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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): October 1, 2008</B>

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<P align="center" style="font-size: 24pt"><B>UGI Utilities, Inc.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
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    <TD style="border-bottom: 1px solid #000000"><B>Pennsylvania</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>1-1398</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>23-1174060</B></TD>
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    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
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    <TD>(IRS Employer Identification No.)</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>100 Kachel Boulevard, Suite<BR>400, Green Hills Corporate<BR>Center, Reading,<BR>Pennsylvania<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>19607</B></TD>
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    <TD>(Address of Principal Executive Offices)</TD>
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    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>610 796-3400</B>


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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.</B>


<P align="left" style="font-size: 10pt"><B>Transition Services Agreement.</B>


<P align="left" style="font-size: 10pt">On October&nbsp;1, 2008, UGI Utilities, Inc. (the &#147;Company&#148;), a wholly owned subsidiary of UGI Corporation (&#147;UGI&#148;), entered
into a Transition Services Agreement (the &#147;Transition Agreement&#148;) with PPL Corporation defining the terms under which
PPL Corporation will provide certain services to the Company or its designated affiliates over the course of a
transition period following the October&nbsp;1, 2008 acquisition by the Company of all of the issued and outstanding stock
of PPL Gas Utilities Corporation (now UGI Central Penn Gas, Inc.
(&#147;Central Penn&#148;)) and its wholly owned subsidiary, Penn Fuel Propane, LLC.


<P align="left" style="font-size: 10pt">A copy of the Transition Agreement is filed as Exhibit&nbsp;10.1 hereto and is incorporated herein by reference. The summary
of the terms of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; FSS Service Agreement No.&nbsp;49789</B>


<P align="left" style="font-size: 10pt">On November&nbsp;20, 1995, Penn Fuel Gas, Inc. (&#147;Penn Fuel Gas&#148;), predecessor in interest to Central Penn, entered into a
Service Agreement with Columbia Gas Transmission Corporation (&#147;Columbia&#148;) under Columbia&#146;s FERC Rate Schedule&nbsp;FSS. The
Service Agreement became effective on April&nbsp;1, 1997 and continues for a primary term until October&nbsp;31, 2012, and from
year to year thereafter unless terminated by either party upon two years&#146; prior written notice. Central Penn holds a
right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current
term.


<P align="left" style="font-size: 10pt">The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 235 Dth of natural gas per day, store up to a maximum quantity of
43,156 Dth of natural gas in Columbia storage facilities and withdraw up to 471 Dth per day of natural gas. The storage
service is used to meet the peak consumption needs of Central Penn&#146;s retail customers during the winter season.


<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the Service Agreement is filed as Exhibit&nbsp;10.2 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; FSS Service Agreement No.&nbsp;49791</B>


<P align="left" style="font-size: 10pt">On November&nbsp;20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia&#146;s
FERC Rate Schedule&nbsp;FSS. The Service Agreement became effective on April&nbsp;1, 1998 and continues for a primary term until
October&nbsp;31, 2013, and from year to year thereafter unless terminated by either party upon two years&#146; prior written
notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon
expiration of the current term.


<P align="left" style="font-size: 10pt">The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 59 Dth of natural gas per day, store up to a maximum quantity of
12,644 Dth of natural gas in Columbia storage facilities and withdraw up to 138 Dth per day of natural gas. The storage
service is used to meet the peak consumption needs of Central Penn&#146;s retail customers during the winter season.

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<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the Service Agreement is filed as Exhibit&nbsp;10.3 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; FSS Service Agreement No.&nbsp;80935</B>


<P align="left" style="font-size: 10pt">On October&nbsp;29, 2004, PPL Gas Utilities Corporation, predecessor in interest to Central Penn, entered into a Service
Agreement with Columbia under Columbia&#146;s FERC Rate Schedule&nbsp;FSS. The Service Agreement became effective on April&nbsp;1,
2005 and continues for a primary term until March&nbsp;31, 2014. Central Penn holds a right of first refusal under FERC
regulations for extension of the Service Agreement upon expiration of the current term.


<P align="left" style="font-size: 10pt">The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 5,358 Dth of natural gas per day, store up to a maximum quantity
of 706,443 Dth of natural gas in Columbia storage facilities and withdraw up to 10,715 Dth per day of natural gas. The
storage service is used to meet the peak consumption needs of Central Penn&#146;s retail customers during the winter season.


