SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1-1398
UGI UTILITIES, INC.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Pennsylvania 23- 1174060
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 Kachel Boulevard, Suite 400, Green Hills Corporate Center Reading, PA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 796-3400
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year
ended September 30, 2004 is filed to set forth Part III, Item 14, Principal
Accounting Fees and Services, and to indicate that the registrant is not an
accelerated filer (as defined in Rule 12b-2 of the Act).
PART III
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed by PricewaterhouseCoopers LLP, the independent
public accountants of UGI Utilities ("the Company"), in Fiscal Year 2004 and
2003 were as follows:
2004 2003
---- ----
FEES % OF TOTAL FEES % OF TOTAL
---- ---------- ---- ----------
AUDIT FEES - $173,500 100% $173,100 79.7%
For professional services rendered for (i) the audit
of the annual financial statements, (ii) the reviews
of the interim financial statements included in the
Quarterly Reports on Form 10-Q, and (iii) comfort and
consent letters.
AUDIT-RELATED FEES - --- 16,350 7.5%
For professional services rendered for audit of
employee benefit plans.
TAX FEES --- ---
ALL OTHER FEES - --- 27,713 12.8%
Compliance with Section 404 of Sarbanes-Oxley.
-------- ---------- -------- ---------
TOTAL FEES $173,500 100% $217,163 100%
In the course of its meetings, the Audit Committee considered whether the
provision by PricewaterhouseCoopers of the professional services described in
this section is compatible with PricewaterhouseCoopers' independence. The
Committee concluded that the independent public accountants are independent from
the Company and its management.
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Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the Company's independent accountants. In recognition of this
responsibility, the Audit Committee has a policy of pre-approving all audit and
permissible non-audit services provided by the independent accountants.
Prior to engagement of the Company's independent accountants for the next
year's audit, management submits a list of services and related fees expected to
be rendered during that year within each of the four categories of services
noted above to the Audit Committee for approval.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(3) Exhibits
31.1 Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
31.2 Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act
SIGNATURE
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 Utilities, Inc.
By: /s/ John C. Barney
-----------------------------
John C. Barney
Senior Vice President - Finance
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
31.1 Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
31.2 Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act
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