<PAGE> 1
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
JULY 11, 1997
(DATE OF REPORT)
UGI UTILITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 1-1398 23-1174060
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
100 KACHEL BOULEVARD
GREEN HILLS CORPORATE CENTER, SUITE 400
READING, PENNSYLVANIA 19607
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 796-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 2
UGI Utilities, Inc. Form 8-K
Page 2 July 11, 1997
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In May 1996, Coopers & Lybrand L.L.P. ("C&L") was appointed by
the Audit Committee of the Board of Directors as the Company's independent
public accountants for the year ending September 30, 1997. That appointment was
approved by the Board of Directors.
In May 1997, the staff of the Securities and Exchange Commission
(the "Commission"), notified UGI Corporation ("UGI"), the parent of the Company,
that for the year ending September 30, 1997, UGI's principal auditor must audit
and assume the responsibility for reporting on at least 50% of the assets and
revenues of UGI on a consolidated basis. As stated in their reports on the
consolidated financial statements of UGI Corporation and subsidiaries for each
of the two most recent fiscal years, C&L did not audit the consolidated
financial statements of AmeriGas Propane, Inc. and subsidiaries ("AmeriGas
Propane") as of September 30, 1996 and 1995 and for the year ended September 30,
1996 and the period from April 19, 1995 to September 30, 1995, which statements
reflected total assets and revenues constituting 65 and 68 percent, and 65 and
31 percent, respectively, of the related consolidated totals of UGI. Those
AmeriGas Propane financial statements were audited by Arthur Andersen LLP
("AA"). AA furnished its reports on those financial statements to C&L. C&L's
reports on UGI's consolidated financial statements for the two most recent
fiscal years, in so far as they relate to amounts included for AmeriGas Propane,
are based solely on the reports of AA. The reports contained no adverse opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles. Relying on the reports of AA, C&L was satisfied that it was
qualified to act as UGI's principal auditor.
On July 11, 1997, UGI changed its certifying accountant from
C&L to AA. In conjunction with UGI's decision, on July 11, 1997 management (i)
engaged AA as the Company's independent public accountant (principal auditor),
effective August 15, 1997, to examine and report on the consolidated financial
statements of the Company for fiscal year 1997, and (ii) notified C&L that the
prior engagement of C&L as the Company's independent auditor would terminate on
August 15, 1997, following a review of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997. The decision to change accountants
was not recommended or approved by the Audit Committee of the Board of
Directors, however, management expects the full Board of Directors to ratify
its actions at the July 29, 1997 Board meeting.
The reports of C&L on the Company's consolidated financial
statements for each of the two fiscal years ended September 30, 1996 and 1995,
contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
The Company is not aware of any disagreements with C&L in
connection with the audits of the Company for the two most recent fiscal years
on any matters of accounting principles or practices, financial statement
disclosures, or auditing scope and procedures which, if not resolved to the
satisfaction of C&L, would have caused C&L to make reference to the matters in
their reports.
During the Company's two most recent fiscal years and through the
date of this report, the Company has had no reportable events as defined in Item
304 (a) (1)(v) of Regulation S-K.
<PAGE> 3
UGI Utilities, Inc. Form 8-K
Page 3 July 11, 1997
The Company has requested that C&L furnish it with a letter
addressed to the Securities and Exchange Commission stating whether C&L agrees
with the above statements. A copy of that letter dated July 17, 1997 is filed as
Exhibit 16 to this Form 8-K.
During the Company's two most recent fiscal years ended September
30, 1996 and September 30, 1995 and through the date of engagement of AA, the
Company has not consulted with AA regarding any of the matters specified in Item
304 (a) (2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(16) Letter to the Securities and Exchange Commission from
Coopers & Lybrand, dated July 17, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UGI UTILITIES, INC.