<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the Service Agreement is filed as Exhibit&nbsp;10.4 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; SST Service Agreement No.&nbsp;49788</B>


<P align="left" style="font-size: 10pt">On November&nbsp;20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia&#146;s
FERC Rate Schedule&nbsp;SST. The Service Agreement is tied to Central Penn&#146;s FSS Service Agreement No.&nbsp;49789. The Service
Agreement became effective on April&nbsp;1, 1997 and continues for a primary term until October&nbsp;31, 2012 and from year to
year thereafter unless terminated by either party upon two years&#146; prior written notice. Central Penn holds a right of
first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term. The
FSS and SST Service Agreements must be extended or renewed for like time periods.


<P align="left" style="font-size: 10pt">The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn&#146;s FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 235 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 471 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn
between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to
471 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in
advance. This &#147;no-notice&#148; capability of the SST Service Agreement provides balancing and swing flexibility to Central
Penn&#146;s distribution operations.

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<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the SST Service Agreement is filed as Exhibit&nbsp;10.5 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; SST Service Agreement No.&nbsp;49790</B>


<P align="left" style="font-size: 10pt">On November&nbsp;20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia&#146;s
FERC Rate Schedule&nbsp;SST. The SST Service Agreement is tied to Central Penn&#146;s FSS Service Agreement No.&nbsp;49791. The
Service Agreement became effective on April&nbsp;1, 1998 and continues for a primary term until October&nbsp;31, 2013 and from
year to year thereafter unless terminated by either party upon two year&#146;s prior written notice. Central Penn holds a
right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current
term. The FSS and SST Service Agreements must be extended or renewed for like time periods.


<P align="left" style="font-size: 10pt">The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn&#146;s FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 59 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 138 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn
between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to
138 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in
advance. This &#147;no-notice&#148; capability of the SST Service Agreement provides balancing and swing flexibility to Central
Penn&#146;s distribution operations.


<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the SST Service Agreement is filed as Exhibit&nbsp;10.6 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.


<P align="left" style="font-size: 10pt"><B>Columbia Gas Transmission &#150; SST Service Agreement No.&nbsp;80934</B>


<P align="left" style="font-size: 10pt">On October&nbsp;29, 2004, PPL Gas Utilities Corporation (now Central Penn) entered into a Service Agreement with Columbia
under Columbia&#146;s FERC Rate Schedule&nbsp;SST. The Service Agreement became effective on April&nbsp;1, 2005 and continues for a
primary term until March&nbsp;31, 2014. The SST Service Agreement is tied to Central Penn&#146;s FSS Service Agreement. Central
Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of
the current term. The FSS and SST Service Agreements must be extended or renewed for like time periods.


<P align="left" style="font-size: 10pt">The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn&#146;s FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 5,358 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 10,715 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central
Penn between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up
to 10,715 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia
in advance. This &#147;no-notice&#148; capability of the SST Service Agreement provides balancing and swing flexibility to
Central Penn&#146;s distribution operations.

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<P align="left" style="font-size: 10pt">Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia&#146;s FERC Gas Tariff.


<P align="left" style="font-size: 10pt">A copy of the SST Service Agreement is filed as Exhibit&nbsp;10.7 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.01 Completion of Acquisition or Disposition of Assets.</B>


<P align="left" style="font-size: 10pt">On October&nbsp;1, 2008, UGI Utilities completed the acquisition of all of the issued and outstanding stock of PPL Gas
Utilities Corporation, the natural gas utility of PPL Corporation and its wholly owned subsidiary, Penn Fuel Propane,
LLC (&#147;Penn Fuel Propane&#148;), for approximately $303&nbsp;million, including working capital of approximately $35.4&nbsp;million
(the &#147;Acquisition&#148;). The Acquisition was first announced by UGI on March&nbsp;6, 2008.


