1
Exhibit 99.3
AMERIGAS PROPANE, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS
for the years ended September 30, 1996 and 1995
2
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS: PAGE(S)
-------
Report of Independent Public Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits at
September 30, 1996 and 1995 3 - 4
Statements of Changes in Net Assets Available for
Benefits for the years ended September 30, 1996 and
1995 5 - 6
Notes to Financial Statements 7 - 15
Item 27a - Schedule of Assets Held for Investment Purposes -
September 30, 1996 S1
Item 27d - Schedule of Reportable Transactions for the year
ended September 30, 1996 S2
-1-
3
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 September
30, 1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. 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 audits 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 September 30, 1996 and 1995, and the changes in net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed 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 plan 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 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
March 14, 1997
-2-
4
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1996
PARTICIPANT DIRECTED
--------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
=========== =========== =========== =========== ===========
Trust investments (Notes 1 and 3) $71,442,814 $ 8,915,757 $18,463,499 $19,491,063 $18,200,799
Loans to participants 2,133,320
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $73,576,134 $ 8,915,757 $18,463,499 $19,491,063 $18,200,799
=========== =========== =========== =========== ===========
PARTICIPANT DIRECTED
--------------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK GIC PARTICIPANT
FUND FUND FUND LOANS
=========== =========== =========== ===========
Trust investments (Notes 1 and 3) $ 1,677,205 $ 1,181,632 $ 3,512,859
Loans to participants $ 2,133,320
----------- ----------- ----------- -----------
Net assets available for benefits $ 1,677,205 $ 1,181,632 $ 3,512,859 $ 2,133,320
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
-3-
5
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
SEPTEMBER 30, 1995
PARTICIPANT DIRECTED
--------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
=========== =========== =========== =========== ===========
Trust investments (Note 3) $33,349,630 $13,324,821 $ 4,957,337 $10,721,231 $ 3,054,902
Loans to participants 591,790
Participant contributions receivable 119,999 36,613 23,407 41,255 7,287
Employers' contributions receivable 381,046 116,257 74,342 131,004 23,129
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $34,442,465 $13,477,691 $ 5,055,086 $10,893,490 $ 3,085,318
=========== =========== =========== =========== ===========
PARTICIPANT DIRECTED
-----------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
=========== =========== ===========
Trust investments (Note 3) $ 526,140 $ 765,199
Loans to participants $ 591,790
Participant contributions receivable 4,190 7,247
Employers' contributions receivable 13,299 23,015
----------- ----------- -----------
Net assets available for benefits $ 543,629 $ 795,461 $ 591,790
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
-4-
6
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1996
PARTICIPANT DIRECTED
---------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============ ============ ============ ============ ============
Merger of Petrolane Savings
Plan (Note 1) $ 37,204,406 $ 1,373,563 $ 10,547,267 $ 8,038,803 $ 9,494,976
Participants' contributions 4,255,617 811,868 1,026,675 1,440,857 558,622
Investment income (loss):
Interest 806,931 538,643 2,051 3,364 6,753
Dividends 6,210,398 1,119,465 4,006,292 919,895
Net appreciation (depreciation)
in value of investments (1,589,451) 1,725,245 (3,410,896)
Other 110,316 31,253 31,287 64,677 (5,466)
Transfers of participants' balances, net 609,381 (6,211,731) 654,401 318,190 6,954,988
------------ ------------ ------------ ------------ ------------
47,607,598 (3,456,404) 15,106,391 10,461,287 17,929,768
Less-Distributions to participants 8,473,929 1,105,530 1,697,978 1,863,714 2,814,287
------------ ------------ ------------ ------------ ------------
Net additions (deductions) 39,133,669 (4,561,934) 13,408,413 8,597,573 15,115,481
Net assets available for benefits-
beginning of period 34,442,465 13,477,691 5,055,086 10,893,490 3,085,318
------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 73,576,134 $ 8,915,757 $ 18,463,499 $ 19,491,063 $ 18,200,799
