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): November 21, 2001
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BANGOR HYDRO-ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
MAINE 1-10922 01-0024370
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(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
33 STATE STREET, BANGOR, MAINE 04401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 207-945-5621
Current Report, Form 8-K Date of Report
Bangor Hydro-Electric Company November 21, 2001
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As reported previously on the Company Definitive Form 14A dated November 29,
2001, at a regularly scheduled meeting of the Board of Directors held on
November 21, 2001, the Board appointed Ernst & Young LLP, P.O. Box 2007,
Station CRO, 13th Floor, 1959 Upper Water Street, Halifax, N.S. B3J 2Z1 to
serve as the Company's Independent Public Accountants for the Company's 2001
and 2002 fiscal years, thereby discontinuing the Company's retention of
PricewaterhouseCoopers, LLP, One Post Office Square, Boston, Massachusetts
02109, in this capacity effective November 21, 2001. The decision to
change accountants was approved by the Audit Committee of the Board. Ernst
& Young serves as independent auditors to Emera Inc., a parent of the
Company.
PricewaterhouseCoopers's report on the financial statements for 1999 and
2000 did not contain any adverse opinion or a disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company's 1999 and 2000 fiscal years and during 2001 preceding
the dismissal of PricewaterhouseCoopers, the Company had no 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 the former
accountant, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report. During the two most
recently completed fiscal years or during 2001, PricewaterhouseCoopers (A)
did not advise the Company that the internal controls necessary for the
Company to develop reliable financial statements do not exist; (B) did not
advise the Company that information had come to their attention that had led
them to no longer be able to rely on management's representations, or that
had made them unwilling to be associated with the financial statements
prepared by management; (C) did not advise the Company of the need to expand
significantly the scope of its audit, or that information had come to their
attention during the two most recently completed fiscal years or during
2001, that if further investigated may: (i) materially impact the fairness
or reliability of either: a previously issued audit report or the underlying
financial statements; or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that
may prevent it from rendering an unqualified audit report on those financial
statements), or (ii) cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements,
and therefore the discontinuation of the retention of PricewaterhouseCoopers
did not prevent such an expansion of the scope of their audit or their
ability to conduct such further investigation; and (D)(1) did not advise the
Company that information had come to their attention that they had concluded
materially impacted the fairness or reliability of either (i) a previously
issued audit report or the underlying financial statements, or (ii) the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to
PricewaterhouseCoopers' satisfaction, would prevent them from rendering an
unqualified audit report on those financial statements), and therefore the
dismissal of PricewaterhouseCoopers' did not prevent the resolution of any
issue that had not been resolved to PricewaterhouseCoopers' satisfaction
prior to discontinuation of the retention of PricewaterhouseCoopers.
Pursuant to Regulation S-K, Item 304(a)(3) [29 CFR Sec. 229.304(a)(3)] the
Company provided PricewaterhouseCoopers with a copy of the disclosures it is
making in response to Item 304(a) that the in advance of the day that the
disclosures are filed being filed with the Commission. The Company also
requested PricewaterhouseCoopers to furnish the Company with a letter
addressed to the Commission stating whether it agrees with the statements
made by the registrant in response to Item 304(a) and, if not, stating the
respects in which it does not agree. A copy of PricewaterhouseCoopers'
letter in response to this request is attached hereto as Exhibit 16.
BANGOR HYDRO-ELECTRIC COMPANY
by /s/ Frederick S. Samp
Frederick S. Samp
Chief Financial Officer
Dated: March 4, 2002
EXHIBIT INDEX
Exhibit Description
16 Letter of PricewaterhouseCoopers pursuant to Regulation S-K,
Item 304(a)(3)
PricewaterhouseCoopers
________________________________________________________________________
PricewaterhouseCoopers LLP
One International Place
Boston MA 02110
Telephone (617) 478 5000
Facsimile (617) 478 3900
February 27, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Bangor Hydro-Electric Company (copy
attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated
February 28, 2002. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP