<PAGE> 1
THIS AMENDMENT TO FORM 8-K AMENDS THE REGISTRANT'S FORM 8-K AS FILED ON MAY 7,
1996, TO INCLUDE EXHIBIT 16.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
APRIL 30, 1996
NRG GENERATING (U.S.) INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-9208 59-2076187
---------------------------------- -------------------------------- ----------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1221 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 373-5300
------------------------------------------------------------
</TABLE>
O'BRIEN ENVIRONMENTAL ENERGY INC., 225 SOUTH EIGHTH STREET,
-----------------------------------------------------------
PHILADELPHIA, PA 19106
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In April 1996, the Company selected Price Waterhouse LLP ("Price
Waterhouse") to audit the Company's consolidated financial statements and
dismissed the firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), which
previously had served as the Company's principal accountant. The Company's
Board of Directors approved the decision to change accountants at a meeting on
April 30, 1996.
The accountant's report issued by Coopers & Lybrand on the Company's
financial statements for the 1994 consolidated financial statements did not
contain an adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles, except with
respect to: 1) certain litigation for which the ultimate outcome could not be
determined at the time; and 2) the Company's ability to continue as a going
concern. An accountant's report was not issued for the fiscal year ended June
30, 1995. The Company believes that during its 1994 and 1995 fiscal years and
the portion of the 1996 fiscal year up to the date of the dismissal, there were
no disagreements between the Company and Coopers & Lybrand on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction
of Coopers & Lybrand, would have caused Coopers & Lybrand to make reference to
the subject matter of the disagreements in connection with its report. The
Company has provided this disclosure to Coopers & Lybrand and requested that
Coopers & Lybrand furnish the Company with a letter addressed to the Securities
and Exchange Commission (the "SEC") stating that Coopers & Lybrand agrees with
the above statements.
During its 1994 and 1995 fiscal years and the portion of the 1996
fiscal year up to the date of the engagement, the Company did not consult with
Price Waterhouse regarding the application of accounting principles, the type
of audit opinion or other information considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
(16) Letter of Coopers & Lybrand L.L.P. to the Securities and
Exchange Commission dated May 10, 1996.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NRG GENERATING (US.) INC.
/s/ Leonard A. Bluhm
-------------------------------------
Leonard A. Bluhm
President and Chief Executive Officer
Date: May 20, 1996
3
<PAGE> 4
EXHIBITS TO FORM 8-K
EXHIBITS INDEX
ITEM NUMBER DESCRIPTION
16 Letter of Coopers & Lybrand L.L.P. to the Securities and
Exchange Commission dated May 10, 1996.
<PAGE> 1
EXHIBIT 16
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
May 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by NRG Generating (U.S.) Inc., formerly
O'Brien Environmental Energy, Inc., (the "Registrant") (copy attached), which
we understand have been filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Registrant's Form 8-K report for the month of April 1996.
With respect to the statements concerning Coopers & Lybrand L.L.P. (the "Firm")
contained in such Form 8-K, we believe the following clarification should be
made:
a. We were not notified by the Registrant as to the dismissal of the Firm
as the Registrant's independent accountants until May 6, 1996.
b. To our knowledge, the Registrant has not filed periodic reports with
the Securities and Exchange Commission since the filing of the
Registrant's 10-K for the fiscal year end June 30, 1994. Such Form
10-K included our report dated October 7, 1994, which was issued on
October 13, 1994.
c. We agree with the Registrant's statements concerning the lack of
disagreements during its 1994 fiscal year and the portion of its 1995
fiscal year prior to October 13, 994. We were not engaged to audit
the financial statements of the Registrant for the fiscal year ended
June 30, 1995 or for any periods thereafter. Therefore, we are not
knowledgeable of events that may have taken place during the 1995
fiscal year subsequent to the issuance of our report on our audit of
the financial statements for the year ending June 30, 1994, or the
portion of the 1996 fiscal year up to the date of our dismissal. We
were not consulted by the Registrant during the period from October
13, 1994 to the date of our dismissal on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures. Therefore, we cannot comment upon matters
arising during such period.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