============ ============ ============ ============ ============
PARTICIPANT DIRECTED
--------------------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK GIC PARTICIPANT
FUND FUND FUND LOANS
============ ============ ============ ============
Merger of Petrolane Savings
Plan (Note 1) $ 765,074 $ 5,626,714 $ 1,358,009
Participants' contributions 260,321 $ 157,274
Investment income (loss):
Interest 238 432 255,450
Dividends 101,985 62,761
Net appreciation (depreciation)
in value of investments (32,853) 129,053
Other 1,960 (6,088) (7,307)
Transfers of participants' balances, net 103,413 69,861 (1,663,969) 384,228
------------ ------------ ------------ ------------
1,200,138 413,293 4,210,888 1,742,237
Less-Distributions to participants 66,562 27,122 698,029 200,707
------------ ------------ ------------ ------------
Net additions (deductions) 1,133,576 386,171 3,512,859 1,541,530
Net assets available for benefits-
beginning of period 543,629 795,461 -- 591,790
------------ ------------ ------------ ------------
Net assets available for benefits-
end of period $ 1,677,205 $ 1,181,632 $ 3,512,859 $ 2,133,320
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
-5-
7
AMERIGAS PROPANE, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED SEPTEMBER 30, 1995
PARTICIPANT DIRECTED
--------------------------------------------------------
GROWTH
FIXED & INCOME AGGRESSIVE MONEY
INCOME EQUITY EQUITY MARKET
TOTAL FUND FUND FUND FUND
============ ============ ============ ============ ============
Participants' contributions $ 1,639,057 $ 510,188 $ 302,432 $ 569,232 $ 102,495
Employers' contributions 381,046 116,257 74,342 131,004 23,129
Investment income:
Interest 641,368 641,368
Dividends 560,866 322,689 42,404 125,515
Net appreciation in value
of investments 3,777,810 543,911 3,163,220
Other 36,231 11,738 5,826 14,514 1,707
Transfers of participants' balances, net 54,532 (908,613) 114,909 (1,508,737) 2,139,388
------------ ------------ ------------ ------------ ------------
7,090,910 370,938 1,364,109 2,411,637 2,392,234
Less-Distributions to participants 2,981,850 1,249,029 401,274 1,043,525 184,984
------------ ------------ ------------ ------------ ------------
Net additions (deductions) 4,109,060 (878,091) 962,835 1,368,112 2,207,250
Net assets available for benefits-
beginning of year 30,333,405 14,355,782 4,092,251 9,525,378 878,068
------------ ------------ ------------ ------------ ------------
Net assets available for benefits-
end of year $ 34,442,465 $ 13,477,691 $ 5,055,086 $ 10,893,490 $ 3,085,318
============ ============ ============ ============ ============
PARTICIPANT DIRECTED
------------------------------------------
UGI
INTERMEDIATE COMMON
BOND STOCK PARTICIPANT
FUND FUND LOANS
============ ============ ============
Participants' contributions $ 57,124 $ 97,586
Employers' contributions 13,299 23,015
Investment income:
Interest
Dividends 22,904 47,354
Net appreciation in value
of investments 10,492 60,187
Other 307 2,139
Transfers of participants' balances, net 124,990 (33,237) $ 125,832
------------ ------------ ------------
229,116 197,044 125,832
Less-Distributions to participants 20,039 34,997 48,002
------------ ------------ ------------
Net additions (deductions) 209,077 162,047 77,830
Net assets available for benefits-
beginning of year 334,552 633,414 513,960
------------ ------------ ------------
Net assets available for benefits-
end of year $ 543,629 $ 795,461 $ 591,790
============ ============ ============
The accompanying notes are an integral part of these financial statements.
-6-
8
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
September 30, 1996 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, "the Company") and, prior to April
19, 1995, employees of AmeriGas Propane, Inc. (a Delaware corporation) and
subsidiaries, and affiliates AmeriGas Management Company, AmeriGas
Transportation Management Company and AmeriGas Propane-2, Inc. (collectively,
"the Predecessor Companies"). In conjunction with the April 19, 1995 formation
of AmeriGas Propane, L.P. (the "Partnership Formation"), the employees of the
Predecessor Companies and Petrolane Incorporated (Petrolane) became employees of
the Company. However, through the date of the Petrolane Savings Plan Merger
described below, employees of the Company who were employed by Petrolane prior
to the Partnership Formation continued to participate in the Petrolane Savings
and Stock Ownership Plan (Petrolane Savings Plan). The Company, the Predecessor
Companies and Petrolane are collectively referred to herein as the Employers.
