8-K/A 1 NRG GENERATING FORM 8-K/A 1 THIS AMENDMENT TO FORM 8-K AMENDS THE REGISTRANT'S FORM 8-K AS FILED ON MAY 7, 1996, TO INCLUDE EXHIBIT 16. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM 8-K/A 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, 1996 NRG GENERATING (U.S.) INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-9208 59-2076187 ---------------------------------- -------------------------------- ---------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 1221 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55403 --------------------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 373-5300 ------------------------------------------------------------
O'BRIEN ENVIRONMENTAL ENERGY INC., 225 SOUTH EIGHTH STREET, ----------------------------------------------------------- PHILADELPHIA, PA 19106 (Former name or former address, if changed since last report) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. In April 1996, the Company selected Price Waterhouse LLP ("Price Waterhouse") to audit the Company's consolidated financial statements and dismissed the firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), which previously had served as the Company's principal accountant. The Company's Board of Directors approved the decision to change accountants at a meeting on April 30, 1996. The accountant's report issued by Coopers & Lybrand on the Company's financial statements for the 1994 consolidated financial statements did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except with respect to: 1) certain litigation for which the ultimate outcome could not be determined at the time; and 2) the Company's ability to continue as a going concern. An accountant's report was not issued for the fiscal year ended June 30, 1995. The Company believes that during its 1994 and 1995 fiscal years and the portion of the 1996 fiscal year up to the date of the dismissal, there were no disagreements between the Company and Coopers & Lybrand on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to make reference to the subject matter of the disagreements in connection with its report. The Company has provided this disclosure to Coopers & Lybrand and requested that Coopers & Lybrand furnish the Company with a letter addressed to the Securities and Exchange Commission (the "SEC") stating that Coopers & Lybrand agrees with the above statements. During its 1994 and 1995 fiscal years and the portion of the 1996 fiscal year up to the date of the engagement, the Company did not consult with Price Waterhouse regarding the application of accounting principles, the type of audit opinion or other information considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits (16) Letter of Coopers & Lybrand L.L.P. to the Securities and Exchange Commission dated May 10, 1996. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRG GENERATING (US.) INC. /s/ Leonard A. Bluhm ------------------------------------- Leonard A. Bluhm President and Chief Executive Officer Date: May 20, 1996 3 4 EXHIBITS TO FORM 8-K EXHIBITS INDEX ITEM NUMBER DESCRIPTION 16 Letter of Coopers & Lybrand L.L.P. to the Securities and Exchange Commission dated May 10, 1996. EX-16 2 LETTER OF COOPER'S AND LYBRAND 1 EXHIBIT 16 Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania 19103 May 10, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read the statements made by NRG Generating (U.S.) Inc., formerly O'Brien Environmental Energy, Inc., (the "Registrant") (copy attached), which we understand have been filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K report for the month of April 1996. With respect to the statements concerning Coopers & Lybrand L.L.P. (the "Firm") contained in such Form 8-K, we believe the following clarification should be made: a. We were not notified by the Registrant as to the dismissal of the Firm as the Registrant's independent accountants until May 6, 1996. b. To our knowledge, the Registrant has not filed periodic reports with the Securities and Exchange Commission since the filing of the Registrant's 10-K for the fiscal year end June 30, 1994. Such Form 10-K included our report dated October 7, 1994, which was issued on October 13, 1994. c. We agree with the Registrant's statements concerning the lack of disagreements during its 1994 fiscal year and the portion of its 1995 fiscal year prior to October 13, 994. We were not engaged to audit the financial statements of the Registrant for the fiscal year ended June 30, 1995 or for any periods thereafter. Therefore, we are not knowledgeable of events that may have taken place during the 1995 fiscal year subsequent to the issuance of our report on our audit of the financial statements for the year ending June 30, 1994, or the portion of the 1996 fiscal year up to the date of our dismissal. We were not consulted by the Registrant during the period from October 13, 1994 to the date of our dismissal on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. Therefore, we cannot comment upon matters arising during such period. Very truly yours, /s/ Coopers & Lybrand L.L.P. ----------------------------- Coopers & Lybrand L.L.P.