SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-2668356
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 NORTH GULPH ROAD, KING OF PRUSSIA, PA 19406
(ADDRESS OF PRINCIPAL 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
The undersigned registrant hereby amends Item 15 of its Annual Report on Form
10-K for the fiscal year ended September 30, 2004 to include the financial
statements required by Form 11-K with respect to the UGI HVAC Enterprises, Inc.
Savings Plan, the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane,
Inc. Savings Plan, as set forth in Exhibit No. 99.1.
PART IV:
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) and (2) The financial statements and financial statement schedules
incorporated by reference or included in this report are listed in the
accompanying Index to Financial Statements and Financial Statement Schedules set
forth on pages F-2 through F-3 of this report, which is incorporated herein by
reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this report are as follows (exhibits incorporated
by reference are set forth with the name of the registrant, the type of report
and registration number or last date of the period for which it was filed, and
the exhibit number in such filing):
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
3.1 (Second) Amended and Restated Articles of Incorporation UGI Amendment No. 1 on 3.(3)(a)
of the Company Form 8 to Form 8-B
(4/10/92)
3.2 Bylaws of UGI as amended through September 28, 2004 UGI Form 8-K (9/28/04) 3.2
4 Instruments defining the rights of security holders,
including indentures. (The Company agrees to furnish to
the Commission upon request a copy of any instrument
defining the rights of holders of long-term debt not
required to be filed pursuant to Item 601(b)(4) of
Regulation S-K)
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
4.1 Rights Agreement, as amended as of August 18, 2000, UGI Registration 4.3
between the Company and Mellon Bank, N.A., successor to Statement No.
Mellon Bank (East) N.A., as Rights Agent, and 333-49080
Assumption Agreement dated April 7, 1992
4.2 The description of the Company's Common Stock contained UGI Form 8-B/A 3.(4)
in the Company's registration statement filed under the (4/17/96)
Securities Exchange Act of 1934, as amended
4.3 UGI's (Second) Amended and Restated Articles of
Incorporation and Bylaws referred to in 3.1 and 3.2
above
4.4 Note Agreement dated as of April 12, 1995 among The AmeriGas Form 10-Q 10.8
Prudential Insurance Company of America, Metropolitan Partners, L.P. (3/31/95)
Life Insurance Company, and certain other institutional
investors and AmeriGas Propane, L.P., New AmeriGas
Propane, Inc. and Petrolane Incorporated
4.5 First Amendment dated as of September 12, 1997 to Note AmeriGas Form 10-K 4.5
Agreement dated as of April 12, 1995 ("1995 Note Partners, L.P. (9/30/97)
Agreement")
4.6 Second Amendment dated as of September 15, 1998 to 1995 AmeriGas Form 10-K 4.6
Note Agreement Partners, L.P. (9/30/98)
4.7 Third Amendment dated as of March 23, 1999 to 1995 Note AmeriGas Form 10-Q 10.2
Agreement Partners, L.P. (3/31/99)
4.8 Fourth Amendment dated as of March 16, 2000 to 1995 AmeriGas Form 10-Q 10.2
Note Agreement Partners, L.P. (6/30/00)
4.9 Fifth Amendment dated as of August 1, 2001 to 1995 Note AmeriGas Form 10-K 4.8
Agreement Partners, L.P. (9/30/01)
4.10 Second Amended and Restated Agreement of Limited AmeriGas Form 8-K 3.1
Partnership of AmeriGas Partners, L.P. dated as of Partners, L.P. (12/1/04)
