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
MARCH 11, 2004
(DATE OF REPORT)
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 1-11071 23-2668356
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION) (COMMISSION FILE 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)
UGI Corporation Form 8-K
Page 2 March 11, 2004
ITEM 5. OTHER EVENTS
This report on Form 8-K is being filed to disclose in our audited
consolidated financial statements for the fiscal year ended September 30, 2003
the realignment of our segments.
As previously disclosed in our Quarterly Report on Form 10-Q for the
quarter ended December 31, 2003, we realigned our business units effective
October 1, 2003 in order to expand the energy management services available to
our customers and strengthen our focus on power marketing. Under the new
realignment, the operating results of UGI Development Company's electricity
generation business are combined with the operating results of the gas marketing
business of UGI Energy Services, Inc. rather than combined with UGI Utilities'
Electric Utility. Our first quarter 2004 Form 10-Q, previously filed with the
Securities and Exchange Commission, reflects such segment change.
As a result of our decision to realign our segments, we have amended
Items 1 and 2, "Business and Properties," and Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," as previously
filed in our Annual Report on Form 10-K for the fiscal year ended September 30,
2003. Copies of amended Items 1 and 2, "Business and Properties" and Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," are attached as Exhibits 99.1 and 99.2, respectively. We have
amended Note 21 of our 2003 audited consolidated financial statements, "Segment
Information," to conform to the realigned operating segments. In addition, we
have made minor changes in the 2003 consolidated financial statements (1) to
conform to the presentation in our Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003 and (2) to modify Note 1, "Organization and Significant
Accounting Policies," and Note 12, "Commitments and Contingencies." The 2003
audited financial statements are attached as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Description of Business and Properties under Items 1 and 2 of
UGI Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 2003.
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations under Item 7 of UGI Corporation's
Annual Report on Form 10-K for the fiscal year ended September
30, 2003.
99.3 Audited consolidated financial statements of UGI Corporation
for the fiscal year ended September 30, 2003, including
financial statement schedules. Also included is
the independent auditor's report dated November 17, 2003,
except as to Note 21, which is as of March 9, 2004.
UGI Corporation Form 8-K
Page 3 March 11, 2004
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/ Michael J. Cuzzolina
---------------------------------
Michael J. Cuzzolina
Vice President-Accounting
and Financial Control
Date: March 11, 2004
EXHIBIT INDEX
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Description of Business and Properties under Items 1 and 2 of UGI
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, conformed to reflect the segment realignment.
99.2 Management's Discussion and Analysis of Financial Condition and Results
of Operations under Item 7 of UGI Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 2003, conformed to reflect
the segment realignment.
99.3 Audited consolidated financial statements of UGI Corporation for the
fiscal year ended September 30, 2003, including financial statement
schedules. Also included is the independent auditor's report dated
November 17, 2003, except as to Note 21, which is as of March 9, 2004.