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
Date of Report (Date of earliest reported) JULY 10, 2002
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11727 73-1493906
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
8801 SOUTH YALE AVENUE, SUITE 310, TULSA, OKLAHOMA 74137
(Address of principal executive offices and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
ITEM 4. Changes in Registrant's Certifying Accountant:
Based on the recommendation of the Audit Committee, on July 8, 2002, the Board
of Directors of U.S. Propane, L.L.C., the general partner of U.S. Propane, L.P.,
the general partner of Heritage Propane Partners, L.P. ("Heritage"), approved
the dismissal of its independent auditors Arthur Andersen LLP ("Andersen") and
engaged Grant Thornton LLP to serve as Heritage's independent auditors for the
fiscal year ending August 31, 2002.
Andersen's reports on the consolidated financial statements of Heritage for the
two most recent fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years and the
subsequent interim period through July 10, 2002, there were no disagreements
between Heritage and Andersen on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report on Heritage's financial statements for such periods; and there were no
reportable events as listed in Item 304(a)(1)(v) of Regulation S-K.
Heritage has not, during the Company's two most recent fiscal years or the
subsequent interim period through July 10, 2002, consulted with Grant Thornton
LLP 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 Heritage's financial statements, or (ii) any other matters
or reportable events as listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Heritage has provided Andersen with a copy of the foregoing disclosures and has
received notice that Andersen no longer provides the letter required by Item
304(a)(3) confirming whether it agrees or disagrees with such disclosures,
except in certain limited instances when a partner remaining with Andersen has
knowledge of information that would suggest the disclosures are incomplete or
misleading. Heritage has been advised that Andersen will not provide such a
letter, and therefore relies on the provisions of Item 304T(b)(2) to excuse its
inability to comply with the requirements of Item 304(a)(3).
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, thereunto duly authorized.
DATED: July 10, 2002.
HERITAGE PROPANE PARTNERS, L.P.
By U.S. Propane, L.P., General Partner
By: /s/ H. Michael Krimbill
--------------------------------
H. Michael Krimbill
(President and Chief Executive Officer
and officer duly authorized to sign on
behalf of the registrant)