UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-3A-2 File No. 69-00410
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE
PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant directly or indirectly holds
an interest.
UGI Corporation (the "Company" or "UGI") was incorporated as a stock
corporation under the laws of Pennsylvania on December 20, 1991. The Company's
principal office is located at 460 North Gulph Road, King of Prussia,
Pennsylvania 19406.
UGI is a holding company which as of December 31, 2002 owned
directly or indirectly the following subsidiaries (excluding EWGs which are
described in Section 4a):
a. UGI Utilities, Inc. ("UGI Utilities") is a public utility
company incorporated in Pennsylvania that owns and operates (i) a natural gas
distribution utility serving 14 counties in eastern and southeastern
Pennsylvania, and (ii) an electric utility serving parts of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
UGID Holding Company, a Delaware corporation, is a
Delaware investment holding company and a wholly owned subsidiary of UGI
Development Company, a Pennsylvania corporation and a wholly owned subsidiary of
UGI Utilities which is more fully described below in Section 4a. UGI Hunlock
Development Company, a Pennsylvania corporation, is a wholly owned subsidiary of
UGI Development Company more fully described in Section 4a.
b. AmeriGas, Inc. is a holding company incorporated under the
laws of Pennsylvania. Through its subsidiaries, AmeriGas, Inc. owns 50.1% of
AmeriGas Partners, L.P., a
Delaware limited partnership (the "Partnership"). The Partnership conducts a
propane distribution business from approximately 650 district locations in 46
states through its 98.9% owned subsidiary AmeriGas Propane, L.P., a Delaware
limited partnership and its subsidiary, AmeriGas Eagle Propane, L.P., a Delaware
limited partnership. AmeriGas Propane, Inc., a Pennsylvania corporation, is a
wholly owned subsidiary of AmeriGas, Inc. and the sole general partner of the
Partnership and AmeriGas Propane, L.P. AmeriGas, Inc. is also the parent company
of Four Flags Drilling Company, Inc., an inactive Pennsylvania corporation.
AmeriGas Propane, Inc. is the parent company of (i)
AmeriGas Technology Group, Inc., a Pennsylvania corporation engaged in the
commercialization of a patented process for use by waste treatment facilities,
and (ii) Petrolane Incorporated, a Pennsylvania holding company.
AmeriGas Partners, L.P. is the parent company of
AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp.,
each a Delaware corporation that serves as co-obligor for certain debt
securities of the Partnership.
AmeriGas Propane, L.P. is the parent company of (i)
AmeriGas Propane Parts & Service, Inc., a Pennsylvania corporation which sells
appliance parts and fittings and services propane appliances, (ii) AmeriGas
Eagle Propane, Inc. a holding company incorporated under the laws of Delaware,
and (iii) AmeriGas Eagle Propane, L.P.
AmeriGas Eagle Propane, L.P. is the parent company of
AmeriGas Eagle Parts & Service, Inc., a Pennsylvania corporation which sells
appliance parts and fittings and services propane appliances.
AmeriGas Eagle Propane, Inc. is the parent company of
AmeriGas Eagle Holdings, Inc., a Delaware corporation and the sole general
partner of AmeriGas Eagle Propane, L.P.
c. UGI Enterprises, Inc. is a Pennsylvania corporation that is
a holding company with twenty-six direct and indirect subsidiaries. Through its
wholly owned subsidiary, UGI Energy Services, Inc., a Pennsylvania corporation,
it conducts an electric energy marketing business under the trade name of
POWERMARK, and a gas marketing business under the trade name of GASMARK. Energy
Services Funding Corporation, a Delaware corporation and a wholly owned
subsidiary of UGI Energy Services, Inc., is a special purpose Delaware
corporation which purchases and sells receivables of UGI Energy Services, Inc.
under a receivables securitization facility with an issuer of commercial paper.
UGI Power Supply, Inc., also a Pennsylvania
corporation, is an inactive wholly owned subsidiary of UGI Enterprises, Inc.
Hearth USA, Inc., a Delaware corporation, is an
inactive wholly owned subsidiary of UGI Enterprises, Inc.
