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): April 30, 2001
Commission Registrant, State of Incorporation, IRS Employer
File Number Address, and Telephone Number Identification No.
- ----------- ----------------------------- ------------------
2-26720 LOUISVILLE GAS AND ELECTRIC COMPANY 61-0264150
(A Kentucky Corporation)
220 West Main Street
P.O. Box 32010
Louisville, Ky. 40232
(502) 627-2000
1-3464 KENTUCKY UTILITIES COMPANY 61-0247570
(A Kentucky and Virginia Corporation)
One Quality Street
Lexington, Kentucky 40507-1428
(606) 255-2100
This combined Form 8-K is separately filed by Louisville Gas and Electric
Company and Kentucky Utilities Company. Information contained herein relating to
any individual registrant is filed by such registrant on its own behalf and each
registrant makes no representation as to information relating to the other
registrant.
ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANTS
(a) On December 11, 2000, Powergen plc, a public limited company
registered in England and Wales ("Powergen"), completed its merger
transaction involving LG&E Energy Corp. ("LG&E Energy"). As a result
of this transaction, LG&E Energy became an indirect, wholly-owned
subsidiary of Powergen;
(b) PricewaterhouseCoopers LLP was the independent accountant of Powergen
prior to the acquisition and has continued in such engagement. Arthur
Andersen LLP was the certifying accountant for LG&E Energy's
subsidiaries, Louisville Gas and Electric Company, a Kentucky
corporation, and Kentucky Utilities Company, a Kentucky and Virginia
corporation (collectively, the "Registrants");
(c) Effective April 30, 2001, the Registrants appointed
PricewaterhouseCoopers LLP as independent certifying accountants for
the year ended December 31, 2001. The Boards of Directors and audit
committees of the Registrants shall consider and review this decision
to appoint PricewaterhouseCoopers LLP in connection with their next
meetings;
(d) Arthur Andersen LLP was notified of their dismissal on April 30, 2001;
(e) The reports of Arthur Andersen LLP on the Registrants' respective
financial statements for the two years ended December 31, 2000 and
1999, did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or
accounting principles;
(f) In connection with the audits of the Registrants' respective
financials statements for each of the years ended December 31, 2000
and 1999, and through April 30, 2001, there were no disagreements with
Arthur Andersen LLP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused the firm to make reference to the
matter in their reports;
(g) The Registrants have requested Arthur Andersen LLP to furnish a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of the letter is attached as
Exhibit 16 to this report.
ITEM 7(c). EXHIBITS FILED
16 Letter of Arthur Andersen LLP
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 hereunto duly authorized.
LOUISVILLE GAS AND ELECTRIC COMPANY
Dated: May 7, 2001 BY: /s/ John R. McCall
------------------------------------
Executive Vice President,
General Counsel and
Corporate Secretary
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.
KENTUCKY UTILITIES COMPANY
Dated: May 7, 2001 BY: /s/ John R. McCall
------------------------------------
Executive Vice President,
General Counsel and
Corporate Secretary
EXHIBIT INDEX
LOUISVILLE GAS AND ELECTRIC COMPANY
KENTUCKY UTILITIES COMPANY
Current Report on Form 8-K
Dated April 30, 2001
EXHIBITS
EXHIBIT NO. DESCRIPTION
16 Letter of Arthur Andersen LLP