The Plan covers employees of the Employers having a minimum of one year of
eligible service. 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) appointed by the
President of the Company and subject to approval by the Board of Directors.
PETROLANE SAVINGS PLAN MERGER. Effective October 1, 1995, the Petrolane Savings
Plan merged into the Plan (the "Petrolane Savings Plan Merger"). The Petrolane
Savings Plan was a defined contribution plan covering certain eligible employees
of the Company who, prior to the Partnership Formation, were employees of
Petrolane. Participant account balances and related trust assets were
transferred to the Plan effective October 1, 1995 and participants in the
Petrolane Savings Plan immediately became participants in the Plan. The general
provisions of the Plan were not affected by the Petrolane Savings Plan Merger.
However, during the period October 1, 1995, through January 1996, certain
activities of former Petrolane Savings Plan participants, including interfund
transfers, loans and distributions upon termination or retirement, were
suspended to permit the orderly transfer and reconciliation of account balances
transferred pursuant to the Petrolane Savings Plan Merger.
CONTRIBUTIONS. Subject to certain limitations, a participant may elect to
contribute to the Plan on a before-tax basis through payroll reduction an amount
equal to from 1% to 6% of eligible compensation. A participant may increase the
rate of his or her contribution effective with the first payroll period after
any January 1, April 1, July 1 and October 1 (Election Dates). A participant may
reduce or suspend his or her contribution at any time by filing a written
request with the Plan Administrator. A participant who suspends such
contributions may recommence such contributions effective the first payroll
period beginning after any subsequent Election Date. A participant will at all
times be fully (100%) vested in the portion of his or her account attributable
to participant contributions.
-7-
9
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
For each Plan year, each of the Employers may at their discretion make a
contribution to the Plan equal to a percentage of participant contributions. For
the 1996 Plan Year, there were no Employer matching contributions. For the 1995
Plan Year, the matching rate for eligible contributions was 25%. In order to be
entitled to the Employers' matching contribution, a participant must be actively
employed by any of the Employers or an affiliated company as of the end of the
Plan year. In addition, if a participant was employed by any of the Employers
during the Plan year and is retired, disabled (as defined), on a qualifying
leave of absence, or died during the Plan year, such participant (or designated
beneficiary) is eligible for that Plan year's matching contribution. The
Employers' contribution for the 1995 Plan Year, which was made in October 1995,
was invested in accordance with participant investment elections in effect on
the date of the contribution. A participant is fully vested in the portion of
his or her account attributable to the 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.
Forfeitures of amounts attributable to the Employers' matching contributions
experienced by participants with less than fully vested interests remain in the
Plan and are available to reduce future employer matching contributions. For the
1995 Plan Year, $12,648 in amounts attributable to Plan forfeitures was used to
reduce the Employers' matching contribution. During the 1996 and 1995 Plan
years, participants' balances attributable to Employers' matching funds of
$30,566 and $16,827, respectively, were forfeited. At September 30, 1996, there
were $49,804 in accumulated amounts attributable to Plan forfeitures remaining
in the Plan.
INVESTMENT FUNDS. A participant may elect to have his or her funds invested in
one or more of the following types of funds:
- Fixed Income Fund
Generally, this fund consists of three-year guaranteed
investment contracts with insurance companies. The 1996 and
1993 Plan year contracts were placed with New York Life
Insurance Company. The 1995 and 1994 Plan year contracts were
placed with John Hancock Mutual Life Insurance Company. The
investment objective of the fund is to provide a fixed rate of
investment return guaranteed by the insurance companies for a
specified period of time. The 1996, 1995 and 1994 Plan year
contracts mature on September 30, 1998, 1997 and 1996,
respectively. The 1993 Plan Year contract matured on December
31, 1995.
- Growth and Income Equity Fund
This fund is offered through the Fidelity Equity Income Fund,
an unaffiliated registered investment company mutual fund
whose investments comprise principally equity securities which
are income oriented and structured for capital appreciation.
