) LIST OF EXHIBITS: The exhibits filed as part of this Report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing): -2- 3 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 3.1 (Second) Amended and Restated Articles of UGI Amendment No. 1 on 3.(3)(a) Incorporation of the Company Form 8 to Form 8-B (4/10/92) 3.2 Bylaws of UGI as in effect since October 27, 1998 4 Instruments defining the rights of security holders, including indentures. (The Company agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of its long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K) 4.1 Rights Agreement, as amended as of April UGI Form 8-K (4/17/96) 4.1 17, 1996, between the Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights Agent, and Assumption Agreement dated April 7, 1992 4.2 The description of the Company's Common UGI Form 8-B/A (4/17/96) 3.(4) Stock contained in the Company's registration statement filed under the Securities Exchange Act of 1934, as amended 4.3 UGI's (Second) Amended and Restated Articles of Incorporation and Bylaws referred to in 3.1 and 3.2 above 4.4 Utilities' Articles of Incorporation Utilities Form 8-K (9/22/94) 4(a) 4.5 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8 among The Prudential Insurance Company of Partners, L.P. America, Metropolitan Life Insurance (3/31/95) Company, and certain other institutional investors and AmeriGas Propane, L.P., New AmeriGas Propane, Inc. and Petrolane Incorporated 4.6 First Amendment dated as of September 12, AmeriGas Form 10-K (9/30/97) 4.5 1997 to Note Agreement dated as of April Partners, L.P. 12, 1995
-3- 4 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 4.7 Second Amendment dated as of September 15, AmeriGas Form 10-K (9/30/98) 4.6 1998 to Note Agreement dated as of April Partners, L.P. 12, 1995 10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K (9/30/95) 10.5 November 1, 1989 between Utilities and Columbia, as modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.2 Service Agreement (Rate FTS) dated June 1, Utilities Form 10-K (12/31/90) (10)o. 1987 between Utilities and Columbia, as modified by Supplement No. 1 dated October 1, 1988; Supplement No. 2 dated November 1, 1989; Supplement No. 3 dated November 1, 1990; Supplement No. 4 dated November 1, 1990; and Supplement No. 5 dated January 1, 1991, as further modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.3 Transportation Service Agreement (Rate Utilities Form 10-K (12/31/90) (10)p. FTS-1) dated November 1, 1989 between Utilities and Columbia Gulf Transmission Company, as modified pursuant to the orders of the Federal Energy Regulatory Commission in Docket No. RP93-6-000 reported at Columbia Gulf Transmission Co., 64 FERC Paragraph 61,060 (1993), order on rehearing, 64 FERC Paragraph 61,365 (1993) 10.4 Amended and Restated Sublease Agreement UGI Form 10-K (9/30/94) 10.35 dated April 1, 1988 between Southwest Salt Co. and AP Propane, Inc. (the "Southwest Salt Co. Agreement")
-4- 5 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 10.5 Letter dated September 26, 1994 pursuant to UGI Form 10-K (9/30/94) 10.36 Article 1, Section 1.2 of the Southwest Salt Co. Agreement re: option to renew for period of June 1, 1995 to May 31, 2000 10.6** UGI Corporation Directors Deferred UGI Form 10-K (9/30/94) 10.39 Compensation Plan dated August 26, 1993 10.7** UGI Corporation 1992 Stock Option and UGI Form 10-Q (6/30/92) (10)ee Dividend Equivalent Plan, as amended May 19, 1992 10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q (6/30/96) 10.4 March 8, 1996 10.9** UGI Corporation Directors' Equity UGI Form 10-Q (3/31/97) 10.1 Compensation Plan 10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q (3/31/97) 10.2 Dividend Equivalent Plan 10.11** UGI Corporation 1992 Directors' Stock Plan UGI Form 10-Q (6/30/92) (10)ff 10.12** UGI Corporation Senior Executive Employee UGI Form 10-K (9/30/97) 10.12 Severance Pay Plan effective January 1, 1997 10.13** Change of Control Agreement between UGI UGI Form 10-K (9/30/97) 10.13 Corporation and Lon R. Greenberg 10.14** Form of Change of Control Agreement between UGI Form 10-K (9/30/97) 10.14 UGI Corporation and Mr. Bunn 10.15** Form of Change of Control Agreement between UGI Form 10-K (9/30/97) 10.15 UGI Corporation and each of Messrs. Bovaird, Cuzzolina, Hall and Mendicino 10.16** 1997 Stock Purchase Loan Plan UGI Form 10-K (9/30/97) 10.16 10.17** UGI Corporation Supplemental Executive UGI Form 10-Q (6/30/98) 10 Retirement Plan Amended and Restated effective October 1, 1996
-5- 6 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 10.18 Amended and Restated Credit Agreement dated AmeriGas Form 10-K 10.1 as of September 15, 1997 among AmeriGas Partners, L.P. Propane, L.P., AmeriGas Propane, Inc., (9/30/97) Petrolane Incorporated, Bank of America National Trust and Savings Association, as Agent, First Union National Bank, as Syndication Agent and certain banks 10.19 First Amendment dated as of September 15, AmeriGas Form 10-K (9/30/98) 10.2 1998 to Amended and Restated Credit Partners, L.P. Agreement 10.20 Intercreditor and Agency Agreement dated as AmeriGas Form 10-Q (3/31/95) 10.2 of April 19, 1995 among AmeriGas Propane, Partners, L.P. Inc., Petrolane Incorporated, AmeriGas Propane, L.P., Bank of America National Trust and Savings Association ("Bank of America") as Agent, Mellon Bank, N.A. as Cash Collateral Sub-Agent, Bank of America as Collateral Agent and certain creditors of AmeriGas Propane, L.P. 10.21 General Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.3 April 19, 1995 among AmeriGas Propane, Partners, L.P. L.P., Bank of America National Trust and Savings Association and Mellon Bank, N.A. 10.22 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q (3/31/95) 10.4 April 19, 1995 among AmeriGas Propane, Partners, L.P. L.P., Bank of America National Trust and Savings Association as Collateral Agent and Mellon Bank, N.A. as Cash Collateral Agent 10.23 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q (3/31/95) 10.5 April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P. for the benefit of Bank of America National Trust and Savings Association, as Collateral Agent
-6- 7 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- 10.24 Trademark License Agreement dated April 19, AmeriGas Form 10-Q (3/31/95) 10.6 1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P. 10.25 Trademark License Agreement, dated April AmeriGas Form 10-Q (3/31/95) 10.7 19, 1995 among AmeriGas Propane, Inc., Partners, L.P. AmeriGas Partners, L.P. and AmeriGas Propane, L.P. 10.26 Agreement dated as of May 1, 1996 between AmeriGas Form 10-K (9/30/97) 10.2 TE Products Pipeline Company, L.P. and Partners, L.P. AmeriGas Propane, L.P. 13.1 Pages 13 through 43 of 1998 Annual Report to Shareholders 13.2 Amendment No. 1 on Form 8-K/A to Form 8-K dated July 11, 1997 21 Subsidiaries of the Registrant 23.1 Consent of Arthur Andersen LLP re: Financial Statements of UGI Corporation 23.2 Consent of Arthur Andersen LLP re: Financial Statements of AmeriGas Propane, Inc. 23.3 Consent of PricewaterhouseCoopers LLP 23.4 Consent of Arthur Andersen LLP re: Financial Statements of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for Plan years ended September 30, 1998 *23.5 Consent of Arthur Andersen LLP re: Financial Statements and Supplemental Schedules of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the three months ended December 31, 1998 27 Financial Data Schedule
-7- 8 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT ----------- ------- ---------- ------ ------- *99 Financial Statements and Supplemental Schedules of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the three months ended December 31, 1998
* Filed herewith. ** As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or arrangement. (b) Reports on Form 8-K: The Company did not file any Current Reports on Form 8-K during the last quarter of the fiscal year ended September 30, 1998. -8- 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned. UGI CORPORATION Date: June 28, 1999 By: s/Anthony J. Mendicino ------------------------------ Anthony J. Mendicino Vice President - Finance and Chief Financial Officer -9- 10 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ---------- ----------- 23.5 Consent of Arthur Andersen LLP 99 Financial Statements and Supplemental Schedules of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the three months ended December 31, 1998
EX-23.5 2 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 18, 1999 on our audit of the financial statements and supplemental schedule of the AmeriGas Propane, Inc. Savings Plan for the three months ended December 31, 1998 and the year ended September 30, 1998 and our report dated June 9, 1999 on our audit of the financial statements and supplemental schedules of the UGI Utilities, Inc. Savings Plan for the three months ended December 31, 1998 and the year ended September 30, 1998, included in UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A, Amendment No. 2) for the fiscal year ended September 30, 1998, into UGI Corporation's previously filed Form S-8 Registration Statement No. 33-47319; Form S-3 Registration Statement No. 33-78776; Form S-8 Registration Statement No. 33-61722; Form S-8 Registration Statement No. 333-22305 and Form S-8 Registration Statement No. 333-37093. Arthur Andersen LLP Chicago, Illinois June 29, 1999 EX-99 3 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 1 Exhibit 99 Financial Statements and Supplemental Schedules of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan for the three months ended December 31, 1998 2 UGI UTILITIES, INC. SAVINGS PLAN FINANCIAL STATEMENTS for the three months ended December 31, 1998 and the year ended September 30, 1998 -1- 3 UGI UTILITIES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS: Page(s) ------- Report of Independent Public Accountants 3 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1998 and September 30, 1998 4 to 9 Statements of Changes in Net Assets Available for Benefits for the three months ended December 31, 1998 and the year ended September 30, 1998 10 to 15 Notes to Financial Statements 16 to 27 Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1998 28 to 29 Item 27d - Schedule of Reportable Transactions for the three months ended December 31, 1998 30
-2- 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Retirement Committee of UGI Utilities, Inc.: We have audited the accompanying statements of net assets available for benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") as of December 31, 1998 and September 30, 1998, and the related statements of changes in net assets available for benefits for the three months ended December 31, 1998 and the year ended September 30, 1998, respectively. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and September 30, 1998 and the changes in net assets available for benefits for the three months ended December 31, 1998 and the year ended September 30, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Chicago, Illinois June 9, 1999 -3- 5 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 1 of 3)
Participant Directed ----------------------------------------------------------------------- Fidelity Fidelity Fidelity Managed Fidelity Fidelity Spartan Cash Income Intermediate U. S. Bond U.S. Equity Reserves Portfolio II Bond Index Index TOTAL Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $47,387,403 $ 3,007,127 $ 7,317,528 $ 801,714 $ 97,065 $ 1,985,582 Loans to participants 1,334,510 Employers' contributions receivable 303,223 8,906 51,218 7,690 632 22,880 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $49,025,136 $ 3,016,033 $ 7,368,746 $ 809,404 $ 97,697 $ 2,008,462 =========== =========== =========== =========== =========== ===========
Participant Directed ----------------------------------------------------------------------- Fidelity Fidelity Equity Fidelity Growth & Fidelity Income Fidelity Puritan Income Balanced Fund Fund Fund Portfolio Fund ----------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $11,284,808 $ 1,719,694 $ 31,661 $ 36,116 $ 20,021 Loans to participants Employers' contributions receivable 61,179 16,871 343 1,045 21 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $11,345,987 $ 1,736,565 $ 32,004 $ 37,161 $ 20,042 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -4- 6 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 2 of 3)
Participant Directed --------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Equity Real Estate Fidelity Growth Fidelity Capital Income II Investment Magellan Company OTC Appreciation Fund Portfolio Fund Fund Portfolio Fund ----------- ----------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $ 2,984 $ 164 $15,935,862 $ 1,133,121 $ 16,464 $ 42 Loans to participants Employers' contributions receivable 288 132 82,568 13,460 685 38 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 3,272 $ 296 $16,018,430 $ 1,146,581 $ 17,149 $ 80 =========== =========== =========== =========== =========== ===========
