OLD DOMINION ELECTRIC COOPERATIVE
8-K, 2000-05-18
ELECTRIC SERVICES
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<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)            May 12, 2000


                       OLD DOMINION ELECTRIC COOPERATIVE
            (Exact name of Registrant as specified in its charter)



         VIRGINIA                          33-46795            23-7048405
(State or other jurisdiction of          (Commission          (IRS employer
incorporation or organization)           File Number)       identification no.)


4201 Dominion Boulevard, Glen Allen, Virginia                     23060
(Address of principal executive offices)                        (Zip code)


                                (804) 747-0592
             (Registrant's telephone number, including area code)

                                  ___________

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                       OLD DOMINION ELECTRIC COOPERATIVE

                                     INDEX


<TABLE>
<CAPTION>
                                                                               Page
                                                                              Number
                                                                              ------
<S>                                                                           <C>
Item 4.      Changes in Registrant's Certifying Accountant                       3

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits  3

Signatures                                                                       4

Exhibit Index                                                                    5
</TABLE>

                                       2
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Item 4. Changes in Registrant's Certifying Accountant

        (a)  Previous independent accountants

             (i)   On May 12, 2000, Old Dominion Electric Cooperative
                   ("Registrant") dismissed PricewaterhouseCoopers LLP as its
                   independent accountants. The Registrant's Audit Committee and
                   Board of Directors 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 May 12, 2000, 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 May 12,
                   2000, there have been no reportable events (as defined in
                   Regulation S-K Item 304(a)(1)(v)).

             (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 May 15, 2000, is filed as Exhibit 16 to this
                   Form 8-K.

        (b)  New independent accountants

             (i)   The Registrant engaged Ernst & Young LLP as its new
                   independent accountants as of May 12, 2000. During the two
                   most recent fiscal years and through May 12, 2000, the
                   Registrant has not consulted with Ernst & Young 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 either a written
                   report was provided to the Registrant or oral advice was
                   provided that Ernst & Young 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, 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 PricewaterhouseCoopers re Item 4(a).

                                       3
<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 hereunto duly authorized.


                                              OLD DOMINION ELECTRIC COOPERATIVE
                                                          Registrant



Date:  May 17, 2000                                   /s/ Daniel M. Walker
                                              ----------------------------------
                                                       Daniel M. Walker
                                                   Senior Vice President of
                                                     Accounting and Finance
                                                    (Chief Financial Officer)

                                       4
<PAGE>

                                 EXHIBIT INDEX

Exhibit                                                           Page
Number                 Description of Exhibit                     Number
- ------                 ----------------------                     ------

 16       Letter from PricewaterhouseCoopers LLP re Item 4(a).      6

                                       5

<PAGE>

                      [LETTERHEAD OF PRICEWATERHOUSECOOPERS]


May 15, 2000

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549


Commissioners:

We have read the statements made by Old Dominion Electric Cooperative, which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated May 12, 2000.  We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,


PricewaterhouseCoopers LLP


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