CE CASECNAN WATER & ENERGY CO INC
8-K/A, 2000-12-18
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 8-K/A

                        AMENDMENT NO. 1 TO CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): December 18, 2000



                   CE CASECNAN WATER AND ENERGY COMPANY, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)




Philippines                        1-12995                    Not Applicable
-------------------------------------------------------------------------------

(State or other jurisdiction     (Commission                  (IRS Employer
of incorporation)                 File Number)              Identification No.)




24th Floor, 6750 Building, Ayala Avenue,
Makati, Metro Manila Philippines                                Not Applicable
------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)




Registrant's telephone number, including area code:  (632) 892-0276
                                                   ----------------



                                      N/A
-------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

a. On  September  7, 2000,  CE  Casecnan  Water and Energy  Company,  Inc.  (the
"Company")  filed a report on Form 8-K under  Item 4 stating  (i) that on August
30, 2000 it had informed  Sycip Gorres Velayo & Co., an Arthur  Andersen  member
firm, that, following a review of the Company's  anticipated business operations
and corresponding independent accountant requirements, Sycip Gorres Velayo & Co.
would no longer be engaged as independent  accountants for the Company for audit
periods  subsequent to the fiscal year ended  December 31, 1999 and (ii) that by
action taken on that same date the  Company's  Board of  Directors  approved the
appointment   of  the   accounting   firm   of   Joaquin   Cunanan   &  Co.,   a
PricewaterhouseCoopers  LLP member  firm,  as  independent  accountants  for the
Company for 2000.

In connection  with that report,  the Company  stated that Sycip Gorres Velayo &
Co.'s  reports on the  Company's  financial  statements  for the two most recent
fiscal years ended  December 31, 1998 and 1999  contained no adverse  opinion or
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principles and that during such two most recent fiscal
years there were no  disagreements  with Sycip Gorres Velayo & Co. on any matter
of accounting  principles  or practices,  financial  statement  disclosures,  or
auditing  scope or  procedures,  which  disagreements,  if not  resolved  to the
satisfaction  of Sycip  Gorres  Velayo & Co.,  would  have  caused  it to make a
reference to the subject  matter of the  disagreements  in  connection  with its
audit reports.

A letter dated  September 7, 2000 and  addressed  to the  Commission  from Sycip
Gorres  Velayo & Co.  stating  that it agreed  with the  statements  made in the
report was included with the report as Exhibit 16.

By this  amendment,  the Company  supplements  its previous report to state that
August 30, 2000 was the last day any work was performed by Sycip Gorres Velayo &
Co. on behalf of the Company and that  during the period  commencing  January 1,
2000 and ending on such  date,  there were no  disagreements  with Sycip  Gorres
Velayo & Co. on any matter of  accounting  principles  or  practices,  financial
statement disclosures, or auditing scope or procedures, which disagreements,  if
not resolved to the satisfaction of Sycip Gorres Velayo & Co., would have caused
it to make a reference to the subject matter of the  disagreements in connection
with its audit reports.

The Company requested Sycip Gorres Velayo & Co. to furnish a letter addressed to
the Commission stating whether it agrees with the above statements. Sycip Gorres
Velayo & Co.'s  letter dated  December 18, 2000,  is filed as Exhibit 16 to this
Form 8-K/A.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          Exhibit No. 16 - Letter from Sycip Gorres Velayo & Co. dated
          December 18, 2000.

                                      -2-

<PAGE>

                                    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 thereunto duly authorized.



                                         CE CASECNAN WATER AND ENERGY CO., INC.



                                         /s/Patrick J. Goodman
                                            ------------------
                                            Patrick J. Goodman
                                            Senior Vice President
                                              and Chief Financial Officer


December 18, 2000

                                      -3-

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

16                  Letter regarding change of certifying accountant



                                      -4-




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