<P align="left" style="font-size: 10pt">The purchase price for the acquisition was funded by (i)&nbsp;a cash contribution from UGI in the amount of $120&nbsp;million,
(ii)&nbsp;approximately $75&nbsp;million in borrowings under the Company&#146;s revolving credit agreement, and (iii)&nbsp;proceeds from
the issuance of $108&nbsp;million principal amount of 6.375% Senior Notes due 2013 (&#147;2013 Notes&#148;). The 2013 Notes were
issued on October&nbsp;1, 2008 under an indenture dated as of August&nbsp;1, 1993 between the Company and U.S. Bank National
Association, successor trustee to Wachovia Bank, National Association, as trustee, and a supplemental indenture dated
as of October&nbsp;1, 2008, between the Company and U.S. Bank National Association, as trustee.


<P align="left" style="font-size: 10pt">Immediately following the closing of the Acquisition, Penn Fuel Propane sold its retail propane distribution assets to
an affiliate, AmeriGas Propane, L.P., the operating partnership of AmeriGas Partners, L.P., for approximately $33.6
million, including working capital of approximately $1.6&nbsp;million.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">(a)&nbsp;Financial Statements of Business Acquired.


<P align="left" style="font-size: 10pt">The Audited Consolidated Financial Statements of PPL Gas Utilities Corporation and Subsidiaries for the Fiscal Year
Ended December&nbsp;31, 2007 were previously filed as Exhibit&nbsp;99.1 to the Company&#146;s Current Report on Form 8-K dated
September&nbsp;22, 2008. The remaining financial statements required by this item are not included with this Current Report
on Form 8-K, but will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date
this Current
<BR>
Report on Form 8-K was required to be filed.


<P align="left" style="font-size: 10pt">(b)&nbsp;Pro Forma Financial Information.


<P align="left" style="font-size: 10pt">The pro forma financial information required by this item is not included with this initial report. The required pro forma financial information will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

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<P align="left" style="font-size: 10pt">(d)&nbsp;Exhibits.


<P align="left" style="font-size: 10pt">10.1 Transition Services Agreement, dated October&nbsp;1, 2008, by and between UGI Utilities, Inc. and PPL Corporation.


<P align="left" style="font-size: 10pt">10.2 FSS Service Agreement No.&nbsp;49789, dated November&nbsp;20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)


<P align="left" style="font-size: 10pt">10.3 FSS Service Agreement No.&nbsp;49791, dated November&nbsp;20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)


<P align="left" style="font-size: 10pt">10.4 FSS Service Agreement No.&nbsp;80935, dated October&nbsp;29, 2004, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).


<P align="left" style="font-size: 10pt">10.5 SST Service Agreement No.&nbsp;49788, dated November&nbsp;20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)


<P align="left" style="font-size: 10pt">10.6 SST Service Agreement No.&nbsp;49790, dated November&nbsp;20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)


<P align="left" style="font-size: 10pt">10.7 SST Service Agreement No.&nbsp;80934, dated October&nbsp;29, 2004, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).


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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">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.

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    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">UGI Utilities, Inc.</TD>
</TR>

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    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><I>October&nbsp;7, 2008</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>By:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Robert W. Krick</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>Name: Robert W. Krick</I></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>Title: Assistant Treasurer</I></TD>
</TR>
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<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


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    <TD nowrap align="left" style="border-bottom: 1px solid #000000">EXHIBIT NO.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">DESCRIPTION</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Transition Services Agreement, dated October&nbsp;1, 2008, by and
between UGI Utilities, Inc. and PPL Corporation.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">FSS Service Agreement No.&nbsp;49789, dated November&nbsp;20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">FSS Service Agreement No.&nbsp;49791, dated November&nbsp;20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">FSS Service Agreement No.&nbsp;80935, dated October&nbsp;29, 2004, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SST Service Agreement No.&nbsp;49788, dated November&nbsp;20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SST Service Agreement No.&nbsp;49790, dated November&nbsp;20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SST Service Agreement No.&nbsp;80934, dated October&nbsp;29, 2004, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">8




