8-K 1 a2048085z8-k.txt 8-K 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 (Date of earliest event reported): April 30, 2001 Commission Registrant, State of Incorporation, IRS Employer File Number Address, and Telephone Number Identification No. ----------- ----------------------------- ------------------ 2-26720 LOUISVILLE GAS AND ELECTRIC COMPANY 61-0264150 (A Kentucky Corporation) 220 West Main Street P.O. Box 32010 Louisville, Ky. 40232 (502) 627-2000 1-3464 KENTUCKY UTILITIES COMPANY 61-0247570 (A Kentucky and Virginia Corporation) One Quality Street Lexington, Kentucky 40507-1428 (606) 255-2100 This combined Form 8-K is separately filed by Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf and each registrant makes no representation as to information relating to the other registrant. ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANTS (a) On December 11, 2000, Powergen plc, a public limited company registered in England and Wales ("Powergen"), completed its merger transaction involving LG&E Energy Corp. ("LG&E Energy"). As a result of this transaction, LG&E Energy became an indirect, wholly-owned subsidiary of Powergen; (b) PricewaterhouseCoopers LLP was the independent accountant of Powergen prior to the acquisition and has continued in such engagement. Arthur Andersen LLP was the certifying accountant for LG&E Energy's subsidiaries, Louisville Gas and Electric Company, a Kentucky corporation, and Kentucky Utilities Company, a Kentucky and Virginia corporation (collectively, the "Registrants"); (c) Effective April 30, 2001, the Registrants appointed PricewaterhouseCoopers LLP as independent certifying accountants for the year ended December 31, 2001. The Boards of Directors and audit committees of the Registrants shall consider and review this decision to appoint PricewaterhouseCoopers LLP in connection with their next meetings; (d) Arthur Andersen LLP was notified of their dismissal on April 30, 2001; (e) The reports of Arthur Andersen LLP on the Registrants' respective financial statements for the two years ended December 31, 2000 and 1999, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles; (f) In connection with the audits of the Registrants' respective financials statements for each of the years ended December 31, 2000 and 1999, and through April 30, 2001, there were no disagreements with Arthur Andersen LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused the firm to make reference to the matter in their reports; (g) The Registrants have requested Arthur Andersen LLP to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter is attached as Exhibit 16 to this report. ITEM 7(c). EXHIBITS FILED 16 Letter of Arthur Andersen LLP 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. LOUISVILLE GAS AND ELECTRIC COMPANY Dated: May 7, 2001 BY: /s/ John R. McCall ------------------------------------ Executive Vice President, General Counsel and Corporate Secretary 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. KENTUCKY UTILITIES COMPANY Dated: May 7, 2001 BY: /s/ John R. McCall ------------------------------------ Executive Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX LOUISVILLE GAS AND ELECTRIC COMPANY KENTUCKY UTILITIES COMPANY Current Report on Form 8-K Dated April 30, 2001 EXHIBITS EXHIBIT NO. DESCRIPTION 16 Letter of Arthur Andersen LLP