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CFN Enterprises, Inc., a Delaware corporation, is a
wholly owned subsidiary of UGI Enterprises, Inc., and owns 42% of CFN Networks
LLC, a Delaware limited liability company engaged in the development of networks
of self-serve propane dispensers for motor fuel use.
UGI HVAC Enterprises, Inc., a Delaware corporation
and a wholly owned subsidiary of UGI Enterprises, Inc., is engaged in the
heating, ventilating, air conditioning, plumbing and oil delivery business.
McHugh Service Company, a Pennsylvania corporation,
is a wholly owned subsidiary of UGI Enterprises, Inc. engaged in the heating,
ventilating, air conditioning and plumbing business.
Energy development partnerships in international
markets are pursued through the following wholly owned subsidiaries of UGI
Enterprises, Inc.: (i) UGI International Enterprises, Inc., a Pennsylvania
corporation, (ii) Eastfield International Holdings, Inc., a Delaware
corporation, (iii) UGI Black Sea Enterprises, Inc., a Pennsylvania corporation,
(iv) UGI International (Romania), Inc., a Pennsylvania corporation, (v) UGI
Romania, Inc., a Pennsylvania corporation, (vi) UGI International (China), Inc.,
a Delaware corporation, (vii) UGI China, Inc., a Delaware corporation, (viii)
UGI Southwest China Development Company, LLC, a Delaware limited liability
company, and (ix) EuroGas Holdings, Inc., a Delaware investment holding company.
UGI International Enterprises, Inc. is the parent
company of UGI France, Inc., a Delaware holding company.
Eastfield International Holdings, Inc. ("Eastfield")
is a wholly owned subsidiary of UGI Enterprises and the parent company of Flaga
GmbH ("FLAGA"), an Austrian corporation. Eastfield owns 99% of FLAGA, which
conducts a propane distribution business from locations in Austria, the Czech
Republic, and Slovokia. Eurogas Holdings, Inc., another wholly owned subsidiary
of UGI Enterprises, owns 1% of FLAGA. FLAGA conducts its distribution business
by and through its wholly owned subsidiaries, (i) FLAGA Energieversorgung, a
German corporation, (ii) Flaga Plyn, spol. s.r.o., a Czech Republic corporation,
(iii) Flaga Slovplyn, spol. s.r.o., a Slovokia corporation, and (iv) FLAGA Tech
Trade GmbH, an Austrian corporation.
d. UGI Properties, Inc. is a Pennsylvania corporation that
owns UGI's corporate headquarters building in King of Prussia, Pennsylvania.
e. Ashtola Production Company is an inactive Pennsylvania
corporation.
Ashtola Production Company is the parent company of
UGI Ethanol Development Corporation, an inactive Pennsylvania corporation.
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f. United Valley Insurance Company, a Vermont corporation,
provides auto, general, and workers' compensation liability insurance coverage
to UGI and certain of its subsidiaries.
g. Northfield Holding Company is a Delaware investment holding
company.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.
The Company does not directly own any such properties.
The Company's subsidiary public utility company, UGI Utilities,
Inc., owns the following properties and related land rights used for the (1)
transmission and distribution of electric energy for sale to customers in
communities which have granted a franchise to provide electric energy and (2)
the distribution of natural gas throughout a 14 county service area in eastern
and southeastern Pennsylvania to customers in communities which have granted a
franchise to provide gas service:
- Transmission lines: 2,122 miles of transmission and
distribution lines and related facilities in portions of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
- Electric distribution facilities: 21 substations,
transformers and associated distribution facilities located in the service area,
in addition to the distribution lines referred to above.
- Approximately 4,700 miles of gas mains, related service
facilities and land rights, for the distribution of natural gas within the
service area.
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3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
a. Number of kwh. of electric energy sold (at retail or wholesale),
and Mcf. of natural or manufactured gas distributed at retail.
- None by UGI
- UGI Utilities
Retail 950,064,666 kwh.
Sold at Retail 31,237,991 Mcf.
Transportation 43,169,106
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Total 74,407,097 Mcf.
b. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized.
- None by UGI or UGI Utilities
c. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line.
