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 earliest event reported: September 3, 1998
Exact name of Registrants as specified in
their charters, State of Incorporation, IRS Employer
Commission address of principal executive offices and Identification
File Number Registrants' telephone number Number
- ----------- ------------------------------------------ --------------
33-87902 ESI Tractebel Funding Corp. 04-3255377
(a Delaware corporation)
33-87902-02 Northeast Energy Associates, 04-2955642
A Limited Partnership
(a Massachusetts corporation)
33-87902-01 North Jersey Energy Associates, 04-2955646
A Limited Partnership
(a New Jersey corporation)
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c/o FPL Energy, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408-2683
(561) 691-7171
Item 4. Changes in Registrants' Certifying Accountant
(a) Previous independent accountants
(i) On September 3, 1998, ESI Tractebel Funding Corp. (the Company)
and Northeast Energy Associates, A Limited Partnership and North
Jersey Energy Associates, A Limited Partnership (collectively, the
Partnerships) dismissed PricewaterhouseCoopers LLP (PwC) as their
independent accountants.
(ii) The reports of PwC on the financial statements of the Company
and the Partnerships for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. Services performed by PwC from January 1, 1998 through
August 31, 1998 related solely to the Company's and the
Partnerships historical December 31, 1997 financial information.
(iii) The change in independent accountants was approved by the
Management Committee of the Partnerships and approved by the Board
of Directors of the Company on September 3, 1998.
(iv) In connection with its audits for the two most recent fiscal
years and through August 31, 1998, there have been no disagreements with
PwC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would
have caused them to make reference thereto in their report on the
financial statements for such years.
(v) During the two most recent fiscal years and through August 31,
1998, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)) with PwC.
(vi) The Company and the Partnerships requested that PwC furnish a
letter addressed to the Securities and Exchange Commission stating
that it agrees with the above statements. A copy of such letter,
dated September 4, 1998, is filed as Exhibit 16 to this Form 8-K.
(b) On September 3, 1998, the Company and the Partnerships engaged the firm
of Deloitte & Touche LLP as independent accountants for the fiscal year
ending December 31, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter regarding change in certifying accountant:
Letter of PricewaterhouseCoopers LLP dated September 4, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ESI TRACTEBEL FUNDING CORP.
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)
(Registrants)
Date: September 4, 1998
/s/ PETER D. BOYLAN
Peter D. Boylan
Treasurer