Participant Directed ----------------------------------------- Fidelity Fidelity Fidelity Blue Chip Low-Priced Small Cap Growth Stock Selector Fund Fund Fund ----------- ----------- ----------- Trust investments (Note 3) $ 141,612 $ 14,175 $ 33,098 Loans to participants Employers' contributions receivable 2,277 92 881 ----------- ----------- ----------- Net assets available for benefits $ 143,889 $ 14,267 $ 33,979 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -5- 7 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 3 of 3)
Participant Directed ----------------------------------------------------------------------------------------- Fidelity International Fidelity Fidelity Fidelity Fidelity Growth & Fidelity Freedom Freedom Freedom Overseas Income Worldwide Income 2000 2010 Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- ---------- ---------- ---------- Trust investments (Note 3) $ 512,192 $ 10,611 $ 2,774 $ 219,366 $ 156,341 $ 72,061 Loans to participants Employers' contributions receivable 7,327 130 302 16 917 1,344 ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 519,519 $ 10,741 $ 3,076 $ 219,382 $ 157,258 $ 73,405 ========== ========== ========== ========== ========== ==========
Participant Directed ---------------------------------------------------------- Fidelity Fidelity UGI Freedom Freedom Common 2020 2030 Stock Participant Fund Fund Fund Loans ---------- ---------- ---------- ---------- Trust investments (Note 3) $ 101,016 $ 18,796 $2,715,408 Loans to participants $1,334,510 Employers' contributions receivable 2,439 1,127 18,415 ---------- ---------- ---------- ---------- Net assets available for benefits $ 103,455 $ 19,923 $2,733,823 $1,334,510 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. -6- 8 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF SEPTEMBER 30, 1998 (page 1 of 3)
Participant Directed --------------------------------------------------------------------- Fidelity Fidelity Managed Fidelity Cash Fixed Income Intermediate Reserves Income Portfolio II Bond TOTAL Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $40,084,418 $ 3,053,522 $ 1,985,693 $ 5,278,268 $ 849,079 Loans to participants 1,333,525 Employers' contributions receivable 1,064,821 24,854 209,995 25,610 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $42,482,764 $ 3,078,376 $ 1,985,693 $ 5,488,263 $ 874,689 =========== =========== =========== =========== ===========
Participant Directed ---------------------------------------------------------------------------------------- Fidelity Fidelity Spartan Fidelity Fidelity U. S. Bond U.S. Equity Equity Fidelity Growth & Index Index Income Fidelity Puritan Income Fund Fund Fund Fund Fund Portfolio ------ ---------- ----------- ---------- ---- --------- Trust investments (Note 3) $1,607,693 $ 9,856,218 $1,346,425 Loans to participants Employers' contributions receivable $1,305 68,372 230,527 59,975 $208 $98 ------ ---------- ----------- ---------- ---- --- Net assets available for benefits $1,305 $1,676,065 $10,086,745 $1,406,400 $208 $98 ====== ========== =========== ========== ==== ===
The accompanying notes are an integral part of these financial statements. -7- 9 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF SEPTEMBER 30, 1998 (page 2 of 3)
Participant Directed -------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Equity Real Estate Fidelity Growth Balanced Income II Investment Magellan Company Fund Fund Portfolio Fund Fund ---- ---- ----------- ----------- -------- Trust investments (Note 3) $12,361,716 $895,539 Loans to participants Employers' contributions receivable $213 $115 $ 83 288,833 45,613 ---- ---- ----------- ----------- -------- Net assets available for benefits $213 $115 $ 83 $12,650,549 $941,152 ==== ==== =========== =========== ========
Participant Directed ------------------------------------------------------------------------------ Fidelity Fidelity Fidelity International Fidelity Blue Chip Small Cap Fidelity Growth & OTC Growth Selector Overseas Income Portfolio Fund Fund Fund Fund ----- ------- ----- --------- ----- Trust investments (Note 3) $ 415,838 Loans to participants Employers' contributions receivable $ 218 $ 4,193 $ 685 24,922 $ 255 ----- ------- ----- --------- ----- Net assets available for benefits $ 218 $ 4,193 $ 685 $ 440,760 $ 255 ===== ======= ===== ========= =====
The accompanying notes are an integral part of these financial statements. -8- 10 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF SEPTEMBER 30, 1998 (page 3 of 3)
Participant Directed ------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Fidelity UGI Freedom Freedom Freedom Freedom Freedom Common Income 2000 2010 2020 2030 Stock Participant Fund Fund Fund Fund Fund Fund Loans ---------- ------ --- ------ ---- ---------- ---------- Trust investments (Note 3) $2,434,427 Loans to participants $1,333,525 Employers' contributions receivable $ 2,461 $3,306 $82 $2,677 $173 70,048 ---------- ------ --- ------ ---- ---------- ---------- Net assets available for benefits $ 2,461 $3,306 $82 $2,677 $173 $2,504,475 $1,333,525 ========== ====== === ====== ==== ========== ==========
The accompanying notes are an integral part of these financial statements. -9- 11 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 1 of 3)
Participant Directed ------------------------------------------------------------------- Fidelity Fidelity Managed Fidelity Cash Fixed Income Intermediate Reserves Income Portfolio II Bond TOTAL Fund Fund Fund Fund ------------ ----------- ----------- ----------- --------- Participants' contributions $ 1,239,750 $ 110,062 $ 167,540 $ 33,193 Employers' contributions 303,223 8,906 51,218 7,690 Investment income: Dividends 1,083,200 37,444 99,639 12,202 Net appreciation (depreciation) in value of investments 5,072,623 (10,865) Other 29,649 2,005 $ 5 7,419 443 Transfers of participants' balances, net (118,927) 71,464 (1,985,698) 1,849,699 (101,482) ------------ ----------- ----------- ----------- --------- 7,609,518 229,881 (1,985,693) 2,175,515 (58,819) Less - Distributions to participants 1,067,146 292,224 295,032 6,466 ------------ ----------- ----------- ----------- --------- Net additions (deductions) 6,542,372 (62,343) (1,985,693) 1,880,483 (65,285) Net assets available for benefits- beginning of year 42,482,764 3,078,376 1,985,693 5,488,263 874,689 ------------ ----------- ----------- ----------- --------- Net assets available for benefits- end of year $ 49,025,136 $ 3,016,033 $ -- $ 7,368,746 $ 809,404 ============ =========== =========== =========== =========
Participant Directed --------------------------------------------------------------------------------------- Fidelity Fidelity Spartan Fidelity Fidelity U. S. Bond U.S. Equity Equity Fidelity Growth & Index Index Income Fidelity Puritan Income Fund Fund Fund Fund Fund Portfolio --------- ----------- ------------ ----------- ------- ------- Participants' contributions $ 1,962 $ 89,842 $ 222,379 $ 84,753 $ 714 $ 1,582 Employers' contributions 632 22,880 61,179 16,871 343 1,045 Investment income: Dividends 960 5,761 386,182 18,405 371 520 Net appreciation (depreciation) in value of investments (170) 330,326 1,192,734 295,003 1,554 3,341 Other 802 4,888 733 62 94 Transfers of participants' balances, net 93,008 (28,212) (439,717) (64,555) 28,752 30,481 --------- ----------- ------------ ----------- ------- ------- 96,392 421,399 1,427,645 351,210 31,796 37,063 Less - Distributions to participants 89,002 168,403 21,045 --------- ----------- ------------ ----------- ------- ------- Net additions (deductions) 96,392 332,397 1,259,242 330,165 31,796 37,063 Net assets available for benefits- beginning of year 1,305 1,676,065 10,086,745 1,406,400 208 98 --------- ----------- ------------ ----------- ------- ------- Net assets available for benefits- end of year $ 97,697 $ 2,008,462 $ 11,345,987 $ 1,736,565 $32,004 $37,161 ========= =========== ============ =========== ======= =======
The accompanying notes are an integral part of these financial statements. - 10 - 12 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 2 of 3)
Participant Directed ------------------------------------------------------------------------------------ Fidelity Fidelity Fidelity Fidelity Equity Real Estate Fidelity Growth Balanced Income II Investment Magellan Company Fund Fund Portfolio Fund Fund -------- -------- ----------- ------------ ---------- Participants' contributions $ 70 $ 210 $ 80 $ 327,733 $ 68,242 Employers' contributions 21 288 132 82,568 13,460 Investment income: Dividends 205 205 4 386,997 71,168 Net appreciation (depreciation) in value of investments 1,278 (46) (3) 2,955,439 124,818 Other 65 9,538 573 Transfers of participants' balances, net 18,190 2,500 (281,696) (53,745) -------- -------- ----------- ------------ ---------- 19,829 3,157 213 3,480,579 224,516 Less - Distributions to participants 112,698 19,087 -------- -------- ----------- ------------ ---------- Net additions (deductions) 19,829 3,157 213 3,367,881 205,429 Net assets available for benefits- beginning of year 213 115 83 12,650,549 941,152 -------- -------- ----------- ------------ ---------- Net assets available for benefits- end of year $ 20,042 $ 3,272 $ 296 $ 16,018,430 $1,146,581 ======== ======== =========== ============ ==========
Participant Directed ------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Fidelity Capital Blue Chip Low-Priced Small Cap Fidelity OTC Appreciation Growth Stock Selector Value Portfolio Fund Fund Fund Fund Fund ------- -------- -------- ------- -------- --- Participants' contributions $ 328 $ 37 $ 4,268 $ 122 $ 1,729 $19 Employers' contributions 685 38 2,277 92 881 Investment income: Dividends 1 141 Net appreciation (depreciation) in value of investments 2,391 4 17,761 912 4,351 1 Other 100 29 Transfers of participants' balances, net 13,527 115,290 13,000 26,304 (20) ------- -------- -------- ------- -------- --- 16,931 80 139,696 14,267 33,294 -- Less - Distributions to participants ------- -------- -------- ------- -------- --- Net additions (deductions) 16,931 80 139,696 14,267 33,294 -- Net assets available for benefits- beginning of year 218 -- 4,193 -- 685 -- ------- -------- -------- ------- -------- --- Net assets available for benefits- end of year $17,149 $ 80 $143,889 $14,267 $ 33,979 $-- ======= ======== ======== ======= ======== ===
The accompanying notes are an integral part of these financial statements. - 11 - 13 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 3 of 3)
Participant Directed ---------------------------------------------------------------------------------- Fidelity International Fidelity Fidelity Fidelity Growth & Fidelity Freedom Freedom Overseas Income Worldwide Income 2000 Fund Fund Fund Fund Fund --------- ------- -------- -------- -------- Participants' contributions $ 36,327 $ 374 $ 311 $ 60 $ 4,409 Employers' contributions 7,327 130 302 16 917 Investment income: Dividends 9,658 139 82 3,300 5,020 Net appreciation (depreciation) in value of investments 62,726 568 144 7,900 3,723 Other 441 Transfers of participants' balances, net (30,625) 9,275 2,237 205,645 139,883 --------- ------- -------- -------- -------- 85,854 10,486 3,076 216,921 153,952 Less - Distributions to participants 7,095 --------- ------- -------- -------- -------- Net additions (deductions) 78,759 10,486 3,076 216,921 153,952 Net assets available for benefits- beginning of year 440,760 255 -- 2,461 3,306 --------- ------- -------- -------- -------- Net assets available for benefits- end of year $ 519,519 $10,741 $ 3,076 $219,382 $157,258 ========= ======= ======== ======== ========
Participant Directed ------------------------------------------------------------------------------------ Fidelity Fidelity Fidelity UGI Freedom Freedom Freedom Common 2010 2020 2030 Stock Participant Fund Fund Fund Fund Loans -------- -------- -------- ---------- ---------- Participants' contributions $ 2,209 $ 4,091 $ 2,156 $ 74,948 Employers' contributions 1,344 2,439 1,127 18,415 Investment income: Dividends 2,197 2,242 418 39,939 Net appreciation (depreciation) in value of investments 1,979 6,716 1,091 68,947 Other 106 196 2,150 Transfers of participants' balances, net 65,488 85,094 14,958 47,782 $ 34,246 -------- -------- -------- ---------- ---------- 73,323 100,778 19,750 252,181 34,246 Less - Distributions to participants 22,833 33,261 -------- -------- -------- ---------- ---------- Net additions (deductions) 73,323 100,778 19,750 229,348 985 Net assets available for benefits- beginning of year 82 2,677 173 2,504,475 1,333,525 -------- -------- -------- ---------- ---------- Net assets available for benefits- end of year $ 73,405 $103,455 $ 19,923 $2,733,823 $1,334,510 ======== ======== ======== ========== ==========
The accompanying notes are an integral part of these financial statements. - 12 - 14 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 1 of 3)
