SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________
AMENDMENT NO. 3 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
Date of Amendment No. 3: April 7, 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
On Tuesday, March 31, 1998, Trigen Energy Corporation (the "Company") filed
an Amendment No. 2 to Form 8-K Report, File No. 1-13264, to confirm that the
information submitted in such Form 8-K report regarding the change in the
Company's Certifying Accountant was still accurate as of March 31, 1998.
Attached hereto as Exhibit A is a copy of the letter to the Securities and
Exchange Commission, dated April 1, 1998, which KPMG Peat Marwick LLP has
furnished to us for filing herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment no. 3 to be signed on its behalf by
the undersigned hereunto duly authorized.
TRIGEN ENERGY CORPORATION
Date: April 7, 1998 By: /s/Richard E. Kessel
---------------------------
Richard E. Kessel,
Executive Vice President
<PAGE>
EXHIBIT A
(LOGO)
KPMG Peat Marwick LLP
Stamford Square Telephone 203 356 9800 Telefax 203 967 3503
3001 Summer Street
Stamford, CT 06905
April 1, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged as principal accountant to audit the consolidated
financial statements of Trigen Energy Corporation and subsidiaries. We reported
on the consolidated financial statements of Trigen Energy Corporation and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997. On March 16, 1998, we were notified
that we would not be engaged to audit the consolidated financial statements of
Trigen Energy Corporation and subsidiaries as of and for the year ended December
31, 1998. We have read Trigen Energy Corporation's statements included under
Item 4 of Amendment No. 2 to Form 8-K dated March 31, 1998, and we agree with
such statements, except that we are not in a position to agree or disagree with
Trigen Energy Corporation's stated reason for not engaging us to audit its
financial statements as of and for the year ended December 31, 1998 or Trigen
Energy Corporation's statement that the change was approved by the Audit
Committee.
Very truly yours,
/s/ KPMG Peat Marwick LLP
