-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vwb3GjczsTMqDZJnVUlWcvNOkoW1DqYxdgnXVo6HcX3A0HfH3gOTYH1+aXqkH2kQ jO7rB6ytHXE2IyG5AtfREg== 0000893220-02-000724.txt : 20020528 0000893220-02-000724.hdr.sgml : 20020527 20020528141635 ACCESSION NUMBER: 0000893220-02-000724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020521 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11071 FILM NUMBER: 02663376 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 8-K 1 w61027e8vk.txt FORM 8-K UGI CORPORATION 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 MAY 21, 2002 (DATE OF REPORT) UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 1-11071 23-2668356 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) 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 May 21, 2002 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On May 21, 2002, UGI Corporation ("UGI") determined to dismiss its independent auditors, Arthur Andersen LLP ("Andersen"), and to appoint PricewaterhouseCoopers LLP ("PWC") as its new independent auditors. This determination followed UGI's decision to seek proposals from independent accountants to audit the consolidated financial statements of UGI and was approved by UGI's Board of Directors upon the recommendation of its Audit Committee. PWC will audit the consolidated financial statements of UGI for the fiscal year ending September 30, 2002. During the two most recent fiscal years of UGI ended September 30, 2001, and the subsequent interim period through May 21, 2002, there were no disagreements between UGI and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its reports. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of UGI ended September 30, 2001 or within the subsequent interim period through May 21, 2002. The audit reports of Andersen on the consolidated financial statements of UGI as of and for the fiscal years ended September 30, 2000 and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except that the fiscal year 2001 report contained an explanatory paragraph indicating that AmeriGas Partners, L.P. changed its methods of accounting for tank installation costs and nonrefundable tank fees and UGI adopted the provisions of SFAS No. 133. UGI provided Andersen with a copy of the foregoing disclosures. A letter from Andersen, dated May 22, 2002, stating its agreement with such statements is attached hereto as Exhibit 16. During the two most recent fiscal years of UGI ended September 30, 2001, and the subsequent interim period through May 21, 2002, UGI did not consult PWC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on UGI's consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and 304 (a)(2)(ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS c) Exhibits.
Exhibit No. 16. Letter of Arthur Andersen LLP regarding change in certifying accountant 99. News release dated May 22, 2002
UGI Corporation Form 8-K Page 3 May 21, 2002 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/ Anthony J. Mendicino ------------------------------------- Anthony J. Mendicino Vice President-Finance and Chief Financial Officer Date: May 21, 2002 UGI Corporation Form 8-K Page 4 May 21, 2002 EXHIBIT INDEX 16. Letter of Arthur Andersen LLP regarding change in certifying accountant 99. News release dated May 22, 2002
EX-16 3 w61027exv16.txt LETTER OF ARTHUR ANDERSEN LLP Exhibit 16 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Avenue, N.W. Washington, DC 20549 May 22, 2002 Ladies and Gentlemen: We have read the second, third and fourth paragraphs of Item 4 included in the Form 8-K dated May 21, 2002 of UGI Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, Arthur Andersen LLP Copy to: Mr. Anthony J. Mendicino, Vice President - Finance and Chief Financial Officer UGI Corporation EX-99 4 w61027exv99.txt NEWS RELEASE DATED MAY 22, 2002 Exhibit 99 Contact: Robert W. Krick For Immediate Release: May 22, 2002 610-337-1000, ext. 3141 UGI APPOINTS PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR VALLEY FORGE, Pa., May 22 -- UGI Corp. (NYSE: UGI), a holding company with utility, propane marketing and energy services subsidiaries, announced that its Board of Directors has appointed PricewaterhouseCoopers (PwC) as the company's independent auditor for the fiscal year ending September 30, 2002. After extensive evaluation, the Board selected PwC based on its experience in the energy and utility industries, its global capabilities, and the quality of the professionals assigned to UGI's account. PwC replaces Arthur Andersen LLP as UGI's independent auditor. The decision to change auditors was not the result of any disagreement between the company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. UGI's chairman and chief executive officer Lon R. Greenberg said, "We look forward to working with PwC as our independent auditor. Although Andersen has served us very well, always thorough, responsive, independent and professional, we believe the changes occurring within Andersen will prevent the firm from continuing to serve our needs on a global basis." UGI is a holding company with propane marketing, utility and energy services subsidiaries. Through subsidiaries, UGI owns 51% of AmeriGas Partners, L.P. (NYSE: APU), the nation's largest retail propane marketer. Comprehensive information about UGI Corporation is available on the Internet at http://www.ugicorp.com. C-5 ### 05/22/02 -----END PRIVACY-ENHANCED MESSAGE-----