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): May 22, 1997
Pennsylvania Enterprises, Inc.
(Exact name of registrant as specified in its charter
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
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On May 22, 1997, Pennsylvania Enterprises, Inc. dismissed Arthur
Andersen LLP as its independent accountants.
(ii) The reports of Arthur Andersen LLP 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 May 22, 1997, there have been no disagreements with
Arthur Andersen LLP 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 Arthur Andersen LLP 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 May 22, 1997,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(vi) The Registrant has requested that Arthur Andersen LLP furnish it
with a letter stating whether or not it agrees with the above
statements. A copy of such letter, dated May 28, 1997, is filed as
Exhibit 16-1 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Price Waterhouse LLP as its new independent
accountants as of May 22, 1997. During the two most recent fiscal
years and through May 22, 1997, the Registrant has not consulted
with Price Waterhouse LLP 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
Price Waterhouse LLP 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
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 16-1 - Letter from Arthur Andersen LLP dated May 28, 1997,
regarding the change in independent accountants.
Page 3 of 6 Pages
SIGNATURE
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: May 28, 1997 PENNSYLVANIA ENTERPRISES, INC.
By: /s/ John F. Kell, Jr.
Name: John F. Kell, Jr.
Title: Vice President,
Financial Services
Page 4 of 6 Pages
Index to Exhibits
Exhibit
Number Description
(16) Letter Re Change in Certifying Accountant
16-1 Letter dated as of May 28, 1997, from Arthur Andersen LLP regarding the
change in independent accountants -- filed herewith.
Page 5 of 6 Pages