PPL Form 8-K/A March 3, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November 10,
2005
Commission
File
Number
|
Registrant;
State of Incorporation;
Address
and Telephone Number
|
IRS
Employer
Identification
No.
|
|
|
|
1-11459
|
PPL
Corporation
(and
the PPL Employee Stock Ownership Plan)
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-2758192
|
|
|
|
333-74794
|
PPL
Energy Supply, LLC
(Exact
name of Registrant as specified in its charter)
(Delaware)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-3074920
|
|
|
|
1-905
|
PPL
Electric Utilities Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-0959590
|
|
|
|
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:
[ ]
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
[ ]
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
[ ]
|
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Explanatory
Note
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on
November 16, 2005 by PPL Corporation (the “Company”) and its two subsidiaries
PPL Energy Supply, LLC and PPL Electric Utilities Corporation (collectively
with
the Company, the “Registrants”) to reflect that PricewaterhouseCoopers
LLP (“PwC”) has been dismissed as the independent registered public
accounting firm for the Registrants and the PPL Employee Stock Ownership Plan
(“ESOP”).
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in Registrant's Certifying Accountant
(a)
Effective March 3, 2006, following the solicitation process described below,
the
Company dismissed PwC as the independent registered public accounting firm
for
the Registrants. The Registrants had previously announced that the Audit
Committee of the Company’s Board of Directors (the “Audit Committee”) had
determined on November 10, 2005 that PwC would be dismissed as the Registrants’
independent registered public accounting firm effective
upon the completion of its procedures regarding the financial statements of
each
of the Registrants as of and for the year ended December 31, 2005 and the 2005
Annual Report on Form 10-K (in which such financial statements are included).
PwC completed its procedures on March 3, 2006, coincident
with the filing of the Registrants’ 2005 Annual Reports on Form 10-K. On January
18, 2006, PwC was notified of its dismissal as the independent registered public
accounting firm of the ESOP effective January 13, 2006.
PwC’s
reports on the financial statements of the Registrants for the fiscal years
ended December 31, 2004 and 2005 and of the ESOP for the fiscal years ended
December 31, 2003 and 2004 did not contain any adverse opinion or a disclaimer
of opinion, nor were such reports qualified or modified as to uncertainty,
audit
scope or accounting principle. During the fiscal years ended December 31, 2004
and 2005 and through March 3, 2006, with respect to the Registrants, and during
the fiscal years ended December 31, 2003 and 2004 and through January 13, 2006,
with respect to the ESOP, (1) there were no disagreements with PwC on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
PwC,
would have caused PwC to make reference thereto in its reports on the financial
statements of the Registrants or the ESOP for such years, and (2) there have
been no “reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K.
The
Company has provided a copy of the above disclosures to PwC and requested PwC
to
provide it with a letter addressed to the Securities and Exchange Commission
stating whether or not PwC agrees with those disclosures. A copy of PwC’s
letter, dated March 3, 2006, confirming its agreement with those disclosures
is
attached as Exhibit 16.1 to this Current Report on Form 8-K/A.
(b)
Also
as previously announced, on November 10, 2005, the Audit Committee appointed
Ernst & Young LLP (“Ernst & Young”) as the independent registered public
accounting firm for the Registrants as of and for the fiscal year ending
December 31, 2006. This appointment followed a solicitation and review process
conducted by PPL pursuant to the Audit Committee’s previously announced policy
to solicit competitive proposals for audit services from independent accounting
firms at least once every seven years. During the fiscal years ended December
31, 2004 and 2005, and prior to its engagement, (1) Ernst & Young had not
been engaged as the principal accountant of the Registrants to audit their
financial statements or as an independent accountant to audit a significant
subsidiary of the Registrants, and (2) none of the Registrants had consulted
with Ernst & Young regarding (a) the application of accounting principles to
any completed or proposed transaction, (b) the type of audit opinion that might
be rendered on the Registrants’ financial statements for such periods, or (c)
any other accounting, auditing or financial reporting matter described in Items
304(a)(2)(i) and (ii) of Regulation S-K.
On
January 13, 2006, Parente Randolph LLP (“Parente Randolph”) was appointed as the
independent registered public accounting firm for the ESOP as of and for the
fiscal year ended December 31, 2005. During the fiscal years ended December
31,
2003 and 2004, and prior to its engagement, (1) Parente Randolph had not been
engaged as the principal accountant of the ESOP to audit the ESOP’s financial
statements, and (2) the ESOP had not consulted with Parente Randolph regarding
(a) the application of accounting principles to any completed or proposed
transaction, (b) the type of audit opinion that might be rendered on the ESOP’s
financial statements for such periods, or (c) any other accounting, auditing
or
financial reporting matter described in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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16.1
-
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Letter
of PricewaterhouseCoopers LLP, dated March 3, 2006, to the Securities
and
Exchange Commission.
|
SIGNATURE
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 hereunto
duly
authorized.
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PPL
CORPORATION
|
|
|
|
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By:
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/s/
Paul A. Farr
Paul
A. Farr
Senior
Vice President-Financial
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PPL
ENERGY SUPPLY, LLC
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|
|
|
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By:
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/s/
Paul A. Farr
Paul
A. Farr
Senior
Vice President
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PPL
ELECTRIC UTILITIES CORPORATION
|
|
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By:
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/s/
Paul A. Farr
Paul
A. Farr
Senior
Vice President-Financial
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Dated: March
3,
2006