Participant Directed ------------------------------------------------------------ Fidelity Fidelity Managed Fidelity Cash Fixed Income Intermediate Reserves Income Portfolio II Bond TOTAL Fund Fund Fund Fund ------------ ----------- ----------- ----------- --------- Participants' contributions $ 4,045,619 $ 160,577 $ 698,201 $ 104,964 Employers' contributions 1,064,821 24,854 209,995 25,610 Investment income: Interest 118,381 $ 118,381 Dividends 2,325,606 156,697 303,894 45,035 Net appreciation (depreciation) in value of investments (1,531,066) 20,503 Other 106,039 6,078 (2,598) 27,986 1,571 Transfers of participants' balances, net (173,836) (52,022) (2,436,555) 1,294,290 111,204 ------------ ----------- ----------- ----------- --------- 5,955,564 296,184 (2,320,772) 2,534,366 308,887 Less - Distributions to participants 2,355,049 275,151 101,498 509,002 10,535 ------------ ----------- ----------- ----------- --------- Net additions (deductions) 3,600,515 21,033 (2,422,270) 2,025,364 298,352 Net assets available for benefits- beginning of year 38,882,249 3,057,343 4,407,963 3,462,899 576,337 ------------ ----------- ----------- ----------- --------- Net assets available for benefits- end of year $ 42,482,764 $ 3,078,376 $ 1,985,693 $ 5,488,263 $ 874,689 ============ =========== =========== =========== =========
Participant Directed ------------------------------------------------------------------------------------ Fidelity Fidelity Spartan Fidelity Fidelity U.S. Bond U.S. Equity Equity Fidelity Growth & Index Index Income Fidelity Puritan Income Fund Fund Fund Fund Fund Portfolio ------- ----------- ------------ ----------- ----- ---- Participants' contributions $ 279,276 $ 916,323 $ 193,872 Employers' contributions $ 1,305 68,372 230,527 59,975 $ 208 $ 98 Investment income: Interest Dividends 35,117 608,049 113,477 Net appreciation (depreciation) in value of investments 44,760 (621,701) (58,226) Other 3,323 20,731 2,628 Transfers of participants' balances, net 500,690 (462,071) 458,735 ------- ----------- ------------ ----------- ----- ---- 1,305 931,538 691,858 770,461 208 98 Less - Distributions to participants 57,151 531,404 43,199 ------- ----------- ------------ ----------- ----- ---- Net additions (deductions) 1,305 874,387 160,454 727,262 208 98 Net assets available for benefits- beginning of year - 801,678 9,926,291 679,138 - - ------- ----------- ------------ ----------- ----- ---- Net assets available for benefits- end of year $ 1,305 $ 1,676,065 $ 10,086,745 $ 1,406,400 $ 208 $ 98 ======= =========== ============ =========== ===== ====
The accompanying notes are an integral part of these financial statements. - 13 - 15 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 2 of 3)
Participant Directed ----------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Equity Real Estate Fidelity Growth Balanced Income II Investment Magellan Company Fund Fund Portfolio Fund Fund ----- ----- --------- ------------ --------- Participants' contributions $ 1,125,648 $ 185,717 Employers' contributions $ 213 $ 115 $ 83 288,833 45,613 Investment income: Interest Dividends 835,775 72,019 Net appreciation (depreciation) in value of investments (374,256) (68,683) Other 33,707 3,143 Transfers of participants' balances, net 266,772 81,711 ----- ----- ---- ------------ --------- 213 115 83 2,176,479 319,520 Less - Distributions to participants 652,407 3,967 ----- ----- ---- ------------ --------- Net additions (deductions) 213 115 83 1,524,072 315,553 Net assets available for benefits- beginning of year - - - 11,126,477 625,599 ----- ----- ---- ------------ --------- Net assets available for benefits- end of year $ 213 $ 115 $ 83 $ 12,650,549 $ 941,152 ===== ===== ==== ============ =========
Participant Directed -------------------------------------------------------------------------- Fidelity Fidelity Fidelity International Fidelity Blue Chip Small Cap Fidelity Growth & OTC Growth Selector Overseas Income Portfolio Fund Fund Fund Fund --------- ------- ----- --------- ----- Participants' contributions $ 89,479 Employers' contributions $ 218 $ 4,193 $ 685 24,922 $ 255 Investment income: Interest Dividends 13,701 Net appreciation (depreciation) in value of investments (65,216) Other 1,589 Transfers of participants' balances, net 144,847 ----- ------- ----- --------- ----- 218 4,193 685 209,322 255 Less - Distributions to participants 991 ----- ------- ----- --------- ----- Net additions (deductions) 218 4,193 685 208,331 255 Net assets available for benefits- beginning of year - - - 232,429 - ----- ------- ----- --------- ----- Net assets available for benefits- end of year $ 218 $ 4,193 $ 685 $ 440,760 $ 255 ===== ======= ===== ========= =====
The accompanying notes are an integral part of these financial statements. - 14 - 16 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 3 of 3)
Participant Directed ----------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Fidelity UGI Freedom Freedom Freedom Freedom Freedom Common Income 2000 2010 2020 2030 Stock Participant Fund Fund Fund Fund Fund Fund Loans ------- ------- ---- ------- ----- ----------- ----------- Participants' contributions $ 291,562 Employers' contributions $ 2,461 $ 3,306 $ 82 $ 2,677 $ 173 70,048 Investment income: Interest Dividends 141,842 Net appreciation (depreciation) in value of investments (408,247) Other 7,881 Transfers of participants' balances, net (297,832) $ 216,395 ------- ------- ---- ------- ----- ----------- ----------- 2,461 3,306 82 2,677 173 (194,746) 216,395 Less - Distributions to participants 137,128 32,616 ------- ------- ---- ------- ----- ----------- ----------- Net additions (deductions) 2,461 3,306 82 2,677 173 (331,874) 183,779 Net assets available for benefits- beginning of year - - - - - 2,836,349 1,149,746 ------- ------- ---- ------- ----- ----------- ----------- Net assets available for benefits- end of year $ 2,461 $ 3,306 $ 82 $ 2,677 $ 173 $ 2,504,475 $ 1,333,525 ======= ======= ==== ======= ===== =========== ===========
The accompanying notes are an integral part of these financial statements. - 15 - 17 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the UGI Utilities, Inc. Savings Plan (Plan) provides general information on the provisions of the Plan in effect on December 31, 1998 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of UGI Utilities, Inc. (UGI Utilities), its holding company parent UGI Corporation (UGI), and certain affiliated companies (collectively, the Employers). Employees of the Employers are eligible upon hire to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the UGI Utilities Retirement Committee (Plan Administrator) whose members are appointed by the Board of Directors of UGI Utilities. CHANGE IN PLAN YEAR. The Pension Committee of UGI Utilities' Board of Directors approved a change to the Plan's fiscal year from one ending on September 30 to one ending on December 31, effective October 1, 1998. Accordingly, the Plan financial statements include the three months ended December 31, 1998 (1998 Short Plan Year) and the year ended September 30, 1998 (1998 Plan Year). CONTRIBUTIONS. A participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 15%, in whole percentages, of eligible compensation. In addition, a participant may elect to contribute to the Plan on an after-tax basis through payroll deduction an amount equal to from 1% to 6%, in whole percentages, of eligible compensation provided that the combination of before-tax and after-tax contributions does not exceed 15% of eligible compensation. Calendar year before-tax and after-tax contribution amounts are subject to limits prescribed by the Internal Revenue Code (IRC). A participant may increase the rate of his or her before-tax or after-tax contributions at any time. A participant may reduce or suspend his or her before-tax or after-tax contributions at any time by filing a written request with the Plan Administrator. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. The Plan also accepts on behalf of any employee (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a "rollover" individual retirement plan described in section 408 of the IRC, or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. For each Plan year, each of the Employers may, at their discretion, make a contribution to the Plan equal to a percentage of participant before-tax and after-tax contributions, up to a total of 6% of compensation for each eligible participant. In order to be entitled to the Employers' contribution, a participant must either (i) be actively employed by any of the Employers, or on a -16- 18 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) qualifying leave of absence on the last day of the Plan year or (ii) have retired, become disabled (as defined in the Plan), or died while an employee during the Plan year. Employers' contributions for the 1998 Short Plan Year and the 1998 Plan Year, which were made in January 1999 and October 1998, respectively, were invested in accordance with participant investment elections in effect on the dates of the contributions. A participant is fully vested in the portion of his or her account attributable to Employers' matching contributions upon the earlier of (i) the completion of five years of service or (ii) the attainment of normal retirement age, total disability (as defined by the Plan document) or death while in the employ of the Employers or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. A participant who terminates employment before he or she is fully vested will forfeit nonvested amounts attributable to the Employers' contributions. These forfeited amounts remain in the Plan and are available to reduce future Employer contributions. For the 1998 Short Plan Year and the 1998 Plan Year, forfeitures of $1,421 and $25,146, respectively, were used to reduce the Employers' contributions. During the 1998 Short Plan Year and the 1998 Plan Year, $444 and $22,283, respectively, were forfeited from participants' accounts. As of December 31, 1998 and September 30, 1998, there were $11 and $744, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more investment funds. Funds designated with an asterisk (*) below represent fund options which became available October 1, 1998. Certain of the Plan's investment funds were not used during the periods covered by the financial statements. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research Company (FMR). The Plan's investment funds are categorized as follows: - Money Market Fund - Fidelity Cash Reserves Fund This investment category comprises an unaffiliated registered investment company mutual fund whose investments comprise high-quality, short-term certificates of deposit, repurchase agreements, commercial paper or other similar short-term investments and whose investment objective is to achieve current income while maintaining a stable share price. -17- 19 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - Fixed Income Fund - Fixed Income Fund Prior to its termination on October 1, 1998, this investment category consisted of three-year guaranteed investment contracts with insurance companies. The 1996 Plan year contract was placed with New York Life Insurance Company. The investment objective of the fund was to provide a fixed rate of investment return guaranteed by the insurance companies for a specified period of time. Effective October 1, 1996, contributions to the Fixed Income Fund were discontinued. Participant account balances in the Fixed Income Fund were liquidated and reinvested in accordance with participant elections (or, if an election was not made, the default fund described below) as the guaranteed investment contracts matured. - Managed Income Fund - Fidelity Managed Income Portfolio II Fund This investment category comprises an unaffiliated commingled pool whose investments comprise principally guaranteed investment contracts offered by insurance companies and financial institutions and whose investment objective is to provide a fixed rate of investment return guaranteed by the insurance company or financial institution for a specified period of time, generally between one and seven years. - Bond Funds - Fidelity Intermediate Bond Fund - Fidelity Capital & Income Fund * This investment category comprises unaffiliated registered investment company mutual funds whose investments comprise principally fixed income obligations and whose investment objective is to achieve current income. - Index Funds - Fidelity U.S. Bond Index Fund * - Fidelity Spartan U. S. Equity Index Fund -18- 20 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) This investment category comprises unaffiliated registered investment company mutual funds whose investments broadly represent the U.S. bond market as measured by the Lehman Brothers Aggregate Bond Index and the U.S. stock market as measured by the Standard & Poor's Composite Index of 500 Stocks, respectively. The investment objective of this investment category is to track the performance of the respective indices. - Growth and Income Funds - Fidelity Equity Income Fund - Fidelity Balanced Fund * - Fidelity Fund - Fidelity Equity Income II Fund * - Fidelity Puritan Fund * - Fidelity Real Estate Investment - Fidelity Growth & Income Portfolio * Portfolio *