- None by UGI.
- UGI Utilities - 9,180,099 Mcf.
NOTE: UGI Utilities' principal business is the distribution of natural gas
exclusively within the Commonwealth of Pennsylvania. Incidental to its principal
business, UGI Utilities may, from time to time, sell natural gas to other gas
utilities or brokers on a wholesale basis. Some of these transactions may take
place outside the state.
d. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company is
organized or at the State line.
- None by UGI
- UGI Utilities - 0 kwh.
45,604,987 Mcf.
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4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
a. Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
UGI Utilities' wholly owned subsidiary UGI Development Company
("UGID"), located at 390 Route 11, Hunlock Creek, Pennsylvania 18621-0224, is an
EWG which owns a 1.11% interest in Conemaugh Station, a 1700 MegaWatt coal-fired
steam electric generation facility in Indiana, Pennsylvania. UGID's wholly owned
subsidiary, UGI Hunlock Development Company ("UGIHDC"), owns a 50% partnership
interest in Hunlock Creek Energy Ventures ("HCEV"), an EWG which owns a 48
MegaWatt coal-fired steam electric generation station and a 44 MegaWatt gas
turbine generator in Hunlock Creek, Pennsylvania. UGID operates the two
generators for the partnership.
b. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
UGI Corporation owns 100% of UGI Utilities, Inc. which owns 100% of
UGID. UGID owns 100% of UGIHDC, which owns a 50% interest in HCEV, an EWG which
is a general partnership.
c. Type and amount of capital invested, directly or indirectly, by
the holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
- UGI Utilities investment in UGID EWG - $11,941,742
- UGIHDC investment in HCEV - $6,727,704
- UGI Utilities has guaranteed UGID's obligations as a
member of the PJM Interconnection LLC.
- The Company has not made any direct or indirect
guarantee of the security of UGID and no UGID creditor
has recourse to the Company.
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d. Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
- UGID capitalization as of 12/31/02 was $17,227,000.
- UGID earnings during the reporting period were
($1,088,000)
- HCEV capitalization - Each partner as of 12/31/02 has
50% equity interest in $38,507,674 equaling $19,253,837
each.
- HCEV earnings during the reporting period were $0.
e. Identify any service, sales or construction contract(s) between
the EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
UGI Utilities purchased power up through September 2002 from UGID
pursuant to UGID's market based rates tariff. UGID purchases power from HCEV
pursuant to HCEV's market based rate tariff. HCEV also has an agreement with UGI
Utilities permitting HCEV to interconnect its generating facilities with UGI
Utilities' transmission and distribution system. UGI Utilities and UGI
Corporation perform administrative services for UGID such as payroll, human
resources and legal services pursuant to an administrative services agreement
under which the cost of the service is allocated to UGID. UGID operates two
generation facilities located at Hunlock Creek, Pennsylvania pursuant to an
operating agreement with HCEV, a general partnership in which UGID indirectly
owns a 50% interest. UGI Energy Services, Inc. supplies natural gas and gas
supply management services to HCEV at market prices under two agreements.
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The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 27th day of February,
2003.
UGI CORPORATION
(Name of claimant)
By: ________________________________
Anthony J. Mendicino
Senior Vice President - Finance and
Chief Financial Officer
CORPORATE SEAL
Attest:
______________________
Brendan P. Bovaird
Corporate Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Brendan P. Bovaird
Corporate Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
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EXHIBIT A
A consolidating statement of income and surplus of the claimant and
its subsidiary companies for the last fiscal year, together with a consolidating
balance sheet of the claimant and its subsidiary companies as of the close of
such fiscal year.
Attached to this Form U-3A-2 as Exhibit A.
EXHIBIT B
A Financial Data Schedule setting forth the financial and other data
that are applicable to the registrant on a consolidated basis.
Pursuant to SEC Release No. 33-7855 registrants need not file this
exhibit.
EXHIBIT C
An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding company system.
UGI CORPORATION
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UGI UTILITIES, INC.
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UGI DEVELOPMENT COMPANY
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UGID HOLDING COMPANY UGI HUNLOCK DEVELOPMENT COMPANY