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 event reported): March 3, 2003
ERIE INDEMNITY COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-24000 25-0466020
------------------------------- ------------- -------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
100 Erie Insurance Place, Erie, Pennsylvania 16530
-------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 870-2000
1
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 10, 2002, the Erie Indemnity Company's (Company) Audit Committee
selected Ernst & Young, LLP to be the Company's independent auditors for the
fiscal year ending December 31, 2003. Malin, Bergquist & Company, LLP (M,B&C)
continued as the Company's independent auditors for the fiscal year ended
December 31, 2002. On March 3, 2003 Ernst & Young, LLP will succeed M,B&C 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, 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 3, 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, 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.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits. The following exhibits are filed with this document:
Exhibit Number Description
-------------- -----------
16.1 Letter from Malin, Bergquist & Company,
LLP to the Securities and Exchange
Commission dated March 3, 2003
3
EXHIBIT 16.1 [LETTERHEAD OF MALIN, BERGQUIST & COMPANY, LLP]
March 3, 2003
Securities and Exchange Commission
Washington, D.C. 20549
We were previously Independent Auditors for Erie Indemnity Company, Inc. and on
February 7, 2003 we reported on the consolidated financial statements of Erie
Indemnity Company, Inc. and Consolidated Subsidiaries as of and for the year
ended December 31, 2002. We have read Erie Indemnity Company, Inc.'s statements
included in Item 4 of Form 8-K dated March 3, 2003 and we agree with such
statements.
Very truly yours,
/S/MALIN, BERGQUIST & COMPANY, LLP
Certified Public Accountants
4
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
------------------------------
(Registrant)
Date: March 3, 2003 /s/ Philip A. Garcia
-------------------------------
(Philip A. Garcia, Executive Vice President & CFO)
5