December 1, 2004
4.11 Second Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.1(a)
Partnership of AmeriGas Propane, L.P. dated as of Partners, L.P. (9/30/04)
December 1, 2004
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------------ -------------- ------------------ --------
4.12 Amended and Restated Agreement of Limited Partnership AmeriGas Form 10-K 3.8
of AmeriGas Eagle Propane, L.P. dated July 19, 1999 Partners, L.P. (9/30/01)
10.1 Service Agreement (Rate FSS) dated as of November 1, UGI Form 10-K 10.5
1989 between Utilities and Columbia, as modified (9/30/95)
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** UGI Corporation 2004 Omnibus Equity Compensation Plan
Directors Stock Unit Grant Letter dated as of January
8, 2004
*10.3** UGI Corporation 2004 Omnibus Equity Compensation Plan
Directors Nonqualified Stock Option Grant Letter dated
as of January 8, 2004
*10.4** UGI Corporation 2004 Omnibus Equity Compensation Plan
Utilities Employees Performance Unit Grant Letter dated
as of January 1, 2004
*10.5** UGI Corporation 2004 Omnibus Equity Compensation Plan
UGI Employees Stock Unit Grant Letter dated as of
January 1, 2004
10.6** UGI Corporation Directors Deferred Compensation Plan UGI Form 10-K 10.6
Amended and Restated as of January 1, 2000 (9/30/00)
*10.7** UGI Corporation 2004 Omnibus Equity Compensation Plan
UGI Employees Performance Unit Grant Letter dated as of
January 1, 2004
10.8** UGI Corporation Annual Bonus Plan dated March 8, 1996 UGI Form 10-Q 10.4
(6/30/96)
*10.9** UGI Corporation 2004 Omnibus Equity Compensation Plan
AmeriGas Employees Nonqualified Stock Option Grant
Letter dated as of January 1, 2004
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.10** UGI Corporation 1997 Stock Option and Dividend UGI Form 10-Q 10.4
Equivalent Plan Amended and Restated as of April 29, (3/31/03)
2003
10.11** UGI Corporation 1992 Directors' Stock Plan Amended and UGI Form 10-Q 10.2
Restated as of April 29, 2003 (3/31/03)
*10.12** UGI Corporation Senior Executive Employee Severance Pay
Plan as amended December 7, 2004
10.12(a)** AmeriGas Propane, Inc. Executive Employee Severance Pay AmeriGas Form 10-K 10.4
Plan, as amended December 6, 2004. Partners, L.P. (9/30/04)
10.13** UGI Corporation 2000 Directors' Stock Option Plan UGI Form 10-Q 10.1
Amended and Restated as of April 29, 2003 (3/31/03)
10.14** UGI Corporation 2000 Stock Incentive Plan Amended and UGI Form 10-Q 10.5
Restated as of April 29, 2003 (3/31/03)
10.15** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16
(9/30/97)
10.16** UGI Corporation Supplemental Executive Retirement Plan UGI Form 10-Q 10
Amended and Restated effective October 1, 1996 (6/30/98)
*10.17** UGI Corporation 2004 Omnibus Equity Compensation Plan,
as amended December 7, 2004
10.18 Credit Agreement dated as of August 28, 2003 among AmeriGas Form 10-K 10.1
AmeriGas Propane, L.P., AmeriGas Propane, Inc., Partners, L.P. (9/30/03)
Petrolane Incorporated, Wachovia Bank, National
Association, as Agent, Issuing Bank and Swing Line
Bank, and certain banks.
10.19 Amendment No. 1 dated as of August 30, 2004, to the AmeriGas Form 8-K 10.1
Credit Agreement dated as of August 28, 2003 among Partners, L.P. (8/30/04)
AmeriGas Propane, L.P., AmeriGas Propane, Inc.,
Petrolane Incorporated, Citicorp USA, Inc., Credit
Suisse First Boston, Wachovia Bank, National
Association, as Agent, Issuing Bank and Swing Line
Bank, and certain financial institutions named party
thereto.
