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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 21, 2001
(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)
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UGI Corporation Form 8-K
Page 2 August 21, 2001
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 21, 2001, the Registrant's subsidiary, AmeriGas Partners,
L.P. ("AmeriGas Partners"), through its subsidiary, AmeriGas Propane, L.P. (the
"Operating Partnership"), acquired the propane distribution businesses of
Columbia Energy Group in a series of equity and asset purchases pursuant to the
terms of the Purchase Agreement dated January 30, 2001 and Amended and Restated
on August 7, 2001 by and among Columbia Energy Group ("CEG"), Columbia Propane
Corporation ("Columbia Propane"), Columbia Propane, L.P. ("CPLP"), CP Holdings,
Inc., the sole general partner of CPLP ("CP Holdings"), the Operating
Partnership, AmeriGas Partners and AmeriGas Propane, Inc., the general partner
of each of AmeriGas Partners and the Operating Partnership. The acquisition was
originally announced January 31, 2001. As previously reported, the acquired
businesses were conducted through Columbia Propane and its 99% owned subsidiary,
CPLP. The Operating Partnership acquired substantially all of the assets of
Columbia Propane, including all the stock of CP Holdings and approximately 99%
of the limited partnership interests in CPLP. In addition, the Operating
Partnership (1) became the payee under a $138 million intercompany note of CPLP,
due in July 2009, and (2) made a capital contribution to CPLP of operating
assets with a net fair market value of approximately $280 million, in exchange
for a limited partnership interest in CPLP of equal value. The assets acquired
in the acquisition will continue to be used in the Operating Partnership's
propane distribution operations.
The purchase price, which was determined through arms-length
negotiations, consisted of $151,750,000 in cash, the issuance of 2,356,953 of
AmeriGas Partners Common Units to CEG and the assumption of up to $3,000,000 of
long-term indebtedness. The purchase price is subject to a post-closing working
capital adjustment. Concurrently with the acquisition, AmeriGas Partners issued
$200 million of its senior notes due 2011. Approximately $161 million of the
proceeds of the senior notes were used to finance the acquisition and related
fees and expenses. The balance of the proceeds was used to repay debt under the
Operating Partnership's bank credit facilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(10) Purchase Agreement dated January 30, 2001 and Amended
and Restated on August 7, 2001 by and among Columbia
Energy Group, Columbia Propane Corporation, Columbia
Propane, L.P., CP Holdings, Inc., AmeriGas Propane,
L.P., AmeriGas Partners, L.P. and AmeriGas Propane,
Inc. is incorporated by reference to Exhibit 10.1 to
the AmeriGas Partners, L.P. Current Report on Form
8-K dated August 8, 2001.
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UGI Corporation Form 8-K
Page 3 August 21, 2001
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
UGI CORPORATION
(REGISTRANT)
By: /s/ Robert W. Krick
______________________
Robert W. Krick
Treasurer
Date: September 5, 2001