UNITED STATES 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: March 31, 1998
Date of Earliest Event Reported: March 27, 1998)
Commission File Number: 33-95928
LS Power Funding Corporation
(Exact name of registrant as specified in its charter)
Delaware 81-0502366
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1105 North Market Street, Suite 1108
Wilmington, Delaware 19801
(Address of principal executive offices) (Zipcode)
(302) 427-8494
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
On March 27, 1998 after approval of the directors of LS Power Funding
Corporation ("LS Power"), LSP-Whitewater I, Inc. (the general partner of
LSP-Whitewater Limited Partnership ("Whitewater")) and LSP-Cottage Grove,
Inc. (the general partner of LSP-Cottage Grove, L.P. ("Cottage Grove")),
KPMG Peat Marwick LLP ("KPMG") was dismissed as the independent public
accountants for LS Power, Whitewater and Cottage Grove (collectively, the
"Companies"). KPMG's reports on the financial statements of Whitewater and
Cottage Grove for each of the fiscal years ending December 31, 1996 and
1995, and KPMG's reports on the balance sheets of LS Power as of December
31, 1996 and 1995 and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended December 31, 1996
and for the period from inception (June 23, 1995) to December 31, 1995
contained no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principal, and did
not have any reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K). During the two most recent fiscal years and through the
date of this report, the Companies have had no disagreements with KPMG on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope and procedure. The Companies have requested and
received a letter from KPMG regarding the change in accountants and lack of
disagreements on any matter of accounting principles or practices.
(b) New Independent Accountants
The Companies engaged Arthur Andersen LLP as its new independent
accountants, effective as of March 27, 1998. During the two most recent
fiscal years and through the date of this report, the Companies have not
consulted with Arthur Andersen LLP regarding the application of accounting
principles to a specified transaction or the type of audit opinion that may
be rendered with respect to the Registrant's financial statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit No. Description of Exhibit
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16.1 Letter, re: change in Certifying Accountant
2
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_______________________________________
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 thereunto duly authorized.
LS POWER FUNDING CORPORATION
(Registrant)
Date: March 31, 1998 /s/ JAMES R. PAGANO
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James R. Pagano
Managing Director and Treasurer
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Exhibit 16.1
March 31, 1998
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for LS Power Funding Corporation and,
under the date of February 13, 1997, we reported on each of the financial
statements of LS Power Funding Corporation, LSP-Cottage Grove, L.P., and
LSP-Whitewater Limited Partnership as of and for the years and periods ended
December 31, 1996 and 1995. On March 27, 1998, our appointment as principal
accountants was terminated. We have read LS Power Funding Corporation's
statements included under Item 4 of its 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 the Company's statement that Arthur Andersen LLP was not
consulted regarding the application of accounting principles to a specified
transaction or the type of audit opinions that might be rendered on these
financial statements.
/s/ KPMG Peat Marwick LLP
