UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2003
ERIE INDEMNITY COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-24000 25-0466020
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
100 Erie Insurance Place, Erie, Pennsylvania 16530
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 870-2000
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 10, 2002, the Audit Committee of Erie Indemnity Company (Company)
appointed Ernst & Young LLP as the Company's independent auditors for 2003.
Malin, Bergquist & Company, LLP (M, B&C) were the Company's independent auditors
for 2002. On March 28, 2003 Ernst & Young, LLP will be engaged as the Company's
independent auditors. On March 27, 2003 M, B&C was dismissed as the Company's
independent auditors.
The Audit Committee of the Company annually considers the selection of the
Company's independent auditors. In previous years, the Audit Committee would
recommend the appointment of the independent auditors to the Company's Board of
Directors for shareholder ratification. At its meeting of September 9, 2002, the
Company's Board of Directors amended the Bylaws of the Company consistent with
the provisions of the Sarbanes-Oxley Act of 2002, to give the Audit Committee
sole authority to engage the Company's independent auditors.
M, B&C's reports on the Company's consolidated financial statements for the past
two 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 Company's two most recent fiscal years and through the date of this
Form 8-K/A, there were no disagreements with M, B&C on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to M, B&C's satisfaction, would have caused
them to make reference to the subject matter in connection with their report on
the Company's consolidated financial statements for such years; and there were
no reportable events, as listed in Item 304 (a) (1) (v) of Regulation S-K.
The Company provided M, B&C with a copy of the foregoing disclosures. Attached
as Exhibit 16.1 is a copy of M, B&C's letter, dated March 27, 2003 stating its
agreement with such statements.
During the Company's two most recent fiscal years and through the date of this
Form 8-K/A, the Company did not consult Ernst & Young, LLP with respect to 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 Company's consolidated financial statements, or any other matters or
reportable events listed in Items 304 (a) (2) (i) and (ii) of Regulation S-K.
On October 23, 2002, Ernst & Young LLP was engaged by the Company, with
concurrence by the Audit Committee to consult with Company management and with
M, B&C regarding the registration of its class A common stock on Form S-3. Such
consultation was limited to providing assistance in responding to accounting
comments in the Securities and Exchange Commission (SEC) staff comment letters
to preliminary S-3 filings. The registration became effective January 22, 2003.
The consultation included:
o Participation in discussions with the Company and representatives of M, B&C;
o Review and discussion of applicable accounting literature and SEC comments
and,
o Assistance in drafting responses to SEC comments.
Ernst & Young LLP provided oral viewpoints, none of which created a material
change in application of accounting principles or disclosure matters. There were
also no disagreements between M, B&C, Ernst & Young LLP and Company management
on the application of accounting principles to the Company's financial
statements or transactions.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits. The following exhibits are filed with this document:
Exhibit Number Description
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16.1 Letter from Malin, Bergquist & Company, LLP to the
Securities and Exchange Commission dated March 27, 2003
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EXHIBIT 16.1
Malin, Bergquist & Co., LLP
2402 West 8th Street
Erie, PA 16505
March 27, 2003
Securities and Exchange Commission
Washington, D.C. 20549
We have read Item 4 of the Current Report on Form 8-K/A of Erie Indemnity
Company, Inc. for March 27, 2003, and we agree with the statements contained
therein insofar as they relate to our firm.
Very truly yours,
/S/MALIN, BERGQUIST & COMPANY, LLP
MALIN, BERGQUIST & COMPANY, LLP
Certified Public Accountants
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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.
ERIE INDEMNITY COMPANY
Erie Indemnity Company
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(Registrant)
Date: March 27, 2003 /s/ Jan R. Van Gorder
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(Jan R. Van Gorder, Senior Executive Vice
President, Secretary & General Counsel)
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