SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________ AMENDMENT NO. 3 to FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Original Form 8-K Report: March 16, 1998 Date of Amendment No. 1: March 19, 1998 Date of Amendment No. 2: March 31, 1998 Date of Amendment No. 3: April 7, 1998 TRIGEN ENERGY CORPORATION Delaware 1-13264 13-3378939 - --------------- ------------------- ------------------ State of Commission File No. IRS Employer ID Incorporation One Water Street White Plains, NY 10601 - ----------------------- ------------- Address of Principal Zip Code Executive Offices 914-286-6600 ------------------- Registrant's telephone number Item 4. Change in Registrant's Certifying Accountant On Tuesday, March 31, 1998, Trigen Energy Corporation (the "Company") filed an Amendment No. 2 to Form 8-K Report, File No. 1-13264, to confirm that the information submitted in such Form 8-K report regarding the change in the Company's Certifying Accountant was still accurate as of March 31, 1998. Attached hereto as Exhibit A is a copy of the letter to the Securities and Exchange Commission, dated April 1, 1998, which KPMG Peat Marwick LLP has furnished to us for filing herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment no. 3 to be signed on its behalf by the undersigned hereunto duly authorized. TRIGEN ENERGY CORPORATION Date: April 7, 1998 By: /s/Richard E. Kessel --------------------------- Richard E. Kessel, Executive Vice President EXHIBIT A (LOGO) KPMG Peat Marwick LLP Stamford Square Telephone 203 356 9800 Telefax 203 967 3503 3001 Summer Street Stamford, CT 06905 April 1, 1998 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously engaged as principal accountant to audit the consolidated financial statements of Trigen Energy Corporation and subsidiaries. We reported on the consolidated financial statements of Trigen Energy Corporation and subsidiaries as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997. On March 16, 1998, we were notified that we would not be engaged to audit the consolidated financial statements of Trigen Energy Corporation and subsidiaries as of and for the year ended December 31, 1998. We have read Trigen Energy Corporation's statements included under Item 4 of Amendment No. 2 to Form 8-K dated March 31, 1998, and we agree with such statements, except that we are not in a position to agree or disagree with Trigen Energy Corporation's stated reason for not engaging us to audit its financial statements as of and for the year ended December 31, 1998 or Trigen Energy Corporation's statement that the change was approved by the Audit Committee. Very truly yours, /s/ KPMG Peat Marwick LLP