-8-
10
AMERIGAS PROPANE INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- Aggressive Equity Fund
This fund is offered through the Fidelity Magellan Fund, an
unaffiliated registered investment company mutual fund whose
investments comprise principally equity securities of
domestic, foreign, and multinational issuers and whose
investment objective is to achieve capital appreciation over
an extended period of time.
- Money Market Fund
This fund is offered through the Fidelity Cash Reserves Fund,
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.
- Intermediate Bond Fund
This fund is offered through the Fidelity Intermediate Bond
Fund, an unaffiliated registered investment company mutual
fund whose investments comprise investment-grade fixed income
obligations including U.S. Government and corporate bonds and
mortgage-backed securities with average maturities of three to
ten years.
- UGI Common Stock Fund
This fund invests in shares of UGI Corporation Common Stock.
Participants in the fund do not individually own specific
shares of UGI Corporation Common Stock but rather have an
interest in the fund which invests in such shares.
Prior to October 1, 1993, participants in the former Petrolane Savings Plan
could invest their contributions in the Guaranteed Investment Contract Fund (GIC
Fund). The GIC Fund invested in guaranteed investment contracts of varying
length terms with insurance companies which contracts mature through April 1997.
Participants are permitted to transfer amounts between funds (excluding
transfers from the Fixed Income Fund and the GIC Fund prior to the expiration of
the investment contracts) at any time during a calendar quarter, limited to once
each quarter. Participants may also change their investment elections for future
contributions at any time during the quarter (not limited to once each quarter).
Participant account balances in the Fixed Income Fund and GIC Fund are
liquidated and reinvested in accordance with participant elections as group
annuity contracts mature. In the absence of a participant's reinvestment
election, during the 1996 Plan Year and the 1995 Plan Year all amounts were
reinvested in the Money Market Fund.
-9-
11
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Fidelity Management Trust Company is the Plan's trustee for all investment
assets except for the Fixed Income Fund for which Mellon Bank, N.A. is 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 $3,500, no distribution shall be made to any Plan
participant prior to his or her normal retirement date (the later of the fifth
anniversary of the commencement of employment, or the attainment of age 65)
unless the participant elects to receive such distribution. In those instances
in which a participant elects such a distribution of his or her account, the
date of the distribution will depend upon the timing of the receipt of the
participant's distribution election form. Where the amount to be distributed
does not exceed $3,500, a Plan participant's benefit will be distributed as soon
as practicable. All 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.
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 designated
beneficiary of a participant who is married at the time of the participant's
death will be deemed to be the participant's spouse, unless the participant
designated another beneficiary and the spouse consented to such designation in
accordance with procedures specified in the Plan document.
Generally, a participant may withdraw up to 50% of the balance of his or her
account attributable to pre-existing after-tax contributions 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 matching contributions then 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.
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 any of the Employers, withdrawals of
the portion of the participant's employer matching contributions account, and
post-1988 earnings attributable to participant before-tax contributions, are not
permitted. However, such withdrawals are permitted if necessary to comply with
the requirement of the Internal Revenue Code (IRC) that distributions
-10-
12
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
commence by April 1 of the calendar year following the year in which the
participant attains age 70-1/2.
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 account balance, 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 $500. The amount of the loan withdrawn from a participant's
account is allocated in proportion to the value of the participant's salary
deferral account balance 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 if
such loan proceeds are for the purchase of a principal residence in which case
such loan may have a final maturity of up to ten years.
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, the Company
has the right to terminate the Plan in whole or in part. In the event of a
complete or partial termination of the Plan, the affected participants will
become fully vested in their account balances.
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
Investments, other than contracts with insurance companies, are recorded at fair
value generally based upon quoted market prices. The contracts with insurance
companies included in the Fixed Income Fund and the GIC Fund approximate fair
value and represent amounts on deposit with insurance companies 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.
-11-
13
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 and the GIC 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 within the Plan and those amounts transferred from the UGI
Utilities, Inc. Savings Plan and other affiliated plans.
The financial statements for the 1996 Plan Year reflect the activity of the Plan
including the effects of the October 1, 1995 Petrolane Savings Plan Merger.