</DIV>
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</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c75808e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 31230}]
{"company-data": {"conformed-name": "UGI UTILITIES INC", "cik": "0000100548", "assigned-sic": "4932", "irs-number": "231174060", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-01398", "film-number": "081112887"}, "business-address": {"street1": "100 KACHEL BOULEVARD SUITE 400", "street2": "GREEN HILLS CORPORATE CENTER", "city": "VALLEY FORGE", "state": "PA", "zip": "19607", "phone": "6107963400"}, "mail-address": {"street1": "P O BOX 858", "city": "VALLEY FORGE", "state": "PA", "zip": "19482"}, "former-company": [{"former-conformed-name": "UGI CORP", "date-changed": "19920429"}, {"former-conformed-name": "UNITED GAS IMPROVEMENT CO", "date-changed": "19680911"}, {"former-conformed-name": "CONSUMERS GAS CO", "date-changed": "19660830"}]}
Filed by Bowne Pure Compliance
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
Date of Report (Date of earliest event reported): October 1, 2008
UGI Utilities, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
1-1398
23-1174060
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 Kachel Boulevard, Suite
400, Green Hills Corporate
Center, Reading,
Pennsylvania
19607
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
610 796-3400
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Transition Services Agreement.
On October 1, 2008, UGI Utilities, Inc. (the "Company"), a wholly owned subsidiary of UGI Corporation ("UGI"), entered
into a Transition Services Agreement (the "Transition Agreement") with PPL Corporation defining the terms under which
PPL Corporation will provide certain services to the Company or its designated affiliates over the course of a
transition period following the October 1, 2008 acquisition by the Company of all of the issued and outstanding stock
of PPL Gas Utilities Corporation (now UGI Central Penn Gas, Inc.
("Central Penn")) and its wholly owned subsidiary, Penn Fuel Propane, LLC.
A copy of the Transition Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The summary
of the terms of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 49789
On November 20, 1995, Penn Fuel Gas, Inc. ("Penn Fuel Gas"), predecessor in interest to Central Penn, entered into a
Service Agreement with Columbia Gas Transmission Corporation ("Columbia") under Columbia's FERC Rate Schedule FSS. The
Service Agreement became effective on April 1, 1997 and continues for a primary term until October 31, 2012, and from
year to year thereafter unless terminated by either party upon two years' prior written notice. Central Penn holds a
right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current
term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 235 Dth of natural gas per day, store up to a maximum quantity of
43,156 Dth of natural gas in Columbia storage facilities and withdraw up to 471 Dth per day of natural gas. The storage
service is used to meet the peak consumption needs of Central Penn's retail customers during the winter season.
Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia's FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 49791
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia's
FERC Rate Schedule FSS. The Service Agreement became effective on April 1, 1998 and continues for a primary term until
October 31, 2013, and from year to year thereafter unless terminated by either party upon two years' prior written
notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon
expiration of the current term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 59 Dth of natural gas per day, store up to a maximum quantity of
12,644 Dth of natural gas in Columbia storage facilities and withdraw up to 138 Dth per day of natural gas. The storage
service is used to meet the peak consumption needs of Central Penn's retail customers during the winter season.
Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia's FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.3 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 80935
On October 29, 2004, PPL Gas Utilities Corporation, predecessor in interest to Central Penn, entered into a Service
Agreement with Columbia under Columbia's FERC Rate Schedule FSS. The Service Agreement became effective on April 1,
2005 and continues for a primary term until March 31, 2014. Central Penn holds a right of first refusal under FERC
regulations for extension of the Service Agreement upon expiration of the current term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service
Agreement, Central Penn can inject into storage up to 5,358 Dth of natural gas per day, store up to a maximum quantity
of 706,443 Dth of natural gas in Columbia storage facilities and withdraw up to 10,715 Dth per day of natural gas. The
storage service is used to meet the peak consumption needs of Central Penn's retail customers during the winter season.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of
Columbia's FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.4 hereto and is incorporated herein by reference. The summary of
the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – SST Service Agreement No. 49788
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia's
FERC Rate Schedule SST. The Service Agreement is tied to Central Penn's FSS Service Agreement No. 49789. The Service
Agreement became effective on April 1, 1997 and continues for a primary term until October 31, 2012 and from year to
year thereafter unless terminated by either party upon two years' prior written notice. Central Penn holds a right of
first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term. The
FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn's FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 235 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 471 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn
between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to
471 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in
advance. This "no-notice" capability of the SST Service Agreement provides balancing and swing flexibility to Central
Penn's distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia's FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.5 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.
Columbia Gas Transmission – SST Service Agreement No. 49790