This investment category comprises registered investment company mutual funds whose investments comprise income-producing debt and equity securities and whose investment objective is to achieve current income and capital appreciation. - Growth Funds - Fidelity Magellan Fund - Fidelity Blue Chip Growth Fund * - Fidelity Growth Company Fund - Fidelity Low-Priced Stock Fund * - Fidelity OTC Portfolio * - Fidelity Small Cap Selector Fund* - Fidelity Capital Appreciation Fund * - Fidelity Value Fund *
This investment category comprises registered investment company mutual funds whose investments comprise principally equity securities and whose investment objective is to achieve capital appreciation over an extended period of time. - International Funds - Fidelity Overseas Fund - Fidelity Worldwide Fund * - Fidelity International Growth & Income Fund *
This investment category comprises unaffiliated registered investment company mutual funds whose investments comprise debt and equity securities principally of foreign issuers and whose investment objective is to achieve capital appreciation over an extended period of time. -19- 21 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - Fidelity Freedom Funds - Fidelity Freedom Income Fund * - Fidelity Freedom 2020 Fund * - Fidelity Freedom 2000 Fund * - Fidelity Freedom 2030 Fund * - Fidelity Freedom 2010 Fund *
This investment category comprises unaffiliated registered investment company mutual funds which invest in a combination of underlying Fidelity funds according to an asset allocation strategy that becomes increasingly conservative over time as each fund's target retirement date approaches. When each of these target retirement date funds matches the asset allocation of the Fidelity Freedom Income Fund (approximately five to ten years after the respective fund's target retirement date), it is expected that each fund will be combined with the Fidelity Freedom Income Fund. These funds' investment objectives are to achieve high total return over an extended period of time. - Employer Stock Fund - UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. The UGI Common Stock Fund holds a small cash position in order to allow participants to perform certain transactions on a daily basis without having to wait for the purchase or sale of UGI Common Stock to settle. During the 1998 Short Plan Year and the 1998 Plan Year, the ranges of high and low unit values were $10.80 and $9.52, and $12.76 and $9.12, respectively. Effective October 1, 1998, twenty new investment funds were established by the Plan. Because the Employers' contributions for the 1998 Plan Year were made subsequent to the establishment of the twenty additional investment funds, a portion of the 1998 Plan Year Employers' contributions were allocated at September 30, 1998 to these new fund options in accordance with then-existing participant investment elections. Participants may transfer amounts between funds (excluding transfers made from the Fixed Income Fund prior to the expiration of the investment contract) at any time with no limit. -20- 22 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Participants may change their investment elections for future contributions at any time. In the absence of a participant's Fixed Income Fund reinvestment election, during the 1998 Short Plan Year and the 1998 Plan Year all amounts were reinvested in the Fidelity Managed Income Portfolio II Fund. Fidelity Management Trust Company is the Plan's trustee for all investment assets except for investment assets of the Fixed Income Fund for which Mellon Bank, N.A. was the Plan's trustee. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement, death or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement, death or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Where the amount to be distributed exceeds $5,000 ($3,500 prior to October 1, 1998), no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined above) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000 ($3,500 before October 1, 1998) and has not exceeded $5,000 ($3,500 before October 1, 1998) at the time of any prior distribution, a Plan participant's benefit will be distributed as soon as practicable after the participant's termination of employment. A participant who continues to work past age 70-1/2 may elect to defer distribution until he or she terminates employment. In all other cases, distributions must be made or commence by April 1 of the calendar year following the year in which the participant attains age 70-1/2. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the balance credited to the participant's account. Generally, the account will be distributed to the beneficiary as soon as practicable following the date of death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to after-tax contributions (including after-tax contributions that were matched by the Employer) at any time. However, the withdrawal must be in an amount of at least $250. If any portion of the amount withdrawn is attributable to Employer contributions, the participant's participation in the Plan will be suspended for the three-month period following the withdrawal. No more than one withdrawal in any calendar year is permitted from each of the matched and unmatched portions of a participant's after-tax contribution account. -21- 23 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) and rollover contributions, only on account of financial hardship resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure on a primary residence; or (d) purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. While a participant is still employed by any of the Employers, withdrawals of amounts attributable to Employer's contributions and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a participant's before-tax and rollover account balances, or (b) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000 ($500 prior to October 1, 1998). The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable to the Plan unless paid for by the Employers. The Employers currently pay such expenses. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, UGI Utilities has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. PLAN AMENDMENT. UGI Utilities may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with applicable legal requirements, however, may be made by an officer of the company without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund, and a pro rata portion of unvoted shares. A -22- 24 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting. Investments, other than contracts with insurance companies, are recorded at fair value generally based upon quoted market prices. The contract with an insurance company included in the Fixed Income Fund approximates fair value and represents the amount on deposit with the insurance company plus accrued interest. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Fixed Income Fund for which distributions are based upon contract value) as of the date of the distribution. Transfers of participant balances represent amounts directed by participants to be transferred among investment funds, amounts transferred as a result of the maturity of group annuity contracts, and those amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan, an affiliate plan. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from these estimates. -23- 25 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 1998 and September 30, 1998 are as follows:
December 31, September 30, 1998 1998 ----------- ----------- Fidelity Cash Reserves Fund (shares -- 3,007,127 and 3,053,522, respectively) $ 3,007,127 $ 3,053,522 ----------- ----------- Fixed Income Fund Group annuity contract with insurance company: 1996 Plan Year - 6.12% -- 1,985,693 ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 7,317,528 and 5,278,268, respectively) 7,317,528 5,278,268 ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 78,064 and 81,642, respectively) 801,714 849,079 ----------- ----------- Fidelity U.S. Bond Index Fund (shares -- 8,808) 97,065 ----------- Fidelity U.S. Spartan Equity Index Fund (shares -- 45,168 and 44,253, respectively) 1,985,582 1,607,693 ----------- ----------- Fidelity Equity Income Fund (shares -- 203,147 and 198,714, respectively) 11,284,808 9,856,218 ----------- ----------- Fidelity Fund (shares -- 46,871 and 44,881, respectively) 1,719,694 1,346,425 ----------- ----------- Fidelity Puritan Fund (shares -- 1,578) 31,661 ----------- Fidelity Growth & Income Portfolio (shares -- 788) 36,116 ----------- Fidelity Balanced Fund (shares -- 1,224) 20,021 ----------- Fidelity Equity Income II Fund (shares -- 99) 2,984 ----------- Fidelity Real Estate Investment Portfolio (shares -- 11) 164 ----------- Fidelity Magellan Fund (shares -- 131,898 and 126,761, respectively) 15,935,862 12,361,716 ----------- ----------- Fidelity Growth Company Fund (shares -- 22,209 and 19,883, respectively) 1,133,121 895,539 ----------- ----------- Fidelity OTC Portfolio (shares -- 377) 16,464 ----------- Fidelity Capital Appreciation Fund (shares -- 2) 42 ----------- Fidelity Blue Chip Growth Fund (shares -- 2,810) 141,612 ----------- Fidelity Low-Priced Stock Fund (shares -- 620) 14,175 ----------- Fidelity Small Cap Selector Fund (shares -- 2,333) 33,098 -----------
- 24 - 26 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, September 30, 1998 1998 ----------- ----------- Fidelity Overseas Fund (shares -- 14,235 and 13,354, respectively) 512,192 415,838 ----------- ----------- Fidelity International Growth & Income Fund (shares -- 507) 10,611 ----------- Fidelity Worldwide Fund (shares -- 168) 2,774 ----------- Fidelity Freedom Income Fund (shares -- 19,621) 219,366 ----------- Fidelity Freedom 2000 Fund (shares -- 12,680) 156,341 ----------- Fidelity Freedom 2010 Fund (shares -- 5,418) 72,061 ----------- Fidelity Freedom 2020 Fund (shares -- 7,241) 101,016 ----------- Fidelity Freedom 2030 Fund (shares --1,353) 18,796 ----------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 262,301 and 241,341, respectively) 2,675,469 2,398,928 Dividends receivable 39,939 35,499 ----------- ----------- 2,715,408 2,434,427 ----------- ----------- Total trust investments - fair value, except for group annuity contract which is carried at cost plus accrued interest $47,387,403 $40,084,418 =========== =========== Total trust investments - cost $38,267,216 $35,755,412 =========== ===========
- 25 - 27 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The numbers of Plan participants with account balances by investment option at December 31, 1998 and September 30, 1998 are as follows:
December 31, September 30, 1998 1998 ---- ---- Fidelity Cash Reserves Fund 451 464 Fixed Income Fund: 1996 Plan year contract -- 546 Fidelity Managed Income Portfolio II Fund 624 575 Fidelity Intermediate Bond Fund 141 141 Fidelity Capital & Income Fund -- -- Fidelity U.S. Bond Index Fund 5 -- Fidelity Spartan U.S. Equity Index Fund 234 233 Fidelity Equity Income Fund 656 677 Fidelity Fund 216 212 Fidelity Puritan Fund 10 -- Fidelity Growth & Income Portfolio 12 -- Fidelity Balanced Fund 4 -- Fidelity Equity Income II Fund 3 -- Fidelity Real Estate Investment Portfolio 2 -- Fidelity Magellan Fund 775 779 Fidelity Growth Company Fund 179 181 Fidelity OTC Portfolio 5 -- Fidelity Capital Appreciation Fund 1 -- Fidelity Blue Chip Growth Fund 25 -- Fidelity Low-Priced Stock Fund 4 -- Fidelity Small Cap Selector Fund 7 -- Fidelity Value Fund -- -- Fidelity Overseas Fund 135 135 Fidelity International Growth & Income Fund 5 -- Fidelity Worldwide Fund 3 -- Fidelity Freedom Income Fund 2 -- Fidelity Freedom 2000 Fund 3 -- Fidelity Freedom 2010 Fund 7 -- Fidelity Freedom 2020 Fund 12 -- Fidelity Freedom 2030 Fund 7 -- UGI Common Stock Fund 480 506 Participant loans 252 245
