SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________
AMENDMENT NO. 2 TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Original Form 8-K Report: March 16, 1998
Date of Amendment No. 1: March 19, 1998
Date of Amendment No. 2: March 31, 1998
TRIGEN ENERGY CORPORATION
Delaware 1-13264 13-3378939
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State of Commission File No. IRS Employer ID
Incorporation
One Water Street
White Plains, NY 10601
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Address of Principal Zip Code
Executive Offices
914-286-6600
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Registrant's telephone number
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Item 4. Change in Registrant's Certifying Accountant
Reference is made to Form 8-K dated March 16, 1998 with the following
information. This is to advise that the following information is accurate as of
March 31, 1998.
The principal accountant for Trigen Energy Corporation and its wholly owned
subsidiaries (collectively the "Company") for the fiscal years ending
December 31, 1994, December 31, 1995, December 31, 1996 and December 31, 1997
was KPMG Peat Marwick LLP ("KPMG"). The Company has made a decision to
change the Company's principal accountant for the Company's fiscal year
ending December 31, 1998, for the reason set forth below. The Audit Committee
of the Company has approved this determination.
KPMG is also in the business of providing consulting services to clients
with respect to issues related to the energy business. In 1997, a dispute
arose between the Company and the consulting services division of KPMG with
respect to the conduct of consulting services provided to a third party. That
dispute was not resolved to the satisfaction of the Company. The change in
principal accountant is not due to any matter regarding KPMG's accounting
services. KPMG's report on the financial statements of the C any
disagreement with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report.
The Audit Committee intends to recommend a new principal accountant for
selection by the Board of Directors following an appropriate set of
interviews of various accounting firms being conducted by the management of
the Company and recommendation to the Audit Committee. Therefore, no
accountant will be presented to the shareholders of the Company for
ratification at the Company's annual meeting of shareholders, which will take
place on May 13, 1998.
A copy of this Amendment No. 2 to Form 8-K is being delivered to KPMG at
the same time as it is being filed with the Securities and Exchange
Commission (the "Commission"). KPMG is entitled to communicate to the
Commission in writing responding to this Amendment No. 2 to Form 8-K. The
Company has requested that KPMG provide the Company with a copy of any
such letter, which the Company will file with the Commission as an exhibit
to this Amendment No. 2 to Form 8-K within two business days of receipt.
<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.
TRIGEN ENERGY CORPORATION
Date: March 31, 1998 By: /s/ Richard E. Kessel
Richard E. Kessel,
Executive Vice President
