SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 16, 1998
TRIGEN ENERGY CORPORATION
Delaware 1-13264 13-3378939
- --------- ---------------- ---------------
State of Commission File No. IRS Employer ID
Incorporation
One Water Street
White Plains, NY 10601
- ------------------- --------------
Address of Principal Zip Code
Executive Offices
914-286-6600
-------------------
Registrant's telephone number
<PAGE>
Item 4. Change in Registrant's Certifying Accountant
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 Company for the past
two years did not contain an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope or accounting
principles. Neither were there, during the two most recent fiscal years or
the period since December 31, 1997, 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 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 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 Form 8-K within two business days of receipt.
<PAGE>
Item 5. Other Events
On March 9, 1998, Grays Ferry Cogeneration Partnership, Trigen-Schuylkill
Cogeneration, Inc., NRGG (Schuylkill) Cogeneration Inc. and Trigen-
Philadelphia Energy Corporation commenced an action against PECO Energy
Company ("PECO"), Adwin (Schuylkill) Cogeneration, Inc. and the Pennsylvania
Public Utility Commission in the United States District Court for the Eastern
District of Pennsylvania. Grays Ferry Cogeneration Partnership (the "Grays
Ferry Partnership") is the owner of the Grays Ferry cogeneration facility
located in Philadelphia, Pennsylvania. The Company holds a one-third interest
in the Grays Ferry Partnership through its wholly owned subsidiary, Trigen-
Schuylkill Cogeneration, Inc. NRGG (Schuylkill) Cogeneration Inc. and Adwin
(Schuylkill) Cogeneration, Inc. own the other two-thirds interests in the Grays
Ferry Partnership. Adwin (Schuylkill) Cogeneration, Inc. is an indirect
wholly owned subsidiary of PECO.
The Grays Ferry Partnership commenced this action against PECO in reaction
to the wrongful termination by PECO on March 3, 1998, of the electric power
purchase agreement between the Grays Ferry Partnership and PECO. The Grays
Ferry Partnership is seeking a declaratory judgement to require PECO to comply
with the electric power purchase agreement and for damages to be proven at
trial in an amount in excess of two hundred million dollars ($200,000,000).
The Grays Ferry Partnership is also seeking a court order declaring any action
taken by the Pennsylvania Public Utility Commission which would change the
terms of the electric power purchase agreement between the Grays Ferry
Partnership and PECO to be null and void.
Trigen-Philadelphia Energy Corporation ("Trigen-Philadelphia") operates a
district steam heating system in Philadelphia which serves several customers
including the University of Pennsylvania. Trigen-Philadelphia purchases
steam produced at the Grays Ferry cogeneration facility for the benefit of its
district steam customers. Trigen-Philadelphia claims that PECO's wrongful
termination of its electric power purchase agreement with the Grays Ferry
Partnership constitutes tortious interference with Trigen-Philadelphia's
agreement to supply steam service to the University of Pennsylvania.
The Company believes that PECO's termination of the electric power purchase
agreement was wrongful and the Company intends to aggressively pursue the
remedies available to it. In the event the Company is not successful and
PECO's actions are upheld, PECO would be required to continue to purchase power
from the Grays Ferry cogeneration facility at a market based price. Sales at
current market based prices would generate significantly lower earnings per
share for the Company than the 1998 annual earnings per share of $0.40 to
$0.52 previously forecast by the Company based on the sale price of power
stated in the electric power purchase agreement between the Grays Ferry
Partnership and PECO.
<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 16, 1998 By: /s/ Richard E. Kessel
Richard E. Kessel,
Executive Vice President