Accordingly, the accompanying Statement of Net Assets Available for Benefits as
of September 30, 1996 and the related Statement of Changes in Net Assets
Available for Benefits for the year then ended include the net assets of the
former Petrolane Savings Plan and the related amounts of income, appreciation
(depreciation) in fair value of investments, distributions and expenses for the
entire 1996 Plan Year.
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 assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
-12-
14
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at September 30, 1996 and 1995 are
as follows:
SEPTEMBER 30,
1996 1995
----------- -----------
FIXED INCOME FUND
Group annuity contracts with insurance companies:
1996 Plan Year - 6.12% $ 2,260,961
1995 Plan Year - 6.86% 3,010,612 $ 2,122,662
1994 Plan Year - 4.34% 3,644,184 3,465,337
1993 Plan Year - 5.05% -- 7,736,822
----------- -----------
8,915,757 13,324,821
----------- -----------
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund (shares -- 1996 - 450,219; 1995 - 133,585) 18,463,499 4,957,337
----------- -----------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (shares -- 1996 - 256,293; 1995 - 116,068) 19,491,063 10,721,231
----------- -----------
MONEY MARKET FUND
Fidelity Cash Reserves Fund (shares -- 1996 - 18,200,799; 1995 - 3,054,902) 18,200,799 3,054,902
----------- -----------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (shares -- 1996 - 167,720; 1995 - 51,431) 1,677,205 526,140
----------- -----------
UGI COMMON STOCK FUND
UGI Corporation Common Stock
(shares -- 1996 - 49,550; 1995 - 36,492) 1,164,420 752,655
Dividends receivable 17,212 12,544
----------- -----------
1,181,632 765,199
----------- -----------
GIC FUND
Group annuity contracts with insurance companies:
Aetna Life Insurance Co. - 5.10% 675,178
Metropolitan Life Insurance Co. - 9.06% 905,949
Principal Mutual Insurance Co. - 5.36% - 7.30% 1,788,889
Cash and temporary cash investments 142,843
-----------
3,512,859
-----------
Total trust investments - fair value, except for group annuity contracts
which are carried at cost plus accrued interest $71,442,814 $33,349,630
=========== ===========
Total trust investments - cost $66,344,995 $28,703,682
=========== ===========
-13-
15
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The numbers of Plan participants with account balances by investment option at
September 30, 1996 and 1995 were:
1996 1995
---- ----
Fixed Income Fund:
1996 Plan Year contract 1,198
1995 Plan Year contract 1,017 632
1994 Plan Year contract 1,227 946
1993 Plan Year contract 887
Growth and Income Equity Fund 2,408 640
Aggressive Equity Fund 2,591 825
Money Market Fund 3,304 881
Intermediate Bond Fund 793 135
UGI Common Stock Fund 591 377
GIC Fund 771
Participant loans 717 212
The total number of Plan participants with account balances at September 30,
1996 and 1995 of 4,733 and 1,650, 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 1996 and 1995 Plan years, the Plan purchased at market prices 16,086
and 8,077 shares of UGI Corporation Common Stock directly from UGI Corporation
for $349,625 and $162,559, 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 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.
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16
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
5. SUBSEQUENT EVENT - MERGER OF AMERIGAS PROPANE, INC. PENSION PLAN
Effective October 1, 1996, the AmeriGas Propane, Inc. Pension Plan (the "Pension
Plan") was frozen and the Pension Plan's assets were merged into the Plan (the
"Pension Plan Merger"). The general provisions of the Plan were not affected by
the merger of the Pension Plan into the Plan. In order to permit the orderly
transfer and reconciliation of Pension Plan account balances, during the period
September 13, 1996 through mid-November 1996, certain activities of Plan
participants, including fund exchanges, loan withdrawals, and distributions upon
termination or retirement, were suspended.
In conjunction with the merger of the AmeriGas Propane, Inc. Pension Plan,
effective October 1, 1996, the Employer matching provisions of the Plan were
changed to provide for a non-discretionary, dollar-for-dollar match on
participants' contributions up to 5% of eligible compensation. The Employer
matching contributions will be made each pay period.
