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