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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): SEPTEMBER 6, 2001
T. ROWE PRICE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
MARYLAND 000-32191 52-2264646
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
100 EAST PRATT STREET, BALTIMORE, MARYLAND 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (410) 345-2000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 6, 2001, we elected to change our independent accountant because of
a preference of the independent directors of T. Rowe Price Group and of the T.
Rowe Price Mutual Funds to have the audits of our financial statements and those
of the Price Funds performed by different firms. PricewaterhouseCoopers LLP
served as the independent accountant for T. Rowe Price Group and each of the
Price funds since the time of the merger that created PricewaterhouseCoopers on
July 1, 1998. Our Board of Directors elected to facilitate the desired result by
selecting KPMG LLP as T. Rowe Price Group's independent accountant.
PricewaterhouseCoopers remains the independent accountant for each of the Price
Funds.
Previous independent accountant.
(i) On September 6, 2001, we dismissed PricewaterhouseCoopers as our
independent accountant.
(ii) The reports of PricewaterhouseCoopers on our consolidated
financial statements as of and for the years ended December 31, 2000 and 1999
did not contain any adverse opinion or disclaimer of opinion, and neither report
was qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) The decision to change independent accountant was recommended by
our Audit Committee, and approved by our Board of Directors.
(iv) During 1999 and 2000 and through September 6, 2001, we have not
had any disagreements with PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused PricewaterhouseCoopers to make
reference thereto in connection with their reports on our financial statements.
(v) During 1999 and 2000 and through September 6, 2001, we have not had
any reportable events listed in paragraphs (A) through (D) of Item 304(a)(l)(v)
of Regulation S-K.
(vi) We requested that PricewaterhouseCoopers furnish us with a letter
addressed to the Securities and Exchange Commission stating whether they agree
with the statements that we have made in this Item 4. A copy of that letter
dated September 6, 2001 is filed as exhibit 16 to this Form 8-K.
New independent accountant.
(i) On September 6, 2001, upon the recommendation of its Audit
Committee, our Board of Directors approved the appointment of KPMG as our
independent accountant to audit our financial statements for the year ended
December 31, 2001.
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(ii) During 1999 and 2000 and through September 6, 2001, we have not
consulted with KPMG regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements; or (ii) any
matter that was either the subject of a disagreement or a reportable event.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Not applicable.
(c) Exhibits. The following exhibit is filed with this report:
16 Letter of PricewaterhouseCoopers LLP re Change in
Certifying Accountant.
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, hereunto duly authorized, on September 7, 2001.
T. Rowe Price Group, Inc.
By: /s/ Cristina Wasiak
Managing Director & Chief Financial Officer
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