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