SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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) January 14, 2004
THE RIDGEWOOD POWER GROWTH FUND
(Exact name of registrant as specified in charter)
Delaware 0-25935 22-3495594
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
1314 King Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 888-7444
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On January 14, 2004, The Ridgewood Power Growth Fund ("Registrant")
dismissed PricewaterhouseCoopers LLP as its independent accountants. The
Registrant's management company, Ridgewood Renewable Power LLC, participated in
and approved the decision to change independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the financial statements for
the past two fiscal years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle.
(iii) In connection with its audits for the two most recent fiscal years and
through January 14, 2004, there have been no disagreements with
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP
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 and through January 14, 2004, there
have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v))
with the exception of the deficiency in the Trust's ability to process and
summarize financial information of certain individual projects and equity
investees on a timely basis, which represents a material weakness. The Trust is
addressing this deficiency with its subsidiaries and is currently in the process
of implementing new systems and reporting procedures.
(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated January 14, 2004, is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Perelson Weiner LLP as its new independent
accountants as of January 14, 2004. During the two most recent fiscal years and
through January 14, 2004, the Registrant has not consulted with Perelson Weiner
LLP 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 Registrant's financial statements, and neither a
written report was provided to the Registrant or oral advice was provided that
Perelson Weiner LLP concluded was an important factor considered by the
Registrant 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."
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 16 Letter from PricewaterhouseCoopers LLP Filed with
to the Securities and Exchange Commission this document
dated January 14, 2004
SIGNATURE
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.
THE RIDGEWOOD POWER GROWTH FUND
Date: January 20, 2004 By /s/ Christopher I. Naunton
Christopher I. Naunton,
Vice President and
Chief Financial Officer