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia's
FERC Rate Schedule SST. The SST Service Agreement is tied to Central Penn's FSS Service Agreement No. 49791. The
Service Agreement became effective on April 1, 1998 and continues for a primary term until October 31, 2013 and from
year to year thereafter unless terminated by either party upon two year's prior written notice. Central Penn holds a
right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current
term. The FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn's FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 59 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 138 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn
between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to
138 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in
advance. This "no-notice" capability of the SST Service Agreement provides balancing and swing flexibility to Central
Penn's distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia's FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.6 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.
Columbia Gas Transmission – SST Service Agreement No. 80934
On October 29, 2004, PPL Gas Utilities Corporation (now Central Penn) entered into a Service Agreement with Columbia
under Columbia's FERC Rate Schedule SST. The Service Agreement became effective on April 1, 2005 and continues for a
primary term until March 31, 2014. The SST Service Agreement is tied to Central Penn's FSS Service Agreement. Central
Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of
the current term. The FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection
or withdrawal into storage under Central Penn's FSS Service Agreement. Under the SST Service Agreement, Central Penn
can ship up to 5,358 Dth per day of natural gas on Columbia for injection into storage between the months of April and
October, and can ship up to 10,715 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central
Penn between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up
to 10,715 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia
in advance. This "no-notice" capability of the SST Service Agreement provides balancing and swing flexibility to
Central Penn's distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges,
together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time
in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions
of Columbia's FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.7 hereto and is incorporated herein by reference. The
summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service
Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2008, UGI Utilities completed the acquisition of all of the issued and outstanding stock of PPL Gas
Utilities Corporation, the natural gas utility of PPL Corporation and its wholly owned subsidiary, Penn Fuel Propane,
LLC ("Penn Fuel Propane"), for approximately $303 million, including working capital of approximately $35.4 million
(the "Acquisition"). The Acquisition was first announced by UGI on March 6, 2008.
The purchase price for the acquisition was funded by (i) a cash contribution from UGI in the amount of $120 million,
(ii) approximately $75 million in borrowings under the Company's revolving credit agreement, and (iii) proceeds from
the issuance of $108 million principal amount of 6.375% Senior Notes due 2013 ("2013 Notes"). The 2013 Notes were
issued on October 1, 2008 under an indenture dated as of August 1, 1993 between the Company and U.S. Bank National
Association, successor trustee to Wachovia Bank, National Association, as trustee, and a supplemental indenture dated
as of October 1, 2008, between the Company and U.S. Bank National Association, as trustee.
Immediately following the closing of the Acquisition, Penn Fuel Propane sold its retail propane distribution assets to
an affiliate, AmeriGas Propane, L.P., the operating partnership of AmeriGas Partners, L.P., for approximately $33.6
million, including working capital of approximately $1.6 million.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Audited Consolidated Financial Statements of PPL Gas Utilities Corporation and Subsidiaries for the Fiscal Year
Ended December 31, 2007 were previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K dated
September 22, 2008. The remaining financial statements required by this item are not included with this Current Report
on Form 8-K, but will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date
this Current
Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not included with this initial report. The required pro forma financial information will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
10.1 Transition Services Agreement, dated October 1, 2008, by and between UGI Utilities, Inc. and PPL Corporation.
10.2 FSS Service Agreement No. 49789, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.3 FSS Service Agreement No. 49791, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.4 FSS Service Agreement No. 80935, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).
10.5 SST Service Agreement No. 49788, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.6 SST Service Agreement No. 49790, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.7 SST Service Agreement No. 80934, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and
UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).
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.
October 7, 2008
By:
/s/ Robert W. Krick
Name: Robert W. Krick
Title: Assistant Treasurer
EXHIBIT INDEX
EXHIBIT NO.
DESCRIPTION
10.1
Transition Services Agreement, dated October 1, 2008, by and
between UGI Utilities, Inc. and PPL Corporation.
10.2
FSS Service Agreement No. 49789, dated November 20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.3
FSS Service Agreement No. 49791, dated November 20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.4
FSS Service Agreement No. 80935, dated October 29, 2004, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).
10.5
SST Service Agreement No. 49788, dated November 20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.6
SST Service Agreement No. 49790, dated November 20, 1995, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.7
SST Service Agreement No. 80934, dated October 29, 2004, by and
between Columbia Gas Transmission Corporation and UGI Central
Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).