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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
Date of Report (Date of earliest event reported): October 3, 2000
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Philadelphia Suburban Corporation
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(Exact name of registrant specified in Charter)
Pennsylvania 001-06659 23-1702594
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 19010
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (610) 527-8000
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Not Applicable
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(Former name and former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On October 3, 2000, Philadelphia Suburban Corporation dismissed
KPMG LLP as its independent accountant.
(ii) The audit reports of KPMG LLP on the consolidated balance sheets
and statements of capitalization of Philadelphia Suburban Corporation
and subsidiaries as of December 1999 and 1998, and the related
consolidated statements of income and comprehensive income, and cash
flow for each of the years in the three-year period ended December 31,
1999, the most recent fiscal years, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. A letter from KPMG
LLP is attached as Exhibit 16.
(iii) The Registrant's Board of Directors approved the recommendation
of its Audit Committee to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through October 3, 2000, there have been no disagreements with KPMG
LLP on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG LLP would
have caused them to make reference to them in their report on the
financial statements for those years.
(v) During the two most recent fiscal years and through October 3,
2000, there have been no reportable events as defined in Regulation S-K
Item 304 (a)(1)(v)).
(vi) The registrant has requested that KPMG LLP furnish a letter
stating whether or not it agrees with the above statements. A copy of
this letter dated October 10, 2000 is filed as Exhibit 16 to this Form
8-K.
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(b) New independent accountants.
The Registrant engaged PricewaterhouseCoopers LLP as its new independent
accountants as of October 3, 2000. During the two most recent fiscal years and
through October 3, 2000, the Registrant has not consulted with
PricewaterhouseCoopers LLP regarding
(i) the application of accounting principles to a specified
transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the
Registrant's financial statements, and in no case was a written report
provided to the Registrant nor was oral advice provided that
Philadelphia Suburban Corporation concluded was an important factor in
reaching a decision as to an accounting, auditing or financial
reporting issue; or
(iii) 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(a)(1)(iv) of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
16 Letter from KPMG LLP dated October 10, 2000 regarding change in
independent accountants
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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.
PHILADELPHIA SUBURBAN CORPORATION
Dated: October 10, 2000 By: /s/ Roy H. Stahl
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Name: Roy H. Stahl
Title: Executive Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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16 Letter from KPMG LLP dated October 10, 2000 6
Regarding change in independent accountants