The total number of Plan participants with account balances at December 31, 1998 and September 30, 1998 of 1,234 and of 1,253, respectively, was less than the sum of the numbers of participants shown in the schedule above because many participants invest in more than one fund. -26- 28 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 1998 Short Plan Year and the 1998 Plan Year, the Plan purchased, at market prices, 6,478 and 14,043 shares of UGI Corporation Common Stock directly from UGI Corporation for $150,557 and $371,480, respectively. The Plan's principal financial instruments subject to credit risk are the investments of the separate investment funds. The degree and concentration of credit risk varies by fund depending upon the type and diversity of investments. The Schedule of Assets Held for Investment Purposes depicts the types of investment funds available and the proportionate share of assets held in each particular investment option. 4. FEDERAL INCOME TAX STATUS On July 31, 1995, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of September 30, 1994 under Section 401(a) of the IRC. The Plan has since been amended, however, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) and participants are not taxed on Employers' contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. 5. SUBSEQUENT EVENT On March 1, 1999, UGI and Unisource Worldwide, Inc. (Unisource) announced that their boards of directors had approved a definitive merger agreement for a stock-for-stock transaction. Under the merger agreement, Unisource would be merged with a wholly owned subsidiary of UGI and UGI would exchange 0.566 common shares of UGI common stock for each common share of Unisource. Concurrently with its merger announcement on March 1, UGI also announced its intention, in connection with the merger, to sell its utility and energy marketing subsidiaries, reduce its annual dividend rate and repurchase shares of UGI Common Stock. On May 25, 1999, UGI announced that it was notified that the board of directors of Unisource had decided to enter into a merger agreement with Georgia-Pacific Corp. and that UGI would allow Unisource to terminate the merger agreement. Concurrently, UGI announced that it had suspended the sale of its utilities and energy marketing companies while it determines if the sale continues to be in the best interest of its shareholders. -27- 29 UGI UTILITIES, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998 ------------------------------------------------------------------ Number of Shares or Fair Value / Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value %(2) --------------------------------- ----------------- ------------ ------------ ------ FIDELITY CASH RESERVES FUND (1) (3) 3,007,127 shrs $ 3,007,127 $ 3,007,127 100.00% ------------ ------------ ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 7,317,528 shrs 7,317,528 7,317,528 100.00% ------------ ------------ ------ FIDELITY INTERMEDIATE BOND FUND (3) 78,064 shrs 800,738 801,714 100.00% ------------ ------------ ------ FIDELITY U.S. BOND INDEX FUND (3) 8,808 shrs 97,235 97,065 100.00% ------------ ------------ ------ FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 45,168 shrs 1,556,605 1,985,582 100.00% ------------ ------------ ------ FIDELITY EQUITY INCOME FUND (1) (3) 203,147 shrs 8,198,742 11,284,808 100.00% ------------ ------------ ------ FIDELITY FUND (3) 46,871 shrs 1,435,442 1,719,694 100.00% ------------ ------------ ------ FIDELITY PURITAN FUND (3) 1,578 shrs 30,107 31,661 100.00% ------------ ------------ ------ FIDELITY GROWTH & INCOME PORTFOLIO (3) 788 shrs 32,774 36,116 100.00% ------------ ------------ ------ FIDELITY BALANCED FUND (3) 1,224 shrs 18,743 20,021 100.00% ------------ ------------ ------ FIDELITY EQUITY INCOME II FUND (3) 99 shrs 3,029 2,984 100.00% ------------ ------------ ------ FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 11 shrs 167 164 100.00% ------------ ------------ ------ FIDELITY MAGELLAN FUND (1) (3) 131,898 shrs 10,955,756 15,935,862 100.00% ------------ ------------ ------ FIDELITY GROWTH COMPANY FUND (3) 22,209 shrs 1,011,923 1,133,121 100.00% ------------ ------------ ------ FIDELITY OTC PORTFOLIO (3) 377 shrs 14,073 16,464 100.00% ------------ ------------ ------ FIDELITY CAPITAL APPRECIATION FUND (3) 2 shrs 38 42 100.00% ------------ ------------ ------ FIDELITY BLUE CHIP GROWTH FUND (3) 2,810 shrs 123,726 141,612 100.00% ------------ ------------ ------ FIDELITY LOW-PRICED STOCK FUND (3) 620 shrs 13,264 14,175 100.00% ------------ ------------ ------ FIDELITY SMALL CAP SELECTOR FUND (3) 2,333 shrs 28,747 33,098 100.00% ------------ ------------ ------ FIDELITY OVERSEAS FUND (3) 14,235 shrs 489,697 512,192 100.00% ------------ ------------ ------ FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 507 shrs 10,044 10,611 100.00% ------------ ------------ ------ FIDELITY WORLDWIDE FUND (3) 168 shrs 2,630 2,774 100.00% ------------ ------------ ------
-28- 30 UGI UTILITIES, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
December 31, 1998 --------------------------------------------------------------- Number of Shares or Fair Value / Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) --------------------------------- ------------- ------------ ------------ ------ FIDELITY FREEDOM INCOME FUND (3) 19,621 shrs 211,467 219,366 100.00% ------------ ------------ ------ FIDELITY FREEDOM 2000 FUND (3) 12,680 shrs 152,618 156,341 100.00% ------------ ------------ ------ FIDELITY FREEDOM 2010 FUND (3) 5,418 shrs 70,083 72,061 100.00% ------------ ------------ ------ FIDELITY FREEDOM 2020 FUND (3) 7,241 shrs 94,300 101,016 100.00% ------------ ------------ ------ FIDELITY FREEDOM 2030 FUND (3) 1,353 shrs 17,729 18,796 100.00% ------------ ------------ ------ UGI COMMON STOCK FUND (1) (3) UGI Corporation Unitized Stock Fund 262,301 units 2,532,945 2,675,469 98.53% Dividends receivable $ 39,939 39,939 39,939 1.47% ------------ ------------ ------ 2,572,884 2,715,408 100.00% ------------ ------------ ------ PARTICIPANT LOANS Loan principal outstanding (7.00% - 10.00%) (3)(4) - 1,334,510 100.00% ------------ ------------ ------ Total - all funds $ 38,267,216 $ 48,721,913 ============ ============
- -------------------------------------------------------------------------------- (1) Investment represents 5% or more of the net assets available for benefits. (2) Percentages represent percentage of fair value of each fund. (3) Party in interest. (4) Range of interest rates for loans outstanding as of December 31, 1998. -29- 31 UGI UTILITIES, INC. SAVINGS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1) THREE MONTHS ENDED DECEMBER 31, 1998
Percent of Net Total Total Beginning Number of Number of Realized TRANSACTION BY FUND Purchases Sales Net Assets Purchases Sales Gains - ------------------- --------- ----- ---------- --------- ----- ----- FIDELITY MANAGED INCOME PORTFOLIO II FUND $ 2,658,654 $ 619,395 7.7% 41 36 --
- ------------------------------------------------------------------------------- (1) A transaction or series of transactions within the plan year with or in conjunction with the same person, which exceeds 5% of the net assets available for benefits as of the beginning of the plan year. -30- 32 AMERIGAS PROPANE, INC. SAVINGS PLAN FINANCIAL STATEMENTS for the three months ended December 31, 1998 and the year ended September 30, 1998 -31- 33 AMERIGAS PROPANE, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS: Page(s) ------- Report of Independent Public Accountants 33 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1998 and September 30, 1998 34 to 37 Statements of Changes in Net Assets Available for Benefits for the three months ended December 31, 1998 and the year ended September 30, 1998 38 to 41 Notes to Financial Statements 42 to 54 Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1998 55 - 56
-32- 34 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Benefits Committee of AmeriGas Propane, Inc.: We have audited the accompanying statements of net assets available for benefits of the AmeriGas Propane, Inc. Savings Plan (the "Plan") as of December 31, 1998 and September 30, 1998, and the related statements of changes in net assets available for benefits for the three months ended December 31, 1998 and the year ended September 30, 1998. These financial statements and the supplemental schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and the supplemental schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and September 30, 1998 and the changes in its net assets available for benefits for the three months ended December 31, 1998 and the year ended September 30, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedule and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Chicago, Illinois June 18, 1999 -33- 35 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 1 of 3)
Participant Directed ------------------------------------------------------------------------ Fidelity Fidelity Managed Fidelity Fidelity Fidelity Cash Income Intermediate Capital & U.S Bond Reserves Portfolio II Bond Income Index Total Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Trust investments (Note 3) $145,387,683 $ 28,415,877 $ 19,352,975 $ 3,783,823 $ 641 $ 38,136 Loans to participants 3,481,222 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $148,868,905 $ 28,415,877 $ 19,352,975 $ 3,783,823 $ 641 $ 38,136 ============ ============ ============ ============ ============ ============
Participant Directed --------------------------------------------------------- Fidelity Spartan Fidelity U.S. Equity Equity Fidelity Index Income Fidelity Puritan Fund Fund Fund Fund ------------ ------------ ------------ ------------ Trust investments (Note 3) $ 4,756,641 $ 31,318,132 $ 5,253,333 $ 137,019 Loans to participants ------------ ------------ ------------ ------------ Net assets available for benefits $ 4,756,641 $ 31,318,132 $ 5,253,333 $ 137,019 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. -34- 36 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 2 of 3)
Participant Directed --------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Growth & Fidelity Equity Real Estate Fidelity Growth Income Balanced Income II Investment Magellan Company Portfolio Fund Fund Portfolio Fund Fund ----------- ----------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $ 125,328 $ 145,440 $ 18,142 $ 7,961 $43,391,423 $ 4,615,647 Loans to participants ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 125,328 $ 145,440 $ 18,142 $ 7,961 $43,391,423 $ 4,615,647 =========== =========== =========== =========== =========== ===========
Participant Directed -------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Fidelity Capital Blue Chip Low-Priced Small Cap OTC Appreciation Growth Stock Selector Portfolio Fund Fund Fund Fund ----------- ------------ ----------- ----------- ----------- Trust investments (Note 3) $ 12,606 $ 3,069 $ 87,882 $ 1,396 $ 4,824 Loans to participants ----------- ------------ ----------- ----------- ----------- Net assets available for benefits $ 12,606 $ 3,069 $ 87,882 $ 1,396 $ 4,824 =========== ============ =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -35- 37 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (page 3 of 3)
Participant Directed ------------------------------------------------------------------------------------------- Fidelity International Fidelity Fidelity Fidelity Fidelity Fidelity Growth & Fidelity Freedom Freedom Freedom Value Overseas Income Worldwide Income 2000 2010 Fund Fund Fund Fund Fund Fund Fund ---------- ---------- ------------- ---------- ---------- ---------- ---------- Trust investments (Note 3) $ 1,108 $1,210,728 $ 7,985 $ 7,578 $ 698 $ 116,181 $ 112,917 Loans to participants ---------- ---------- ------------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 1,108 $1,210,728 $ 7,985 $ 7,578 $ 698 $ 116,181 $ 112,917 ========== ========== ============= ========== ========== ========== ==========
Participant Directed -------------------------------------------------- Fidelity Fidelity UGI Freedom Freedom Common 2020 2030 Stock Participant Fund Fund Fund Loans ---------- ---------- ---------- ----------- Trust investments (Note 3) $ 25,265 $ 1,919 $2,433,009 Loans to participants $ 3,481,222 ---------- ---------- ---------- ----------- Net assets available for benefits $ 25,265 $ 1,919 $2,433,009 $ 3,481,222 ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements. -36- 38 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF SEPTEMBER 30, 1998 (page 1 of 1)
Participant Directed ------------------------------------------------------------------------ Fidelity Fidelity Fidelity Managed Fidelity Spartan Cash Fixed Income Intermediate U.S. Equity Reserves Income Portfolio II Bond Index Total Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Trust investments (Note 3) $127,715,516 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176 $ 3,849,983 Loans to participants 3,682,518 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $131,398,034 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176 $ 3,849,983 ============ ============ ============ ============ ============ ============
Participant Directed --------------------------------------------------------------------------- Fidelity Fidelity Equity Fidelity Growth Fidelity Income Fidelity Magellan Company Overseas Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ------------ Trust investments (Note 3) $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906 $ 1,035,967 Loans to participants ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906 $ 1,035,967 ============ ============ ============ ============ ============
Participant Directed ---------------------------- UGI Common Stock Participant Fund Loans ------------ ------------ Trust investments (Note 3) $ 2,207,684 Loans to participants $ 3,682,518 ------------ ------------ Net assets available for benefits $ 2,207,684 $ 3,682,518 ============ ============
The accompanying notes are an integral part of these financial statements. -37- 39 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 1 of 3)