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.20 Partnership Agreement of Hunlock Creek Energy Ventures Utilities Form 10-K 10.24
dated December 8, 2001 by and between UGI Hunlock (9/30/01)
Development Company and Allegheny Energy Supply Hunlock
Creek LLC
10.21 Amendment No. 1 to Partnership Agreement of Hunlock UGI Form 10-K 10.21
Creek Energy Ventures, dated June 26, 2003, by and (9/30/03)
between UGI Hunlock Development Company and Allegheny
Energy Supply Hunlock Creek, LLC
10.22 Notice of appointment of Wachovia Bank, National AmeriGas Form 10-K 10.6
Association as collateral Agent effective as of August Partners, L.P. (9/30/03)
28, 2003, pursuant to Intercreditor and Agency
Agreement dated as of April 19, 1995
10.23 Intercreditor and Agency Agreement dated as of April AmeriGas Form 10-Q 10.2
19, 1995 among AmeriGas Propane, Inc., Petrolane Partners, L.P. (3/31/95)
Incorporated, AmeriGas Propane, L.P., Bank of America
National Trust and Savings Association ("Bank of
America") as Agent, Mellon Bank, N.A. as Cash
Collateral Sub-Agent, Bank of America as Collateral
Agent and certain creditors of AmeriGas Propane, L.P.
10.23(a) First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.8
Intercreditor and Agency Agreement dated as of April Partners, L.P. (9/30/01)
19, 1995
10.24 General Security Agreement dated as of April 19, 1995 AmeriGas Form 10-Q 10.3
among AmeriGas Propane, L.P., Bank of America National Partners, L.P. (3/31/95)
Trust and Savings Association and Mellon Bank, N.A.
10.24(a) First Amendment dated as of July 31, 2001 to General AmeriGas Form 10-K 10.10
Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/01)
10.24(b) Second Amendment dated as of October 14, 2004 to AmeriGas Form 10-K 10.10(a)
General Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/04)
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.25 Subsidiary Security Agreement dated as of April 19, AmeriGas Form 10-Q 10.4
1995 among AmeriGas Propane, L.P., Bank of America Partners, L.P. (3/31/95)
National Trust and Savings Association as Collateral
Agent and Mellon Bank, N.A. as Cash Collateral Agent
10.25(a) First Amendment dated as of July 31, 2001 to Subsidiary AmeriGas Form 10-K 10.12
Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/01)
10.25(b) Second Amendment dated as of October 14, 2004 to AmeriGas Form 10-K 10.12(a)
Subsidiary Security Agreement dated as of April 19, Partners, L.P. (9/30/04)
1995
10.26 Restricted Subsidiary Guarantee dated as of April 19, AmeriGas Form 10-Q 10.5
1995 by AmeriGas Propane, L.P. for the benefit of Bank Partners, L.P. (3/31/95)
of America National Trust and Savings Association, as
Collateral Agent
10.27 Trademark License Agreement dated April 19, 1995 among AmeriGas Form 10-Q 10.6
UGI Corporation, AmeriGas, Inc., AmeriGas Propane, Partners, L.P. (3/31/95)
Inc., AmeriGas Partners, L.P. and AmeriGas Propane,
L.P.
10.28 Trademark License Agreement, dated April 19, 1995 among AmeriGas Form 10-Q 10.7
AmeriGas Propane, Inc., AmeriGas Partners, L.P. and Partners, L.P. (3/31/95)
AmeriGas Propane, L.P.
10.29 Stock Purchase Agreement dated May 27, 1989, as amended Petrolane Registration 10.16(a)
and restated July 31, 1989, between Texas Eastern Incorporated/ Statement No.
