-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTDyLRNCypmAZW+ARyHn9+wAkw2yhkAM0hSDjvs/0LiwNhMkmxhcEy3eytHTxUjq 4YalfbZA4piHpanLKrj4nw== 0001104659-10-010422.txt : 20100301 0001104659-10-010422.hdr.sgml : 20100301 20100301060156 ACCESSION NUMBER: 0001104659-10-010422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100223 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100301 DATE AS OF CHANGE: 20100301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC CO INC CENTRAL INDEX KEY: 0000046207 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990040500 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04955 FILM NUMBER: 10641885 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085437771 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN ELECTRIC CO LTD DATE OF NAME CHANGE: 19670212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 10641886 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 8-K 1 a10-4820_18k.htm 8-K

 

 

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:  February 23, 2010

 


 

Exact Name of Registrant

 

Commission

 

I.R.S. Employer

as Specified in Its Charter

 

File Number

 

Identification No.

Hawaiian Electric Industries, Inc.

 

1-8503

 

99-0208097

Hawaiian Electric Company, Inc.

 

1-4955

 

99-0040500

 


 

State of Hawaii

(State or other jurisdiction of incorporation)

 

900 Richards Street, Honolulu, Hawaii  96813

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code:

(808) 543-5662 - Hawaiian Electric Industries, Inc. (HEI)

(808) 543-7771 - Hawaiian Electric Company, Inc. (HECO)

 

None

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 4.01.  Changes in Registrant’s Certifying Accountant.

 

Prior independent registered public accounting firm

 

On February 23, 2010, the Audit Committees of the Boards of Directors of HEI and HECO voted to dismiss KPMG LLP as HEI’s and HECO’s independent registered public accounting firm, effective as of February 24, 2010. The Company informed KPMG LLP of the decision on February 24, 2010.

 

KPMG LLP’s reports on the HEI and HECO consolidated financial statements as of and for the fiscal years ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG LLP on the effectiveness of internal control over financial reporting as of December 31, 2009 and 2008 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2009 and 2008 and through February 24, 2010, there were no disagreements with KPMG 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 KPMG LLP, would have caused it to make reference to the subject matter of the disagreements in its reports for such years. During the fiscal years ended December 31, 2009 and 2008 and through February 24, 2010, there were no reportable events as defined in Item 304(a)(1)(v) of the SEC’s Regulation S-K.

 

The Company has provided KPMG LLP with a copy of the above disclosures in conjunction with the filing of this report. HEI and HECO requested that KPMG LLP provide them with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG LLP agrees with the above disclosures and, if not, stating the respects in which it does not agree. A copy of KPMG LLP’s letter, dated March 1, 2010, is attached as Exhibit 16 to this Form 8-K.

 

New independent registered public accounting firm

 

On February 23, 2010, the Audit Committees of the Boards of Directors of HEI and HECO decided to engage PricewaterhouseCoopers LLP as HEI’s and HECO’s new independent registered public accounting firm to audit HEI’s and HECO’s consolidated financial statements for the fiscal year ending December 31, 2010, which engagement was effective February 26, 2010. During the fiscal years ended December 31, 2009 and 2008 and through February 26, 2010, the date of engagement of PricewaterhouseCoopers LLP, neither HEI nor HECO, nor any person on their behalf, has consulted with PricewaterhouseCoopers LLP with respect to 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 HEI’s and HECO’s consolidated financial statements, and no written report or oral advice was provided by PricewaterhouseCoopers LLP to HEI or HECO that PricewaterhouseCoopers LLP concluded was an important factor considered by HEI or HECO in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of the SEC’s Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of the SEC’s Regulation S-K.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit 16

 

Letter of KPMG LLP dated March 1, 2010

 

1



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

HAWAIIAN ELECTRIC COMPANY, INC.

(Registrant)

 

 

(Registrant)

 

 

 

 

 

 

 

/s/ James A. Ajello

 

/s/ Tayne S. Y. Sekimura

James A. Ajello

 

Tayne S. Y. Sekimura

Senior Financial Vice President, Treasurer, and Chief Financial Officer

 

Senior Vice President and Chief Financial Officer

(Principal Financial Officer of HEI)

 

(Principal Financial Officer of HECO)

Date: March 1, 2010

 

Date: March 1, 2010

 

2


EX-16 2 a10-4820_1ex16.htm EX-16

Exhibit 16

 

[KPMG LLP letterhead]

 

March 1, 2010

 

Securities and Exchange Commission
Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We were previously principal accountants for Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. (collectively, Companies) and, under the date of February 19, 2010, we reported on the consolidated financial statements of the Companies as of and for the years ended December 31, 2009 and 2008, and the effectiveness of internal control over financial reporting as of December 31, 2009. On February 24, 2010, we were dismissed. We have read the Companies’ statements included under Item 4.01 of its Form 8-K dated February 23, 2010, and we agree with such statements, except that we are not in a position to agree or disagree with the Companies’ statement that the change was approved by the Audit Committees of the Boards of Directors of HEI and HECO and the Companies’ statements contained in the section “New independent registered public accounting firm.”

 

Very truly yours,

 

/s/ KPMG LLP

 

Honolulu, Hawaii

 


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