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 May 15, 2002 (Date of Report) ----------- UGI UTILITIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 1-1398 23-1174060 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Kachel Boulevard, Green Hills Corporate Center, Suite 400, Reading, Pennsylvania 19607 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610) 796-3400 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 1.1 Form of Distribution Agreement among UGI Utilities, Inc., Credit Suisse First Boston Corporation, Janney Montgomery Scott LLC and First Union Securities, Inc. Exhibit 4.1 Forms of floating rate and fixed rate Series C Medium-Term Notes Exhibit 4.2 Form of Officers' Certificate establishing series under the Indenture 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 UTILITIES, INC. By: /s/ ROBERT W. KRICK --------------------------------------- Name: Robert W. Krick Title: Assistant Treasurer Dated: May 21, 2002