Participant Directed -------------------------------------------------------------- Fidelity Fidelity Managed Fidelity Cash Fixed Income Intermediate Reserves Income Portfolio II Bond Total Fund Fund Fund Fund ------------- ------------- ------------ ------------- ------------- Participants' contributions $ 1,852,437 $ 153,751 $ 221,653 $ 91,615 Company contributions 1,253,797 96,008 178,053 63,650 Investment income: Dividends 3,225,077 354,132 271,021 54,780 Net appreciation (depreciation) in value of investments 14,186,278 (45,951) Loan administration fees (19,269) (10,225) (118) (126) Other 69,906 8,408 8,211 3,451 Transfers of participants' balances, net 118,927 178,228 $ (3,498,512) 3,291,192 (11,917) ------------- ------------- ------------ ------------- ------------- 20,687,153 780,302 (3,498,512) 3,970,012 155,502 Less - Distributions to participants 3,216,282 485,142 380,462 36,855 ------------- ------------- ------------ ------------- ------------- Net additions (deductions) 17,470,871 295,160 (3,498,512) 3,589,550 118,647 Net assets available for benefits- beginning of period 131,398,034 28,120,717 3,498,512 15,763,425 3,665,176 ------------- ------------- ------------ ------------- ------------- Net assets available for benefits- end of period $ 148,868,905 $ 28,415,877 $ - $ 19,352,975 $ 3,783,823 ============= ============= ============ ============= =============
Participant Directed -------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Spartan Fidelity Capital & U.S Bond U.S. Equity Equity Income Index Index Income Fidelity Fund Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Participants' contributions $ 471 $ 304 $ 120,297 $ 345,723 $ 112,452 Company contributions 127 179 72,897 237,748 74,376 Investment income: Dividends 24 115 14,010 1,065,771 59,388 Net appreciation (depreciation) in value of investments (2) 52 824,058 3,370,661 933,533 Loan administration fees (774) (1,285) Other 5 2 2,647 14,466 2,680 Transfers of participants' balances, net 16 37,484 13,873 (701,855) 195,943 ------------- ------------- ------------- ------------- ------------- 641 38,136 1,047,782 4,331,740 1,377,087 Less - Distributions to participants 141,124 1,024,641 48,503 ------------- ------------- ------------- ------------- ------------- Net additions (deductions) 641 38,136 906,658 3,307,099 1,328,584 Net assets available for benefits- beginning of period - - 3,849,983 28,011,033 3,924,749 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits- end of period $ 641 $ 38,136 $ 4,756,641 $ 31,318,132 $ 5,253,333 ============= ============= ============= ============= =============
The accompanying notes are an integral part of these financial statements. -38- 40 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 2 of 3)
Participant Directed -------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Growth & Fidelity Equity Real Estate Puritan Income Balanced Income II Investment Fund Portfolio Fund Fund Portfolio ------------ ------------ ------------ ------------ ------------ Participants' contributions $ 4,698 $ 5,692 $ 2,466 $ 1,657 $ 636 Company contributions 907 765 1,047 481 386 Investment income: Dividends 2,278 1,927 1,342 1,067 145 Net appreciation (depreciation) in value of investments 2,960 8,939 4,019 140 (90) Loan administration fees Other 5 5 14 4 2 Transfers of participants' balances, net 126,171 108,000 136,552 14,793 6,882 ------------ ------------ ------------ ------------ ------------ 137,019 125,328 145,440 18,142 7,961 Less - Distributions to participants ------------ ------------ ------------ ------------ ------------ Net additions (deductions) 137,019 125,328 145,440 18,142 7,961 Net assets available for benefits- beginning of period - - - - - ------------ ------------ ------------ ------------ ------------ Net assets available for benefits- end of period $ 137,019 $ 125,328 $ 145,440 $ 18,142 $ 7,961 ============ ============ ============ ============ ============
Participant Directed ----------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Fidelity Growth Fidelity Capital Blue Chip Low-Priced Magellan Company OTC Appreciation Growth Stock Fund Fund Portfolio Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Participants' contributions $ 482,875 $ 169,762 $ 495 $ 426 $ 4,825 $ 201 Company contributions 327,899 107,207 196 167 1,918 60 Investment income: Dividends 1,045,614 286,324 119 12 Net appreciation (depreciation) in value of investments 8,298,955 514,856 953 311 8,493 63 Loan administration fees (4,000) (23) Other 21,153 4,992 3 33 Transfers of participants' balances, net (103,256) (38,476) 10,962 2,043 72,613 1,060 ------------ ------------ ------------ ------------ ------------ ------------ 10,069,240 1,044,642 12,606 3,069 87,882 1,396 Less - Distributions to participants 678,181 66,901 ------------ ------------ ------------ ------------ ------------ ------------ Net additions (deductions) 9,391,059 977,741 12,606 3,069 87,882 1,396 Net assets available for benefits- beginning of period 34,000,364 3,637,906 - - - - ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits- end of period $ 43,391,423 $ 4,615,647 $ 12,606 $ 3,069 $ 87,882 $ 1,396 ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. -39- 41 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (page 3 of 3)
Participant Directed ------------------------------------------------------------------------------------ Fidelity Fidelity International Fidelity Small Cap Fidelity Fidelity Growth & Fidelity Freedom Selector Value Overseas Income Worldwide Income Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ------------- ----------- ----------- Participants' contributions $ 277 $ 722 $ 48,045 $ 849 $ 332 $ 449 Company contributions 133 314 30,859 352 120 320 Investment income: Dividends 103 23,079 206 235 8 Net appreciation (depreciation) in value of investments 381 (52) 163,897 388 256 7 Loan administration fees Other 5 1,568 32 5 Transfers of participants' balances, net 4,033 16 (80,626) 6,158 6,630 (86) ----------- ----------- ----------- ----------- ----------- ----------- 4,824 1,108 186,822 7,985 7,578 698 Less - Distributions to participants 12,061 ----------- ----------- ----------- ----------- ----------- ----------- Net additions (deductions) 4,824 1,108 174,761 7,985 7,578 698 Net assets available for benefits- beginning of period - - 1,035,967 - - - ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits- end of period $ 4,824 $ 1,108 $ 1,210,728 $ 7,985 $ 7,578 $ 698 =========== =========== =========== =========== =========== ===========
Participant Directed ---------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity UGI Freedom Freedom Freedom Freedom Common 2000 2010 2020 2030 Stock Participant Fund Fund Fund Fund Fund Loans ----------- ----------- ----------- ----------- ----------- ----------- Participants' contributions $ 127 $ 5,072 $ 1,437 $ 1,200 $ 73,928 Company contributions 103 2,153 1,138 306 53,928 Investment income: Dividends 3,739 3,456 654 43 35,485 Net appreciation (depreciation) in value of investments 775 6,669 3,218 88 88,701 Loan administration fees (4) (2,714) Other 14 170 78 2 3,012 $ (1,061) Transfers of participants' balances, net 111,423 95,397 18,744 280 (6,096) 121,258 ----------- ----------- ----------- ----------- ----------- ----------- 116,181 112,917 25,265 1,919 246,244 120,197 Less - Distributions to participants 20,919 321,493 ----------- ----------- ----------- ----------- ----------- ----------- Net additions (deductions) 116,181 112,917 25,265 1,919 225,325 (201,296) Net assets available for benefits- beginning of period - - - - 2,207,684 3,682,518 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits- end of period $ 116,181 $ 112,917 $ 25,265 $ 1,919 $ 2,433,009 $ 3,481,222 =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -40- 42 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1998 (page 1 of 1)
Participant Directed ---------------------------------------------------------------- Fidelity Fidelity Managed Fidelity Cash Fixed Income Intermediate Reserves Income Portfolio II Bond Total Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Participants' contributions $ 6,675,809 $ 381,701 $ 812,796 $ 340,887 Company contributions 4,383,100 298,390 597,798 226,584 Investment income: Interest 216,115 $ 216,115 Dividends 7,652,793 1,492,069 896,879 201,176 Net appreciation (depreciation) in value of investments (3,274,376) 92,796 Loan administration fees (28,119) (2,496) (208) (365) Other 228,448 28,871 (17) 29,055 9,914 Transfers of participants' balances, net 173,836 134,496 (4,976,872) 6,109,894 269,046 ------------- ------------- ------------- ------------- ------------- 16,027,606 2,333,031 (4,760,774) 8,446,214 1,140,038 Less - Distributions to participants 13,387,402 3,426,142 476,023 2,648,940 477,230 ------------- ------------- ------------- ------------- ------------- Net additions (deductions) 2,640,204 (1,093,111) (5,236,797) 5,797,274 662,808 Net assets available for benefits- beginning of year 128,757,830 29,213,828 8,735,309 9,966,151 3,002,368 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits- end of year $ 131,398,034 $ 28,120,717 $ 3,498,512 $ 15,763,425 $ 3,665,176 ============= ============= ============= ============= =============
Participant Directed --------------------------------------------------------------------------------- Fidelity Spartan Fidelity Fidelity U.S. Equity Equity Fidelity Growth Index Income Fidelity Magellan Company Fund Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Participants' contributions $ 425,734 $ 1,406,751 $ 384,815 $ 1,765,003 $ 659,691 Company contributions 241,992 891,399 234,914 1,172,746 401,736 Investment income: Interest Dividends 98,358 1,777,481 324,881 2,388,243 297,413 Net appreciation (depreciation) in value of investments 197,302 (1,849,169) (124,147) (699,822) (275,288) Loan administration fees (46) (2,639) (3,610) (12,745) (170) Other 8,465 48,655 8,197 65,526 17,081 Transfers of participants' balances, net 227,124 (2,514,643) 875,587 (969,057) 109,790 ------------- ------------- ------------- ------------- ------------- 1,198,929 (242,165) 1,700,637 3,709,894 1,210,253 Less - Distributions to participants 363,372 2,458,445 166,697 2,627,626 282,022 ------------- ------------- ------------- ------------- ------------- Net additions (deductions) 835,557 (2,700,610) 1,533,940 1,082,268 928,231 Net assets available for benefits- beginning of year 3,014,426 30,711,643 2,390,809 32,918,096 2,709,675 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits- end of year $ 3,849,983 $ 28,011,033 $ 3,924,749 $ 34,000,364 $ 3,637,906 ============= ============= ============= ============= =============
Participant Directed ----------------------------------------------- UGI Fidelity Common Overseas Stock Participant Fund Fund Loans ------------- ------------- ------------- Participants' contributions $ 196,285 $ 302,146 Company contributions 114,416 203,125 Investment income: Interest Dividends 47,000 129,293 Net appreciation (depreciation) in value of investments (182,139) (433,909) Loan administration fees (5,840) Other 4,886 9,570 $ (1,755) Transfers of participants' balances, net 39,779 (152,121) 1,020,813 ------------- ------------- ------------- 220,227 52,264 1,019,058 Less - Distributions to participants 128,930 121,235 210,740 ------------- ------------- ------------- Net additions (deductions) 91,297 (68,971) 808,318 Net assets available for benefits- beginning of year 944,670 2,276,655 2,874,200 ------------- ------------- ------------- Net assets available for benefits- end of year $ 1,035,967 $ 2,207,684 $ 3,682,518 ============= ============= =============
