-----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, Mw+80kJPEsCyMd4CfU6QD+M7g9BFSGfz80D1e3cTG1JyBnA8kW5GL83qT7L4VA6E tbWVBfed8OKJbhqgPIcIQA== 0000893220-02-000722.txt : 20020528 0000893220-02-000722.hdr.sgml : 20020527 20020528141519 ACCESSION NUMBER: 0000893220-02-000722 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: AMERIGAS PARTNERS LP CENTRAL INDEX KEY: 0000932628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 232787918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13692 FILM NUMBER: 02663368 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19406 BUSINESS PHONE: 6103377000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AP EAGLE FINANCE CORP CENTRAL INDEX KEY: 0001161868 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72986-01 FILM NUMBER: 02663369 BUSINESS ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS EAGLE FINANCE CORP CENTRAL INDEX KEY: 0001161869 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72986-02 FILM NUMBER: 02663370 BUSINESS ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS FINANCE CORP CENTRAL INDEX KEY: 0000945792 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 232800532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-92734-01 FILM NUMBER: 02663371 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD 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 8-K 1 w57828e8vk.txt FORM 8-K AMERIGAS PARTNERS, L.P. 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 MAY 21, 2002 (DATE OF REPORT) AMERIGAS PARTNERS, L.P. AMERIGAS FINANCE CORP. AMERIGAS EAGLE FINANCE CORP. AP EAGLE FINANCE CORP. (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS) DELAWARE 1-13692 23-2787918 DELAWARE 33-92734-01 23-2800532 DELAWARE 333-72986-02 23-3074434 DELAWARE 333-72986-01 23-3077318 (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) 337-7000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) AmeriGas Partners, L.P. Form 8-K Page 2 May 21, 2002 ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT. On May 21, 2002, AmeriGas Propane, Inc. ("AmeriGas"), the general partner of AmeriGas Partners, L.P. (the "Partnership"), determined to dismiss the Partnership's independent auditors, Arthur Andersen LLP ("Andersen"), and to appoint PricewaterhouseCoopers LLP ("PWC") as the Partnership's new independent auditors. This determination followed AmeriGas' decision to seek proposals from independent accountants to audit the consolidated financial statements of the Partnership and was approved by AmeriGas' Board of Directors upon the recommendation of its Audit Committee. PWC will audit the consolidated financial statements of the Partnership for the fiscal year ending September 30, 2002. During the two most recent fiscal years of the Partnership ended September 30, 2001, and the subsequent interim period through May 21, 2002, there were no disagreements between the Partnership 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 the Partnership 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 the Partnership 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 the Partnership changed its methods of accounting for tank installation costs and nonrefundable tank fees and adopted the provisions of SFAS No. 133. AmeriGas 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 the Partnership ended September 30, 2001, and the subsequent interim period through May 21, 2002, the Partnership 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 the Partnership'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 AmeriGas Partners, L.P. Form 8-K Page 3 May 21, 2002 99. News release dated May 22, 2002 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. AMERIGAS PARTNERS, L.P. By: AmeriGas Propane, Inc., its General Partner By: /s/ Martha B. Lindsay ------------------------------------------- Martha B. Lindsay Vice President-Finance and Chief Financial Officer AMERIGAS FINANCE CORP. By: /s/ Martha B. Lindsay ------------------------------------------- Martha B. Lindsay Vice President-Finance and Chief Financial Officer AMERIGAS EAGLE FINANCE CORP. By: /s/ Martha B. Lindsay ------------------------------------------- Martha B. Lindsay Vice President-Finance and Chief Financial Officer AP EAGLE FINANCE CORP. By: /s/ Martha B. Lindsay ------------------------------------------- Martha B. Lindsay Vice President-Finance and Chief Financial Officer Date: May 21, 2002 AmeriGas Partners, L.P. 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 w57828exv16.txt LETTER OF ARTHUR ANDERSEN LLP 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 AmeriGas Partners, L.P., AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp. 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: Martha B. Lindsay, Vice President - Finance and Chief Financial Officer AmeriGas Propane, Inc. EX-99 4 w57828exv99.txt NEWS RELEASE DATED MAY 22, 2002 Contact: Robert W. Krick For Immediate Release: May 22, 2002 610-337-1000, ext. 3141 AMERIGAS PARTNERS APPOINTS PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR VALLEY FORGE, Pa., May 22 -- AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), announced that its Board of Directors has appointed PricewaterhouseCoopers (PwC) as the partnership'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 industry and the quality of the professionals assigned to AmeriGas' account. PwC replaces Arthur Andersen LLP as AmeriGas' independent auditor. The decision to change auditors was not the result of any disagreement between the partnership and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. AmeriGas' chairman 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." AmeriGas Partners is the nation's largest retail propane marketer. UGI Corp. (NYSE: UGI) through subsidiaries owns 51% of the partnership and individual unitholders own the remaining 49%. Comprehensive information about AmeriGas is available on the Internet at HTTP://WWW.AMERIGAS.COM. C-5 ### 05/22/02 -----END PRIVACY-ENHANCED MESSAGE-----