-----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, DDu5PyxZjeSzGbNw7ch1VfuhUOd5Dku9ruxNF7t/zwSUohigZqo9e08euIa/1Pa+ q8EcZo9F7NI3yGfJJPARIg== 0000899652-02-000038.txt : 20020430 0000899652-02-000038.hdr.sgml : 20020430 ACCESSION NUMBER: 0000899652-02-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020430 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000020290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 310240030 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01232 FILM NUMBER: 02627718 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST ROOM 362-ANNEX STREET 2: PO BOX 960 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872291 MAIL ADDRESS: STREET 1: 139 E. FOURTH ST. STREET 2: PO BOX 960 CITY: CINCINNATTI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 02627719 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION LIGHT HEAT & POWER CO CENTRAL INDEX KEY: 0000100858 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 310473080 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-07793 FILM NUMBER: 02627721 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST STREET 2: C/O TREASURER DEPT, PO BOX 960 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133812000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSI ENERGY INC CENTRAL INDEX KEY: 0000081020 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 350594457 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03543 FILM NUMBER: 02627722 BUSINESS ADDRESS: STREET 1: 1000 EAST MAIN STREET STREET 2: PO BOX 960 CITY: PLAINFIELD STATE: IN ZIP: 46168 BUSINESS PHONE: 3178399611 MAIL ADDRESS: STREET 1: 1000 EAST MAIN STREET STREET 2: PO BOX 960 CITY: PLAINFIELD STATE: IN ZIP: 46168 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC SERVICE CO OF INDIANA INC DATE OF NAME CHANGE: 19900509 8-K 1 form8k.txt 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, 2002 CINERGY CORP. (Exact Name of Registrant as Specified in Its Charter) Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-11377 CINERGY CORP. 31-1385023 (A Delaware Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 1-1232 THE CINCINNATI GAS & ELECTRIC COMPANY 31-0240030 (An Ohio Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 1-3543 PSI ENERGY, INC. 35-0594457 (An Indiana Corporation) 1000 East Main Street Plainfield, Indiana 46168 (513) 421-9500 2-7793 THE UNION LIGHT, HEAT AND POWER COMPANY 31-0473080 (A Kentucky Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 Item 4. Change in Registrant's Certifying Accountant The Audit Committee of the Board of Directors of Cinergy Corp. has continually monitored Arthur Andersen LLP's situation and reexamined whether continued retention of Arthur Andersen as our outside auditors is appropriate. As recommended by Cinergy's Audit Committee, Cinergy's Board of Directors on April 26, 2002 decided that effective upon completion of Arthur Andersen's review of the first quarter 2002 financial information and related regulatory filings and services, Cinergy will dismiss Arthur Andersen as Cinergy's and its subsidiaries, The Cincinnati Gas & Electric Company, PSI Energy, Inc. and The Union Light, Heat and Power Company (collectively, the "Registrants"), independent public accountant. The Board of Directors, upon the recommendation of the Audit Committee, approved the selection of Deloitte & Touche LLP to serve as the Registrants' independent public accountant for the 2002 fiscal year. The engagement of Deloitte & Touche is subject to execution of a final definitive agreement. Arthur Andersen's reports on the Registrants' financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits for the two most recent fiscal years and through the date hereof, there have been no disagreements with Arthur Andersen 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 Arthur Andersen, would have caused Arthur Andersen to make reference thereto in its report on the Registrants' financial statements for such years. Also, during those years, there have been no "reportable events," as such term is used in Item 304(a)(1)(v) of Regulation S-K. The Registrants provided Arthur Andersen a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission. Arthur Andersen has provided the Registrants with a letter dated April 30, 2002, addressed to the Commission, stating its agreement with the statements contained herein. A copy of such letter is filed as Exhibit 16 hereto. During the years ended December 31, 2001 and 2000 and through the date hereof, the Registrants did not consult Deloitte & Touche with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrants' financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CINERGY CORP. THE CINCINNATI GAS & ELECTRIC COMPANY PSI ENERGY, INC. THE UNION LIGHT, HEAT AND POWER COMPANY Dated: April 30, 2002 By /s/BERNARD F. ROBERTS Name: Bernard F. Roberts Title: Vice President and Comptroller (Principal Accounting Officer) EXHIBIT INDEX Exhibit Description Number 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated April 30, 2002 99 Press release dated April 30, 2002 EX-99 3 exhibit16.txt EXHIBIT 16 April 30, 2002 Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made in the second and third paragraphs of Item 4, to be included in the Form 8-K jointly filed by Cinergy Corp., The Cincinnati Gas & Electric Company, PSI Energy, Inc., and The Union Light, Hear and Power Company, dated April 30, 2002, to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP mkc cc: Mr. R. Foster Duncan, Executive Vice President and Chief Financial Officer EX-99 4 exhibit99.txt EXHIBIT 99 CINERGY SELECTS DELOITTE & TOUCHE AS INDEPENDENT ACCOUNTANTS CINCINNATI - Cinergy Corp. (NYSE:CIN) announced today that its board of directors has selected Deloitte & Touche as its independent public accountant for the fiscal year 2002. Deloitte & Touche replaces Arthur Andersen LLP. The board acted upon the recommendation of its audit committee which had reviewed the qualifications of other "Big Five" accounting firms as part of its on-going corporate governance process. Earlier in the year, the company said it was engaged in a review of developments concerning Andersen and was tracking closely the uncertainty surrounding the firm, as well as developments affecting all auditing firms. "While we have received an excellent level of service from Andersen's Cincinnati office, the uncertainties facing Andersen led us to conclude that this action is in the best interest of the company at this time," said R. Foster Duncan, executive vice president and chief financial officer of Cinergy. "Deloitte & Touche has shown our board and management that it has the depth of experience and knowledge, as well as high quality people, to dedicate to our account. The transition to Deloitte & Touche will begin in May." The change of independent public accountants is not the result of any disagreement between the company and Andersen on matters of accounting principles or practices, financial statement disclosure or auditing scope and procedure. Cinergy Corp. has a balanced, integrated portfolio consisting of two core businesses: Regulated Operations and Energy Merchant. Cinergy owns regulated delivery operations in Ohio, Indiana, and Kentucky that serve 1.5 million electric customers and about 500,000 gas customers. In addition, its Indiana regulated operations own 6,000 megawatts of generation. Cinergy's Energy Merchant business is a Midwest leader in low-cost generation owning 7,000 megawatts of capacity with a profitable balance of stable existing customer portfolios, new customer origination, marketing and trading, and industrial-site cogeneration. The "into Cinergy" power-trading hub is the most liquid trading hub in the nation. ### -----END PRIVACY-ENHANCED MESSAGE-----