The accompanying notes are an integral part of these financial statements. -41- 43 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the AmeriGas Propane, Inc. Savings Plan (Plan) provides general information on the provisions of the Plan in effect on December 31, 1998 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of AmeriGas Propane, Inc. (a Pennsylvania corporation, hereinafter referred to as "the Company"). Effective October 1, 1998, employees are eligible upon hire to participate in the Plan. Prior to October 1, 1998, the Plan covered employees having a minimum of one year of eligible service as defined in the Plan document. The Plan holds assets of certain defined contribution pension plans that were terminated in prior years and were merged into the Plan. Such assets include what is referred to as the "Pension Account" and "Predecessor Pension Rollover Account" and do not impact the general provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the AmeriGas Propane, Inc. Benefits Committee (Plan Administrator), whose members are appointed by the President of the Company and subject to approval by the Company's Compensation/Pension Committee. CHANGE IN PLAN YEAR. The Compensation/Pension Committee of AmeriGas Propane Inc.'s Board of Directors approved a change to the Plan's fiscal year from one ending on September 30 to one ending on December 31, effective October 1, 1998. Accordingly, the Plan financial statements include the three months ended December 31, 1998 (1998 Short Plan Year) and the year ended September 30, 1998 (1998 Plan Year). CONTRIBUTIONS. Effective October 1, 1998, a participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 15%, in whole percentages, of eligible compensation. Prior to October 1, 1998, a participant could contribute, from 1% to 10%, in whole percentages of eligible compensation. Calendar year contribution amounts are subject to limits prescribed by the Internal Revenue Code (IRC). A participant may increase, reduce or suspend his or her contributions at any time by calling Fidelity Institutional Retirement Services Co. (FIRSCO). The Plan also accepts on behalf of any employee, (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in Section 401(a) of the IRC or from a "rollover" individual retirement plan described in Section 408 of the IRC, or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Company shall contribute to the Plan an amount equal to 100% of contributions made by each eligible participant for each payroll period of up to a total of 5% of the participant's eligible compensation for each such payroll period. A participant will be eligible to receive matching contributions after he or she has completed a year of service. -42- 44 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The Company may also make profit-sharing contributions for each Plan year, out of its net profits, as shall be determined by its Board of Directors, in its sole discretion, to all eligible participants. A participant will be eligible to receive profit sharing contributions if he or she (a) has completed one year of service, (b) was not eligible to participate in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as of the last day of a Plan year, and (c) either (i) was actively employed or on a qualifying leave of absence on the last day of a Plan year or (ii) retired, died, or became disabled (as defined in the Plan) during a Plan year. Subject to certain limitations, the profit sharing contribution to be credited to a participant's account shall be determined by dividing the total amount of such contribution by the number of eligible Plan participants. No such amounts were contributed to the Plan for the 1998 Short Plan Year or the 1998 Plan Year. Any participant who (a) satisfies the eligibility requirements described above (b) was a participant in the former Retirement Income Plan for Employees of AP Propane, Inc. as of December 31, 1988 and (c) had attained the age of 50 as of that date, is entitled to an additional contribution as of the last day of each Plan year as follows:
Age as of Percentage of December 31, 1988 Eligible Compensation ----------------- --------------------- 50 to 54 2% 55 to 59 3% 60 and over 4%
All contributions are invested in accordance with participant investment elections in effect on the dates of the contributions. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. A participant is fully vested in the portion of his or her account attributable to the Company's contributions (including Company contributions previously made to the AmeriGas Propane, Inc. Pension Plan (the "Pension Plan") upon the earlier of (i) the completion of five years of service or (ii) the attainment of normal retirement age, total disability (as defined by the Plan document) or death while in the employ of the Company or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. -43- 45 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) A participant who terminates employment before he or she is fully vested will forfeit nonvested amounts attributable to Company contributions. These forfeited amounts remain in the Plan and are available to reduce future Company contributions. For the 1998 Short Plan Year and 1998 Plan Year, forfeitures of $28,067 and $425,686, respectively, were used to reduce Company contributions. During the 1998 Short Plan Year and 1998 Plan Year, $186,641 and $346,273, respectively, were forfeited from participant accounts. As of December 31, 1998 and September 30, 1998, there was $716,619 and $569,447, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more investment funds. Funds designated with an asterisk (*) below represent fund options which became available October 1, 1998. The Plan's investment funds are categorized as follows: - Money Market Fund - Fidelity Cash Reserves Fund This investment category comprises an unaffiliated registered investment company mutual fund whose investments comprise high-quality, short-term certificates of deposit, repurchase agreements, commercial paper or other similar short-term investments and whose investment objective is to achieve current income while maintaining a stable share price. - Fixed Income Fund - Fixed Income Fund Prior to its termination on October 1, 1998, this investment category consisted of three-year guaranteed investment contracts with insurance companies. The 1996 Plan year contract was placed with New York Life Insurance Company. The investment objective of the fund was to provide a fixed rate of investment return guaranteed by the insurance companies for a specified period of time. Effective October 1, 1996, contributions to the Fixed Income Fund were discontinued. Participant account balances in the Fixed Income Fund were liquidated and reinvested in accordance with participant elections (or, if an election was not made, the default fund described below) as the guaranteed investment contracts matured. -44- 46 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - Managed Income Fund - Fidelity Managed Income Portfolio II Fund This investment category comprises an unaffiliated commingled pool whose investments comprise principally guaranteed investment contracts offered by insurance companies and financial institutions and whose investment objective is to provide a fixed rate of investment return guaranteed by the insurance company or financial institution for a specified period of time, generally between one and seven years. - Bond Funds - Fidelity Intermediate Bond Fund - Fidelity Capital & Income Fund * This investment category comprises unaffiliated registered investment company mutual funds whose investments comprise principally fixed income obligations and whose investment objective is to achieve current income. - Index Funds - Fidelity U.S. Bond Index Fund * - Fidelity Spartan U. S. Equity Index Fund This investment category comprises unaffiliated registered investment company mutual funds whose investments broadly represent the U.S. bond market as measured by the Lehman Brothers Aggregate Bond Index and the U.S. stock market as measured by the Standard & Poor's Composite Index of 500 Stocks, respectively. The investment objective of this investment category is to track the performance of the respective indices. - Growth and Income Funds - Fidelity Equity Income Fund - Fidelity Fund - Fidelity Puritan Fund * - Fidelity Growth & Income Portfolio * - Fidelity Balanced Fund * - Fidelity Equity Income II Fund * - Fidelity Real Estate Investment Portfolio * -45- 47 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) This investment category comprises registered investment company mutual funds whose investments comprise income-producing debt and equity securities and whose investment objective is to achieve current income and capital appreciation. - Growth Funds - Fidelity Magellan Fund - Fidelity Growth Company Fund - Fidelity OTC Portfolio * - Fidelity Capital Appreciation Fund * - Fidelity Blue Chip Growth Fund * - Fidelity Low-Priced Stock Fund * - Fidelity Small Cap Selector Fund* - Fidelity Value Fund * This investment category comprises registered investment company mutual funds whose investments comprise principally equity securities and whose investment objective is to achieve capital appreciation over an extended period of time. - International Funds - Fidelity Overseas Fund - Fidelity International Growth & Income Fund * - Fidelity Worldwide Fund * This investment category comprises unaffiliated registered investment company mutual funds whose investments comprise debt and equity securities principally of foreign issuers and whose investment objective is to achieve capital appreciation over an extended period of time. - Fidelity Freedom Funds - Fidelity Freedom Income Fund * - Fidelity Freedom 2000 Fund * - Fidelity Freedom 2010 Fund * - Fidelity Freedom 2020 Fund * - Fidelity Freedom 2030 Fund * This investment category comprises unaffiliated registered investment company mutual funds which invest in a combination of underlying Fidelity funds according to an asset allocation strategy that becomes increasingly conservative over time as each fund's target retirement date approaches. When each of these target retirement date funds matches the asset allocation of the Fidelity Freedom Income Fund (approximately five to ten years after the respective fund's target retirement date), it is expected that each fund will be combined with the Fidelity Freedom Income Fund. These funds' investment objectives are to achieve high total return over an extended period of time. -46- 48 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - Employer Stock Fund - UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. The UGI Common Stock Fund holds a small cash position in order to allow participants to perform certain transactions on a daily basis without having to wait for the purchase or sale of UGI Common Stock to settle. During the 1998 Short Plan Year and the 1998 Plan Year, the ranges of high and low unit values were $10.79 and $9.51, and $12.72 and $8.95, respectively. Participants may transfer amounts between funds (excluding transfers made from the Fixed Income Fund prior to the expiration of the investment contract) at any time with no limit. Participants may change their investment elections for future contributions at any time. In the absence of a participant's Fixed Income Fund reinvestment election, during the 1998 Short Plan Year and the 1998 Plan Year all amounts were reinvested in the Fidelity Managed Income Portfolio II Fund. Fidelity Management Trust Company is the Plan's trustee for all investment assets except for investment assets of the Fixed Income Fund for which Mellon Bank, N.A. was the Plan's trustee. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement, death or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement, death or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Distributions will generally be made in the form of a lump sum. If the value of a participant's account exceeds $5,000 ($3,500 prior to October 1, 1998) and the participant is married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a joint and survivor annuity. Under a joint and survivor annuity, the participant will receive a monthly benefit for his or her lifetime; upon the participant's death, the participant's surviving spouse, if any, will receive a monthly benefit equal to 50% of the benefit the participant -47- 49 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) was receiving. If the value of the participant's account exceeds $5,000 ($3,500 prior to October 1, 1998) and the participant is not married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a single life annuity. In lieu of a joint and survivor annuity or a single life annuity, a participant may generally elect to receive his Pension Account and Predecessor Pension Rollover Account in the form of (i) a lump sum, (ii) a single life annuity, (iii) a joint and survivor annuity with 50% or 100% of the participant's monthly payments continuing, after the participant's death, for the life of the participant's beneficiary, or (iv) installments over 5 or 10 years, as elected by the participant. Any such election will be subject to spousal consent, if applicable. Where the amount to be distributed exceeds $5,000 ($3,500 prior to October 1, 1998), no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined above) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000 ($3,500 before October 1, 1998) and has not exceeded $5,000 ($3,500 before October 1, 1998) at the time of any prior distribution, a Plan participant's benefit will be distributed as soon as practicable after the participant's termination of employment. A participant who continues to work past age 70-1/2 may elect to defer distribution until he or she terminates employment. Otherwise, distributions must generally be made as soon as practicable after the participant reaches the normal retirement age as defined above. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a distribution of the proceeds of liquidation of 100% of the vested balance of the participant's account. Generally, the account will be distributed to the beneficiary as soon as practicable following the date of death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. Death benefits are generally paid in the form of a lump sum. Death benefits payable to a spouse from the Pension Account and the Predecessor Pension Rollover Account are paid in the form of a single life annuity unless the spouse elects a lump sum distribution. