SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 16, 1997
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Pennsylvania Enterprises, Inc. Employees' Savings Plan
(Exact name of registrant as specified in its charter
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Pennsylvania 0-7812 23-1920170
(State or other jurisdiction) (Commission File Number) (IRS Employer Identification No.)
One PEI Center, Wilkes-Barre, Pennsylvania 18711-0601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717)829-8843
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 6 Pages
The Index to Exhibits is on Page 5
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On July 16, 1997, the Pennsylvania Enterprises, Inc. Employees'
Savings Plan dismissed Parente, Randolph, Orlando, Carey &
Associates as its independent accountants.
(ii) The reports of Parente, Randolph, Orlando, Carey & Associates on
the Registrant's financial statements for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principle.
(iii) The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through August 1, 1997, there have been no disagreements with
Parente, Randolph, Orlando, Carey & Associates on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Parente, Randolph, Orlando, Carey &
Associates would have caused them to make reference thereto in
their report on the financial statements for such years.
(v) During the two most recent fiscal years and through August 1, 1997,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(vi) The Registrant has requested that Parente, Randolph, Orlando, Carey
& Associates furnish it with a letter stating whether or not it
agrees with the above statements. A copy of such letter, dated
August 1, 1997, is filed as Exhibit 16-1 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Kronick Kalada Berdy & Co. as its new
independent accountants as of July 16, 1997. During the two most
recent fiscal years and through July 16, 1997, the Registrant has
not consulted with Kronick Kalada Berdy & Co. regarding (i) either
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 Registrant's financial
statements, and either a written report was provided to the
Registrant or oral advice was provided that Kronick Kalada Berdy &
Co. concluded was an important factor considered by the Registrant
in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of
a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
Page 2 of 6 Pages
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 16-1 - Letter from Parente, Randolph, Orlando, Carey &
Associates dated August 1, 1997, regarding the change in independent
accountants.
Page 3 of 6 Pages
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SIGNATURE
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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,
thereunto duly authorized.
Dated: August 1, 1997 PENNSYLVANIA ENTERPRISES, INC.
EMPLOYEES' SAVINGS PLAN
By: /s/ Thomas J. Ward
Name: Thomas J. Ward
Title: Vice President,
Administrative Services
and Secretary
Page 4 of 6 Pages
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Index to Exhibits
Exhibit
Number Description
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(16) Letter Re Change In Certifying Accountant
16-1 Letter dated as of August 1, 1997, from Parente, Randolph, Orlando, Carey &
Associates regarding the change in independent accountants -- filed herewith.
Page 5 of 6 Pages
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Exhibit 16-1
PARENTE, RANDOLPH, ORLANDO,
CAREY & ASSOCIATES
CONSULTANTS & ACCOUNTANTS
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of
Pennsylvania Enterprises, Inc. Employees' Savings Plan dated August 1, 1997.
/s/ Parente, Randolph, Orlando,
Carey & Associates
Parente, Randolph, Orlando,
Carey & Associates
Wilkes-Barre, Pennsylvania
August 1, 1997
Page 6 of 6 Pages
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