(REGISTRANT)
By: /s/ John C. Barney
-------------------------------------
John C. Barney
Vice President-Finance and Accounting
Date: July 17, 1997
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(16) Letter to the Securities and
Exchange Commission from
Coopers & Lybrand dated
July 17, 1997
A-1
<PAGE> 1
EXHIBIT 16
Coopers & Lybrand L.L.P. 101 East Kennedy Boulevard telephone (813)229-0221
Suite 1500
Tampa, Florida 33602-5194 facsimile (813)229-3646
a professional services firm
July 17, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by UGI Utilities, Inc. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K report for the month of July 1997. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
<PAGE> 2
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
JULY 11, 1997
(DATE OF REPORT)
UGI UTILITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 1-1398 23-1174060
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
100 KACHEL BOULEVARD
GREEN HILLS CORPORATE CENTER, SUITE 400
READING, PENNSYLVANIA 19607
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 796-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 3
UGI Utilities, Inc. Form 8-K
Page 2 July 11, 1997
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In May 1996, Coopers & Lybrand L.L.P. ("C&L") was appointed by
the Audit Committee of the Board of Directors as the Company's independent
public accountants for the year ending September 30, 1997. That appointment was
approved by the Board of Directors.
In May 1997, the staff of the Securities and Exchange Commission
(the "Commission"), notified UGI Corporation ("UGI"), the parent of the Company,
that for the year ending September 30, 1997, UGI's principal auditor must audit
and assume the responsibility for reporting on at least 50% of the assets and
revenues of UGI on a consolidated basis. As stated in their reports on the
consolidated financial statements of UGI Corporation and subsidiaries for each
of the two most recent fiscal years, C&L did not audit the consolidated
financial statements of AmeriGas Propane, Inc. and subsidiaries ("AmeriGas
Propane") as of September 30, 1996 and 1995 and for the year ended September 30,
1996 and the period from April 19, 1995 to September 30, 1995, which statements
reflected total assets and revenues constituting 65 and 68 percent, and 65 and
31 percent, respectively, of the related consolidated totals of UGI. Those
AmeriGas Propane financial statements were audited by Arthur Andersen LLP
("AA"). AA furnished its reports on those financial statements to C&L. C&L's
reports on UGI's consolidated financial statements for the two most recent
fiscal years, in so far as they relate to amounts included for AmeriGas Propane,
are based solely on the reports of AA. The reports contained no adverse opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles. Relying on the reports of AA, C&L was satisfied that it was
qualified to act as UGI's principal auditor.
On July 11, 1997, UGI changed its certifying accountant from
C&L to AA. In conjunction with UGI's decision, on July 11, 1997 management (i)
engaged AA as the Company's independent public accountant (principal auditor),
effective August 15, 1997, to examine and report on the consolidated financial
statements of the Company for fiscal year 1997, and (ii) notified C&L that the
prior engagement of C&L as the Company's independent auditor would terminate on
August 15, 1997, following a review of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997. The decision to change accountants
was not recommended or approved by the Audit Committee of the Board of
Directors, however, management expects the full Board of Directors to ratify
its actions at the July 29, 1997 Board meeting.
The reports of C&L on the Company's consolidated financial
statements for each of the two fiscal years ended September 30, 1996 and 1995,
contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
The Company is not aware of any disagreements with C&L in
connection with the audits of the Company for the two most recent fiscal years
on any matters of accounting principles or practices, financial statement
disclosures, or auditing scope and procedures which, if not resolved to the
satisfaction of C&L, would have caused C&L to make reference to the matters in
their reports.
During the Company's two most recent fiscal years and through the
date of this report, the Company has had no reportable events as defined in Item
304 (a) (1)(v) of Regulation S-K.
<PAGE> 4
UGI Utilities, Inc. Form 8-K
Page 3 July 11, 1997
The Company has requested that C&L furnish it with a letter
addressed to the Securities and Exchange Commission stating whether C&L agrees
with the above statements. A copy of that letter dated July 17, 1997 is filed as
Exhibit 16 to this Form 8-K.
During the Company's two most recent fiscal years ended September
30, 1996 and September 30, 1995 and through the date of engagement of AA, the
Company has not consulted with AA regarding any of the matters specified in Item
304 (a) (2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(16) Letter to the Securities and Exchange Commission from
Coopers & Lybrand, dated July 17, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UGI UTILITIES, INC.
(REGISTRANT)
By: /s/ John C. Barney
-------------------------------------
John C. Barney
Vice President-Finance and Accounting
Date: July 17, 1997