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to previously permitted after-tax contributions (including after-tax contributions that were matched by the Company) at any time. However, the withdrawal must be in an amount of at least $250. No more than one withdrawal is permitted in any calendar year from each of the matched and unmatched portions of a participant's after-tax contribution account. -48- 50 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) A participant may withdraw once per calendar year up to 100% of amounts attributable to participation in certain "predecessor plans" and rollover contributions from other 401(a) or individual retirement plan accounts, however the amount must be at least $500 or, if less, the total value of the applicable account. A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) only on account of financial hardship resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure on a primary residence; or (d) purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. While a participant is still employed by the Company, withdrawals of amounts attributable to Company contributions, and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a participant's before-tax and rollover account balances, or (b) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000 ($500 prior to October 1, 1998). The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Company. The Company currently pays Plan administrative expenses other than loan administration fees which are charged to participants. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. -49- 51 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) PLAN AMENDMENT. The Company may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with applicable legal requirements, however, may be made by an officer of the Company without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund, and a pro rata portion of unvoted shares. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting. Investments, other than contracts with insurance companies, are recorded at fair value generally based upon quoted market prices. The contract with an insurance company included in the Fixed Income Fund approximates fair value and represents the amount on deposit with the insurance company plus accrued interest. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Fixed Income Fund for which distributions are based upon contract value) as of the date of distribution. Transfers of participant balances represent amounts directed by participants to be transferred among investment funds, amounts transferred as a result of the maturity of group annuity contracts, and those amounts transferred to or from the UGI Utilities, Inc. Savings Plan, an affiliate plan. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of net assets available for benefits and changes therein. Actual results could differ from these estimates. -50- 52 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 1998 and September 30, 1998 are as follows:
December 31, September 30, 1998 1998 ------------ ------------- Fidelity Cash Reserves Fund (shares -- 28,415,877 and 28,120,717, respectively) $28,415,877 $28,120,717 ----------- ----------- Fixed Income Fund Group annuity contract with insurance company: 1996 Plan Year - 6.12% -- 3,498,512 ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 19,352,975 and 15,763,425, respectively) 19,352,975 15,763,425 ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 368,434 and 352,421, respectively) 3,783,823 3,665,176 ----------- ----------- Fidelity Capital and Income Fund (shares -- 69) 641 ----------- Fidelity U.S. Bond Index Fund (shares -- 3,461) 38,136 ----------- Fidelity Spartan U.S. Equity Index Fund (shares -- 108,203 and 105,973, respectively) 4,756,641 3,849,983 ----------- ----------- Fidelity Equity Income Fund (shares -- 563,783 and 564,738, respectively) 31,318,132 28,011,033 ----------- ----------- Fidelity Fund (shares -- 143,182 and 130,825, respectively) 5,253,333 3,924,749 ----------- ----------- Fidelity Puritan Fund (shares -- 6,827) 137,019 ----------- Fidelity Growth & Income Portfolio (shares -- 2,734) 125,328 ----------- Fidelity Balanced Fund (shares -- 8,890) 145,440 ----------- Fidelity Equity Income II Fund (shares -- 605) 18,142 ----------- Fidelity Real Estate Investment Portfolio (shares -- 512) 7,961 ----------- Fidelity Magellan Fund (shares -- 359,141 and 348,650, respectively) 43,391,423 34,000,364 ----------- ----------- Fidelity Growth Company Fund (shares -- 90,467 and 80,771, respectively) 4,615,647 3,637,906 ----------- ----------- Fidelity OTC Portfolio (shares -- 289) 12,606 ----------- Fidelity Capital Appreciation Fund (shares -- 139) 3,069 ----------- Fidelity Blue Chip Growth Fund (shares -- 1,744) 87,882 ----------- Fidelity Low-Priced Stock Fund (shares -- 61) 1,396 ----------- Fidelity Small Cap Selector Fund (shares -- 340) 4,824 -----------
-51- 53 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, September 30, 1998 1998 ------------- ------------- Fidelity Value Fund (shares -- 24) 1,108 ------------ Fidelity Overseas Fund (shares -- 33,650 and 33,268, respectively) 1,210,728 1,035,967 ------------ ------------ Fidelity International Growth and Income Fund (shares -- 382) 7,985 ------------ Fidelity Worldwide Fund (shares -- 458) 7,578 ------------ Fidelity Freedom Income Fund (shares -- 62) 698 ------------ Fidelity Freedom 2000 Fund (shares -- 9,422) 116,181 ------------ Fidelity Freedom 2010 Fund (shares -- 8,490) 112,917 ------------ Fidelity Freedom 2020 Fund (shares -- 1,811) 25,265 ------------ Fidelity Freedom 2030 Fund (shares -- 138) 1,919 ------------ UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 235,513 and 221,951, respectively) 2,397,524 2,173,578 Dividends receivable 35,485 34,106 ------------ ------------ 2,433,009 2,207,684 ------------ ------------ Total trust investments - fair value, except for group annuity contract which is carried at cost plus accrued interest $145,387,683 $127,715,516 ============ ============ Total trust investments - cost $119,796,511 $115,306,882 ============ ============
-52- 54 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The numbers of Plan participants with account balances by investment option at December 31, 1998 and September 30, 1998 were:
December 31, September 30, 1998 1998 ------------ ------------- Fidelity Cash Reserves Fund 3,255 3,553 Fixed Income Fund: 1996 Plan year contract -- 1,958 Fidelity Managed Income Portfolio II Fund 2,692 2,341 Fidelity Intermediate Bond Fund 925 955 Fidelity Capital & Income Fund 11 -- Fidelity U.S. Bond Index Fund 16 -- Fidelity Spartan U.S. Equity Index Fund 657 625 Fidelity Equity Income Fund 2,401 2,556 Fidelity Fund 697 666 Fidelity Puritan Fund 34 -- Fidelity Growth & Income Portfolio 42 -- Fidelity Balanced Fund 39 -- Fidelity Equity Income II Fund 19 -- Fidelity Real Estate Investment Portfolio 17 -- Fidelity Magellan Fund 2,680 2,795 Fidelity Growth Company Fund 911 906 Fidelity OTC Portfolio 12 -- Fidelity Capital Appreciation Fund 8 -- Fidelity Blue Chip Growth Fund 63 -- Fidelity Low-Priced Stock Fund 11 -- Fidelity Small Cap Selector Fund 10 -- Fidelity Value Fund 10 -- Fidelity Overseas Fund 389 394 Fidelity International Growth & Income Fund 26 -- Fidelity Worldwide Fund 20 -- Fidelity Freedom Income Fund 2 -- Fidelity Freedom 2000 Fund 7 -- Fidelity Freedom 2010 Fund 11 -- Fidelity Freedom 2020 Fund 7 -- Fidelity Freedom 2030 Fund 8 -- UGI Common Stock Fund 833 841 Participant loans 900 971
-53- 55 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The total number of Plan participants with account balances at December 31, 1998 and September 30, 1998 of 5,201 and 5,481, respectively, was less than the sum of the numbers of participants shown in the schedule above because many participants invest in more than one fund. During the 1998 Short Plan Year and 1998 Plan Year, the Plan purchased, at market prices, 5,987 and 19,786 shares of UGI Corporation Common Stock directly from UGI Corporation for $141,715 and $521,127, respectively. The Plan's principal financial instruments subject to credit risk are the investments of the separate investment funds. The degree and concentration of credit risk varies by fund depending upon the type and diversity of investments. The Schedule of Assets Held for Investment Purposes depicts the types of investment funds available and the proportionate share of assets held in each particular investment option. 4. FEDERAL INCOME TAX STATUS On July 31, 1995, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of September 30, 1994 under Section 401(a) of the IRC. The Plan has since been amended, however, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) and participants are not taxed on Company contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. -54- 56 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998 ----------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- ---------------- ------------ ------------ ------- FIDELITY CASH RESERVES FUND (1) (3) 28,415,877 shrs $ 28,415,877 $ 28,415,877 100.00% ------------ ------------ ------- FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 19,352,975 shrs 19,352,975 19,352,975 100.00% ------------ ------------ ------- FIDELITY INTERMEDIATE BOND FUND (3) 368,434 shrs 3,755,619 3,783,823 100.00% ------------ ------------ ------- FIDELITY CAPITAL AND INCOME FUND (3) 69 shrs 642 641 100.00% ------------ ------------ ------- FIDELITY U.S. BOND INDEX FUND (3) 3,461 shrs 38,059 38,136 100.00% ------------ ------------ ------- FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 108,203 shrs 3,589,571 4,756,641 100.00% ------------ ------------ ------- FIDELITY EQUITY INCOME FUND (1) (3) 563,783 shrs 22,833,919 31,318,132 100.00% ------------ ------------ ------- FIDELITY FUND (3) 143,182 shrs 4,277,303 5,253,333 100.00% ------------ ------------ ------- FIDELITY PURITAN FUND (3) 6,827 shrs 134,069 137,019 100.00% ------------ ------------ ------- FIDELITY GROWTH & INCOME PORTFOLIO (3) 2,734 shrs 117,340 125,328 100.00% ------------ ------------ ------- FIDELITY BALANCED FUND (3) 8,890 shrs 141,421 145,440 100.00% ------------ ------------ ------- FIDELITY EQUITY INCOME II FUND (3) 605 shrs 18,002 18,142 100.00% ------------ ------------ ------- FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 512 shrs 8,051 7,961 100.00% ------------ ------------ ------- FIDELITY MAGELLAN FUND (1) (3) 359,141 shrs 29,177,743 43,391,423 100.00% ------------ ------------ ------- FIDELITY GROWTH COMPANY FUND (3) 90,467 shrs 4,060,028 4,615,647 100.00% ------------ ------------ ------- FIDELITY OTC PORTFOLIO (3) 289 shrs 11,653 12,606 100.00% ------------ ------------ ------- FIDELITY CAPITAL APPRECIATION FUND (3) 139 shrs 2,842 3,069 100.00% ------------ ------------ ------- FIDELITY BLUE CHIP GROWTH FUND (3) 1,744 shrs 79,390 87,882 100.00% ------------ ------------ ------- FIDELITY LOW-PRICED STOCK FUND (3) 61 shrs 1,332 1,396 100.00% ------------ ------------ ------- FIDELITY SMALL CAP SELECTOR FUND (3) 340 shrs 4,443 4,824 100.00% ------------ ------------ ------- FIDELITY VALUE FUND (3) 24 shrs 1,159 1,108 100.00% ------------ ------------ ------- FIDELITY OVERSEAS FUND (3) 33,650 shrs 1,138,612 1,210,728 100.00% ------------ ------------ -------
-55- 57 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
December 31, 1998 ------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - --------------------------------- ------------- ------------- ------------- ------- FIDELITY INTERNATIONAL GROWTH & INCOME FUND (3) 382 shrs 7,596 7,985 100.00% ------------- ------------- ------- FIDELITY WORLDWIDE FUND (3) 458 shrs 7,318 7,578 100.00% ------------- ------------- ------- FIDELITY FREEDOM INCOME FUND (3) 62 shrs 691 698 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2000 FUND (3) 9,422 shrs 115,405 116,181 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2010 FUND (3) 8,490 shrs 106,247 112,917 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2020 FUND (3) 1,811 shrs 22,046 25,265 100.00% ------------- ------------- ------- FIDELITY FREEDOM 2030 FUND (3) 138 shrs 1,840 1,919 100.00% ------------- ------------- ------- UGI COMMON STOCK FUND (3) UGI Corporation Unitized Stock Fund 235,513 units 2,339,833 2,397,524 98.54% Dividends receivable $ 35,485 35,485 35,485 1.46% ------------- ------------- ------- 2,375,318 2,433,009 100.00% ------------- ------------- ------- PARTICIPANT LOANS Loan principal outstanding (7.00% - 12.70%) (3) (4) - 3,481,222 100.00% ------------- ------------- ------- Total - all funds $ 119,796,511 $ 148,868,905 ------------- -------------
- -------------------------------------------------------------------------------- (1) Investment represents 5% or more of the net assets available for benefits. (2) Percentages represent percentage of fair value / contract value of each fund. (3) Party in interest. (4) Range of interest rates for loans outstanding as of December 31, 1998. -56- -----END PRIVACY-ENHANCED MESSAGE-----