<PAGE>
==============================================================================
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 Report (Date of earliest event reported) SEPTEMBER 11, 1995
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)
(Exact name of Registrant as specified in its charter)
GEORGIA 33-7591 58-1211925
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
POST OFFICE BOX 1349, 2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA 30085-1349
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 270-7600
EXHIBIT INDEX LOCATED ON PAGE 6
==============================================================================
<PAGE>
OGLETHORPE POWER CORPORATION
INDEX TO FORM 8-K
Page No.
--------
Item 4. Changes in Registrant's Certifying Accountant 3
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits 4
SIGNATURES 5
EXHIBIT INDEX 6
2
<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountants
(i) On September 11, 1995, Oglethorpe Power Corporation
("Oglethorpe") dismissed Arthur Andersen LLP as its
independent accountants.
(ii) The reports of Arthur Andersen 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 principles.
(iii) The Registrant's Finance Committee and Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through September 11, 1995, there have been no
disagreements with Arthur Andersen 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 Arthur
Andersen LLP, 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
September 11, 1995, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Arthur Andersen 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 September 11, 1995, is filed as
Exhibit 16 to this Form 8-K.
(b) New Independent Accountants
(i) The Registrant engaged Coopers & Lybrand L.L.P. as its new
independent accountants as of September 11, 1995. During the
two most recent fiscal years and through September 11, 1995,
the Registrant has not consulted with Coopers & Lybrand
L.L.P. regarding (1) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be
rendered on Registrant's financial statements or (2) the
subject matter of a disagreement or a reportable event with
the former auditor (as described in Regulation S-K Item
304(a)(1)(v)).
3
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
16 Letter from Arthur Andersen LLP regarding Item 4(a)(vi).
4
<PAGE>
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 hereunto duly authorized.
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation &
Transmission Corporation)
Registrant
Date: September 14, 1995 By: /s/ T. D. Kilgore
------------------------------------------
T. D. Kilgore
President and Chief Executive Officer
(Principal Executive Officer)
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
----------- ---------------------- --------
16 Letter from Arthur Andersen LLP regarding
Item 4(a)(vi) 7
6
<PAGE>
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
_______________________
September 11, 1995 ARTHUR ANDERSEN LLP
_______________________
Office of the Chief Accountant Suite 2500
SECPS Letter File 133 Peachtree Street NE
Securities and Exchange Commission Atlanta GA 30303-1846
Mail Stop 9-5 404 658 1776
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read item 4 included in the attached Form 8-K dated September 11,
1995 of Oglethorpe Power Corporation to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained in
paragraph 4(a) therein.
Very truly yours,
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
7
