-----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, Kr3WZlbSI/Bvup6S/9k4+zNI/jlUJFwC1mVHZ2eShFaWMkWfYIfbeUoKSyoVVm1Y BtttJ/F4ZM+CnemMVW75fw== 0000893220-99-000885.txt : 19990809 0000893220-99-000885.hdr.sgml : 19990809 ACCESSION NUMBER: 0000893220-99-000885 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990802 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990806 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11071 FILM NUMBER: 99679678 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 8-K 1 FORM 8-K UGI CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AUGUST 2, 1999 (DATE OF REPORT) UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 1-11071 23-2668356 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 460 N. GULPH ROAD KING OF PRUSSIA, PENNSYLVANIA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 337-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 UGI Corporation Form 8-K Page 2 August 2, 1999 ITEM 5. OTHER EVENTS On August 2, 1999, the Registrant issued the attached news release announcing the commencement of the Registrant's previously announced self-tender offer for up to 4.5 million shares of its Common Stock, approximately 14% of the outstanding shares of the Registrant. The offer is being made through a modified "Dutch auction" in which the Registrant's shareholders have the opportunity to sell their shares to the Registrant at a price between $23.00 and $26.00 per share. The offer will expire Friday, August 27, 1999 unless extended by the Registrant. The news release is included as an exhibit to this report and is incorporated in this Item 5 by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits (99) News release dated August 2, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UGI CORPORATION (REGISTRANT) By: /s/ Brendan P. Bovaird ----------------------- Brendan P. Bovaird Vice President and General Counsel Date: August 2, 1999 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (99) News release dated August 2, 1999 A-1 EX-99 2 NEWS RELEASE DATED AUGUST 2, 1999 1 EXHIBIT (99) August 2, 1999 Immediate Robert W. Krick, ext. 3141 UGI CORPORATION COMMENCES SELF-TENDER FOR UP TO 4.5 MILLION SHARES OF COMMON STOCK VALLEY FORGE, PA, August 2, 1999 - UGI Corporation (NYSE: UGI) today commenced its previously announced self-tender offer for up to 4.5 million shares of its common stock, approximately 14% of the outstanding shares of UGI. The offer is being made through a modified "Dutch auction" in which UGI shareholders have the opportunity to sell their shares to UGI at a price between $23.00 and $26.00 per share. The offer will expire Friday, August 27, unless extended by UGI. If the number of shares tendered is greater than the number sought, UGI will pay the lowest price within the stated range that will allow it to buy 4.5 million shares, with purchases made on a pro rata basis from shareholders tendering at or below the purchase price. UGI generally will not prorate "odd lot" shares tendered by any shareholder who tenders all such shares in the offer. UGI's common stock closed at $20.94 on the New York Stock Exchange on July 27, the last full trading day on the NYSE prior to the announcement of the offer. Headquartered in Valley Forge, Pennsylvania, UGI is a holding company with propane marketing, utility and energy marketing subsidiaries. Through subsidiaries, UGI owns 58% of AmeriGas Partners, L.P., the nation's largest retail propane marketer. Comprehensive information about UGI is available on the World Wide Web at HTTP://WWW.UGICORP.COM. This news release is neither an offer to purchase nor a solicitation of offers to sell common stock. The self-tender is being made only by means of an Offer to Purchase and related documents, copies of which will be mailed to all shareholders and filed with the Securities and Exchange Commission, and may also be obtained from the information agent, ChaseMellon Shareholder Services L.L.C. Banks and brokers should call 212-273-8083. All others should call toll free 1-800-953-2497. UGI has retained Donaldson, Lufkin & Jenrette Securities Corporation to act as dealer manager for the self-tender. C-10 ### 8/2/99 A-2 -----END PRIVACY-ENHANCED MESSAGE-----