Corporation and QFB Partners AmeriGas, Inc. 33-69450
10.30 Pledge Agreement dated September 1999 between Eastfield UGI Form 10-K 10.28
International Holdings, Inc. and Raiffeisen Zentralbank (9/30/99)
Osterreich Aktiengesellschaft ("RZB")
10.31 Pledge Agreement dated September 1999 between EuroGas UGI Form 10-K 10.29
Holdings, Inc. and RZB (9/30/99)
10.32 Form of Guarantee Agreement dated September 1999 UGI Form 10-K 10.30
between UGI Corporation and RZB relating to loan amount (9/30/99)
of EURO 74 million
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.33 Form of Guarantee Agreement dated September 2000 UGI Form 10-K 10.33
between UGI Corporation and RZB relating to loan amount (9/30/00)
of EURO 14.9 million
10.34 Form of Guarantee Agreement dated September 2000 UGI Form 10-K 10.34
between UGI Corporation and RZB relating to loan amount (9/30/00)
of EURO 9 million
10.34(a) Amendments dated October 11, 2001 to September 1999 UGI Form 10-K 10.34(a)
Guarantee Agreements between UGI Corporation and RZB (9/30/02)
10.35** Description of Change of Control arrangements for UGI Form 10-K 10.33
Messrs. Greenberg, Cuzzolina, Hall, Knauss and (9/30/99)
Mendicino
*10.36** UGI Corporation 2004 Omnibus Equity Compensation Plan
UGI Employees Nonqualified Stock Option Grant Letter
dated as of January 1, 2004
*10.36(a)** UGI Corporation 2004 Omnibus Equity Compensation Plan
UGI Utilities Employees Nonqualified Stock Option Grant
Letter dated as of January 1, 2004
10.37** Description of Change of Control arrangement for Mr. AmeriGas Form 10-K 10.31
Bissell Partners, L.P. (9/30/99)
10.38** 2002 Non-Qualified Stock Option Plan Amended and UGI Form 10-Q 10.7
Restated as of April 29, 2003 (3/31/03)
10.39** 1992 Non-Qualified Stock Option Plan Amended and UGI Form 10-Q 10.6
Restated as of April 29, 2003 (3/31/03)
10.40 [Intentionally omitted]
10.41 Service Agreement for comprehensive delivery service UGI Form 10-K 10.41
(Rate CDS) dated February 23, 1999 between UGI (9/30/00)
Utilities, Inc. and Texas Eastern Transmission
Corporation
-8-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.42 Purchase Agreement dated January 30, 2001 and Amended AmeriGas Form 8-K 10.1
and Restated on August 7, 2001 by and among Columbia Partners, L.P. (8/8/01)
Energy Group, Columbia Propane Corporation, Columbia
Propane, L.P., CP Holdings, Inc., AmeriGas Propane,
L.P., AmeriGas Partners, L.P., and AmeriGas Propane,
Inc.
*10.43** UGI Corporation 2004 Omnibus Equity Compensation Plan,
Sub-Plan for French Employees Stock Option Grant Letter
dated as of 2004
10.44 Agreement by Petrolane Incorporated and certain of its Petrolane Form 10-K 10.13
subsidiaries party thereto ("Subsidiaries") for the Incorporated (9/23/94)
Sale of the Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H., Inc., as
Purchaser, dated as of December 18, 1985
10.45 Purchase Agreement by and among Columbia Propane, L.P., National Form 8-K 10.5
CP Holdings, Inc., Columbia Propane Corporation, Propane (4/19/99)
National Propane Partners, L.P., National Propane Partners, L.P.
Corporation, National Propane SPG, Inc., and Triarc
Companies, Inc. dated as of April 5, 1999
10.46 Capital Contribution Agreement dated as of August 21, AmeriGas Form 8-K 10.2
2001 by and between Columbia Propane, L.P. and AmeriGas Partners, L.P. (8/21/01)
Propane, L.P. acknowledged and agreed to by CP
Holdings, Inc.
10.47 Promissory Note by National Propane L.P., a Delaware AmeriGas Form 10-K 10.39
limited partnership in favor of Columbia Propane Partners, L.P. (9/30/01)
Corporation dated July 19, 1999
10.48 Loan Agreement dated July 19, 1999, between National AmeriGas Form 10-K 10.40
Propane, L.P. and Columbia Propane Corporation Partners, L.P. (9/30/01)
10.49 First Amendment dated August 21, 2001 to Loan Agreement AmeriGas Form 10-K 10.41
dated July 19, 1999 between National Propane, L.P. and Partners, L.P. (9/30/01)
Columbia Propane Corporation
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------------------- -------------- ------------------ --------
10.50 Columbia Energy Group Payment Guaranty dated April 5, AmeriGas Form 10-K 10.42
1999 Partners, L.P. (9/30/01)
10.51 Keep Well Agreement by and between AmeriGas Propane, AmeriGas Form 10-K 10.46
L.P. and Columbia Propane Corporation dated August 21, Partners, L.P. (9/30/01)
2001
10.52** AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan on AmeriGas Form 10-Q 10.2
Behalf of AmeriGas Partners, L.P., as amended December Partners, L.P. (6/30/04)
15, 2003.
