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):   July 29, 2014

UGI Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Pennsylvania 1-11071 23-2668356
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
460 No.Gulph Road, King of Prussia, Pennsylvania   19406
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   610 337-1000

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 29, 2014, the Board of Directors of UGI Corporation (the "Company") approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 300,000,000 shares to 450,000,000 shares. This increase in authorized shares is in connection with a three-for-two stock split of the Company's common stock (see Item 8.01 below). The amendment does not require shareholder approval and is effective August 4, 2014 upon the filing of the Articles of Amendment with the Pennsylvania Department of State. A copy of the Amendment to the Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.





Item 8.01 Other Events.

On July 29, 2014, the Company announced that its Board of Directors had approved a three-for-two stock split of the Company's common stock. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of UGI Corporation.

99.1 Press Release issued by UGI Corporation dated July 29, 2014.





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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 Corporation
          
August 4, 2014   By:   /s/ Monica M. Gaudiosi
       
        Name: Monica M. Gaudiosi
        Title: Vice President, General Counsel and Secretary

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  Articles of Amendment to the Amended and Restated Articles of Incorporation of UGI Corporation
99.1
  Press Release issued by UGI Corporation dated July 29, 2014.

Exhibit A

ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
UGI CORPORATION

____________________________________________

UGI Corporation (the “Corporation”), a corporation organized and subsisting under and by virtue of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”), in compliance with Section 1915 of the BCL, does hereby certify:

1. The name of the Corporation is UGI Corporation.

2. The address of the registered office of the Corporation in the Commonwealth of Pennsylvania is 460 North Gulph Road, King of Prussia, Montgomery County, Pennsylvania 19406.

3. The Corporation was incorporated pursuant to the BCL.

4. The Corporation was incorporated on December 20, 1991.

5. This Amendment to the Amended and Restated Articles of Incorporation shall be effective upon their filing with the Department of State of the Commonwealth of Pennsylvania.

6. At a meeting of the Board of Directors of the Corporation (the “Board”) on July 29, 2014, in accordance with the authority contained in Section 1914(c) of the BCL, the Board duly adopted a resolution proposing and declaring advisable the following amendment to the Corporation’s Amended and Restated Articles of Incorporation:

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, in accordance with the authority contained in Section 1914(c)(3) of the BCL, the first sentence of Article IV of the Articles be amended to read in its entirety as follows:

“The aggregate number of shares which the Corporation shall have the authority to issue is 460,001,000 shares, divided into 450,000,000 shares of Common Stock, without par value (hereinafter called the “Common Stock”), 1,000 shares of Restructuring Stock, without par value (hereinafter called the “Restructuring Stock”), 5,000,000 shares of Series Preference Stock, without par value (hereinafter called the “Preference Stock”), and 5,000,000 shares of Series Preferred Stock, without par value (hereinafter called the “Preferred Stock”) (the Restructuring Stock, the Preference Stock and the Preferred Stock are hereinafter collectively called the “Senior Stock”).”

IN WITNESS WHEREOF, these Articles of Amendment to the Amended and Restated Articles of Incorporation have been duly executed by the undersigned this 4 th day of August, 2014.

UGI CORPORATION

     
By:/s/ Monica M. Gaudiosi
 
Name:
Title:
  Monica M. Gaudiosi
Secretary

         
Contact:  
610-337-1000
Daniel Platt, ext. 1029
Shelly Oates, ext. 3202
  For Immediate Release
July 29, 2014

UGI Announces Three-for-Two Stock Split and Increases Annual Dividend Over 10%

VALLEY FORGE, Pa., July 29–UGI Corporation’s (NYSE: UGI) board of directors has approved a plan to issue three common shares for every two common shares outstanding. The new shares are distributable September 5, 2014 to shareholders of record as of August 22, 2014.

In addition, UGI’s board of directors has approved an increase of over 10% in the annual dividend rate on its common stock from $1.18 to approximately $1.30 on a pre-split basis, or from approximately $0.79 to $0.87 per share, respectively, after the split. The new quarterly dividend of approximately $0.3263 per share on a pre-split basis, or $0.2175 per share after the split, is payable October 1, 2014 to shareholders of record on September 15, 2014.

John L. Walsh, president and chief executive officer of UGI, said, “This significant dividend increase in combination with the stock split reflects our board’s confidence in the company’s future prospects. We believe the dividend increase strikes a balance between income and growth, and we remain confident that we will achieve our stated objectives of growing earnings per share at a long-term average of 6% to 10% per year and growing our dividend at a rate of 4% per year.”

About UGI
UGI is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes propane both domestically and internationally, manages midstream energy and electric generation assets in Pennsylvania, and engages in energy marketing in the Mid-Atlantic region. UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. (NYSE:APU), the nation’s largest retail propane distributor.

Comprehensive information about UGI Corporation is available on the Internet at http://www.ugicorp.com.

C-08 ### 7/29/14