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17
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
==================================================================
NUMBER OF
SHARES OR FAIR VALUE/
PRINCIPAL CONTRACT
NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST VALUE %(3)
- --------------------------------- =========== =========== =========== ===========
FIXED INCOME FUND
Contracts with insurance companies:(1)
1996 Plan Year--New York Life - 6.12% $ 2,260,961 $ 2,260,961 $ 2,260,961 25.36%
1995 Plan Year--John Hancock - 6.86% 3,010,612 3,010,612 3,010,612 33.77%
1994 Plan Year--John Hancock - 4.34% 3,644,184 3,644,184 3,644,184 40.87%
----------- ----------- -----------
8,915,757 8,915,757 100.00%
----------- ----------- -----------
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund (2) (4) 450,219 shrs 14,891,700 18,463,499 100.00%
----------- ----------- -----------
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund (2) (4) 256,293 shrs 18,081,454 19,491,063 100.00%
----------- ----------- -----------
MONEY MARKET FUND
Fidelity Cash Reserves Fund (2) (4) 18,200,799 shrs 18,200,799 18,200,799 100.00%
----------- ----------- -----------
INTERMEDIATE BOND FUND
Fidelity Intermediate Bond Fund (4) 167,720 shrs 1,727,537 1,677,205 100.00%
----------- ----------- -----------
UGI COMMON STOCK FUND
UGI Corporation Common Stock (4) 49,550 shrs 997,677 1,164,420 98.54%
Dividends receivable $ 17,212 17,212 17,212 1.46%
----------- ----------- -----------
1,014,889 1,181,632 100.00%
----------- ----------- -----------
GIC FUND
Contracts with insurance companies:(1)
Aetna Life Insurance Co. - 5.10% $ 675,178 675,178 675,178 19.22%
Metropolitan Life Insurance Co. - 9.06% 905,949 905,949 905,949 25.79%
Principal Mutual Insurance Co. - 5.36% - 7.30% 1,788,889 1,788,889 1,788,889 50.92%
Cash and temporary cash investments 142,843 142,843 142,843 4.07%
----------- ----------- -----------
3,512,859 3,512,859 100.00%
----------- ----------- -----------
PARTICIPANT LOANS
Loan principal outstanding (7.00% - 12.70%) (4)(5) -- 2,133,320 100.00%
----------- ----------- -----------
Total-all funds $66,344,995 $73,576,134
=========== ===========
=============================================================================================================================
(1) Group annuity contracts are carried at cost plus accrued interest. The
respective insurance companies guarantee the repayment of principal and
the crediting of interest under these contracts. The timing of the
remittance of participant and employer contributions, if any, and other
participant-directed transactions may cause the actual yield to vary
from these rates.
(2) Investment represents 5% or more of the net assets available for
benefits.
(3) Percentages represent percentage of fair value / contract
value of each fund.
(4) Party in interest.
(5) Range of interest rates for loans outstanding as of September 30, 1996.
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18
AMERIGAS PROPANE, INC. SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS(1)
YEAR ENDED SEPTEMBER 30, 1996
PERCENT OF
TOTAL TOTAL BEGINNING NUMBER OF NUMBER OF REALIZED
TRANSACTION BY FUND OR CARRIER PURCHASES SALES NET ASSETS PURCHASES SALES GAIN
- ------------------------------ --------- ----- ---------- --------- ----- ----
FIXED INCOME FUND
Group Annuity Contract -- 1993
New York Life - 5.05% (2) $ 95,785 $ 7,832,580 11.1% 7 7 --
AGGRESSIVE EQUITY FUND
Fidelity Magellan Fund $ 7,212,829 $ 2,917,925 14.1% 166 110 $ 369,979
GROWTH & INCOME EQUITY FUND
Fidelity Equity Income Fund $ 3,787,544 $ 2,389,662 8.6% 165 95 $ 417,955
MONEY MARKET FUND
Fidelity Cash Reserves Fund $10,328,040 $ 4,510,158 20.7% 160 150 --
===============================================================================================================================
(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.
(2) The insurance company guarantees the repayment of principal and the
crediting of interest under this contract. The timing of the remittance
of participant and employer contributions, if any, and other
participant-directed transactions may cause the actual yield to vary
from the stated rate. The contracts are for three-year terms.
S2