10.53 Storage Transportation Service Agreement (Rate Schedule Utilities Form 10-K 10.25
SST) between Utilities and Columbia dated November 1, (9/30/02)
1993, as modified pursuant to orders of the Federal
Energy Regulatory Commission
10.54 Gas Service Delivery and Supply Agreement between Utilities Form 10-K 10.32
Utilities and UGI Energy Services, Inc. dated August (9/30/04)
26, 2004
10.55 No-Notice Transportation Service Agreement (Rate Utilities Form 10-K 10.27
Schedule CDS) between Utilities and Texas Eastern (9/30/02)
Transmission dated February 23, 1999, as modified
pursuant to various orders of the Federal Energy
Regulatory Commission
10.56 No-Notice Transportation Service Agreement (Rate Utilities Form 10-K 10.28
Schedule CDS) between Utilities and Texas Eastern (9/30/02)
Transmission dated October 31, 2000, as modified
pursuant to various orders of the Federal Energy
Regulatory Commission
10.57 Firm Transportation Service Agreement (Rate Schedule Utilities Form 10-K 10.29
FT-1) between Utilities and Texas Eastern Transmission (9/30/02)
dated June 15, 1999, as modified pursuant to various
orders of the Federal Energy Regulatory Commission
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------- ---------- --------- ----------
10.58 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.26
the Service Agreement (Rate FSS) dated as (9/30/04)
of 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)
10.59 Firm Transportation Service Agreement Utilities Form 10-K 10.31
(Rate Schedule FT) between Utilities and (9/30/02)
Transcontinental Gas Pipe Line dated
October 1, 1996, as modified pursuant to
various orders of the Federal Energy
Regulatory Commission
10.60 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.30
the No-Notice Transportation Service (9/30/04)
Agreement (Rate Schedule CDS) between
Utilities and Texas Eastern Transmission
dated February 23, 1999, as modified
pursuant to various orders of the Federal
Energy Regulatory Commission
10.61 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.33
the Firm Transportation Service Agreement (9/30/04)
(Rate Schedule FT-1) between Utilities and
Texas Eastern Transmission dated June 15,
1999, as modified pursuant to various
orders of the Federal Energy Regulatory
Commission
10.62 Firm Transportation Service Agreement Utilities Form 10-K 10.34
(Rate Schedule FTS) between Utilities and (9/30/04)
Columbia Gas Transmission dated November,
1, 2004
10.63 Amendment Agreement dated June 18, 2004, UGI Form 10-Q 10.5
relating to the Senior Facilities (6/30/04)
Agreement dated June 26, 2003, as Amended
and Restated, between AGZ Holding, as
Parent, Antargaz, the Senior Lenders, (as
defined therein) and Calyon, as Mandated
Lead Arranger, Facility Agent and Security
Agent.
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------ -------------- --------- ---------
10.64 Creditor Accession Agreement dated June UGI Form 10-Q 10.6
18, 2004, between UGI Bordeaux Holding, as (6/30/04)
the New Investor, and Calyon, as Security
Agent.
10.65 Letter of Undertakings dated June 18, UGI Form 10-Q 10.7
2004, by UGI Bordeaux Holding to AGZ (6/30/04)
Holding, the Parent of Antargaz, and
Calyon, the Facility Agent, acting on
behalf of the Lenders, (as defined within
the Senior Facilities Agreement).
10.66 Tax Consolidation Agreement, dated June UGI Form 10-Q 10.8
18, 2004, entered into by UGI Bordeaux (6/30/04)
Holding and its Subsidiaries named
therein.
10.67** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-K 10.4
Severance Pay Plan, as amended December 6, Partners, L.P. (9/30/04)
2004.
