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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: April 9, 2001
(Date of earliest event reported)
COMMISSION REGISTRANT; STATE OF INCORPORATION; I.R.S. EMPLOYER
FILE NUMBER NO. ADDRESS AND TELEPHONE NUMBER IDENTIFICATION
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333-47925 YORKSHIRE POWER GROUP LIMITED 84-1393785
(England & Wales)
Wetherby Road
Scarcroft
Leeds LS14 3HS
United Kingdom
011-44-113-289-2123
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Draft 8-K Announcement
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Item 1. Change in Control of Registrant
At the Extraordinary General Meeting of Innogy Holdings plc ("Innogy") held on
April 2, 2001, the resolution to approve the acquisition by Innogy Finance
Limited ("the Purchaser"), from AEP Resources, Inc and Xcel Energy, Inc ("Xcel")
of 94.75% of the issued share capital ("the Shares") of Yorkshire Power Group
Limited ("the Company") was approved. The Purchaser is a wholly owned subsidiary
of Innogy. Innogy is an integrated energy company in the United Kingdom. The
acquisition of the Shares occurred on April 3, 2001. Consideration for the
acquisition was approximately (pound)508.6m.
Such acquisition was pursuant to the terms of the Sale and Purchase Agreement
("the Agreement") dated February 26, 2001, by and among AEP Resources, Inc. AEP
Delaware Investment Company, Xcel Energy, Inc., Xcel Energy International, Inc.
Innogy Finance Limited and Innogy Holdings plc.
On April 3, 2001, pursuant to the terms of the Agreement, Stephen Fletcher and
Brian Count were appointed to the Company's Board of Directors. On that same
date Wayne Brunetti, Linn Draper Jr Dick Kelly, Don Clements Jr, Armando Pena
and Paul Bonavia resigned from the Board.
The transaction was financed by a new banking facility jointly arranged by
Deutsche Bank AG London and The Royal Bank of Scotland plc. Innogy intends, in
due course, to replace the acquisition financing through long term bonds, to
ensure the profile of the debt matches that of underlying assets.
Xcel will retain a 5.25% interest in the Company in order to accommodate its
pooling interests under US accounting rules. Under the terms of the Agreement,
Xcel and Innogy have entered into a Shareholders' Agreement which will regulate
their relationship regarding their respective holdings of the Company's shares.
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Independent Accountants
(i) On April 2, 2001, pursuant to the terms of the Agreement, Deloitte &
Touche resigned as the Company's independent accountant.
(ii) The reports of Deloitte & Touche on the financial statements of the
Company for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
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(iii) In connection with its audit of the Company for the two most recent
fiscal years and through April 2, 2001, there have been no
disagreements with Deloitte & Touche 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 Deloitte & Touche would have caused them to make
reference thereto in their report on the financial statements for such
years.
(iv) During the two most recent fiscal years of the Company and through
April 2, 2001, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(v) The Company has requested that Deloitte & Touche furnishes it with a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated April 9, 2001, is filed
as Exhibit 99 to this Form 8-K.
(b) New Independent Accountants
Effective April 3, 2001, pursuant to the terms of the Agreement, the Company
engaged KPMG Audit plc as its new independent accountant. During the two most
recent fiscal years and through April 2, 2001, the Company has not consulted
with KPMG Audit plc regarding either (i) 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 financial statements of the
Company, and either a written report was provided or oral advice was provided
that KPMG Audit plc concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304 (a)(1)(v)of Regulation S-K.
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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 thereunto duly authorized.
YORKSHIRE POWER GROUP LIMITED
Registrant
By: /s/ Mike Bowden
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Mike Bowden
Company Secretary of Innogy Holdings plc
Date: April 9, 2001