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