10.68 Senior Facilities Agreement dated June 26, UGI Form 10-Q 10.1
2003 as Amended and Restated July 2, 2003, (3/31/04)
between AGZ Holding and Antargaz, Credit
Lyonnais, as Mandated Lead Arranger,
Facility Agent and Security Agent, and the
Financial Institutions named therein.
10.69 Form of Amendment Agreement dated January UGI Form 10-Q 10.1(a)
15, 2004 to Senior Facilities Agreement, (3/31/04)
as Amended and Restated July 2, 2003.
10.70 Pledge of Financial Instruments Account UGI Form 10-Q 10.2
relating to Financial Instruments held by (3/31/04)
AGZ Holding in Antargaz, dated July 7,
2003, between AGZ Holding, as Pledgor, and
Credit Lyonnais, as Security Agent, and
the Senior Lenders.
10.71 Pledge of Financial Instruments Accounts UGI Form 10-Q 10.3
relating to Financial Instruments held by (3/31/04)
Antargaz in certain subsidiary companies,
dated July 7, 2003, between Antargaz, as
Pledgor, and Credit Lyonnais, as Security
Agent, and the Revolving Lenders.
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
----------- ------------------------------------------ -------------- --------- ---------
10.72 Intercreditor Agreement, dated July 7, UGI Form 10-Q 10.4
2003, between AGZ Holding, Antargaz, AGZ (3/31/04)
Finance, the Senior Lenders (as defined
therein), the Investors (as defined
therein), and Credit Lyonnais, as Facility
Agent for the Senior Lenders and as
Security Agent.
10.73 Seller's Guarantee dated February 16, 2001 UGI Form 10-Q 10.5
among Elf Antar France, Elf Aquitaine and (3/31/04)
AGZ Holding.
*13 Pages 13 through 55 of the 2004 Annual
Report to Shareholders
14 Code of Ethics for principal executive, UGI Form 10-K 14
financial and accounting officers (9/30/03)
*21 Subsidiaries of the Registrant
*23 Consent of PricewaterhouseCoopers LLP
***23.1 Consent of Cogen Sklar LLP
*31.1 Certification by the Chief Executive
Officer relating to the Registrant's
Report on Form 10-K for the fiscal year
ended September 30, 2004 pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
***31.1(a) Certification by the Chief Executive
Officer relating to the Registrant's
Report on Form 10-K for the fiscal
year ended September 30, 2004 as
amended by Amendment No. 1 on Form 10-K/A
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
*31.2 Certification by the Chief Financial
Officer relating to the Registrant's
Report on Form 10-K for the fiscal year
ended September 30, 2004 pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
***31.2(a) Certification by the Chief Financial
Officer relating to the Registrant's
Report on Form 10-K for the fiscal year
ended September 30, 2004 as amended by
Amendment No. 1 on Form 10-K/A pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002
*32 Certification by the Chief Executive
Officer and the Chief Financial Officer
relating to the Registrant's Report on
Form 10-K for the fiscal year ended
September 30, 2004, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
***99.1 Financial Statements and Supplemental
Schedule of UGI HVAC Enterprises, Inc.
Savings Plan, AmeriGas Propane, Inc.
Savings Plan and UGI Utilities, Inc.
Savings Plan for the year ended
December 31, 2004
* Filed with Annual Report on Form 10-K for fiscal year 2004 filed on December
14, 2004.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
*** Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
UGI CORPORATION
Date: June 28, 2005 By: /s/ Anthony J. Mendicino
-------------------------------------
Anthony J. Mendicino
Senior Vice President - Finance
and Chief Financial Officer
-14-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
23.1 Consent of Cogen Sklar LLP
31.1(a) Certification by the Chief Executive Officer relating to the
Registrant's Report on Form 10-K for the fiscal year ended
September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2(a) Certification by the Chief Financial Officer relating to the
Registrant's Report on Form 10-K for the fiscal year ended
September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.1 Financial Statements and Supplemental Schedule of UGI HVAC
Enterprises, Inc. Savings Plan, AmeriGas Propane, Inc. Savings
Plan and UGI Utilities, Inc. Savings Plan for the year ended
December 31, 2004