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): FEBRUARY 19, 2002
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ORION POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16077 52-2087649
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
C/O RELIANT RESOURCES, INC.
1111 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 230-3500
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Following the acquisition of Orion Power Holdings, Inc. ("Orion") by
Reliant Resources, Inc. ("RRI") on February 19, 2002, Orion dismissed Arthur
Andersen LLP ("Andersen") as its independent public accountants and engaged
Deloitte & Touche LLP ("Deloitte") to serve as the independent public
accountants for Orion effective as of February 19, 2002. Deloitte also serves as
Reliant's independent public accountants. Orion's board of directors has
participated in and approved the decision to dismiss Andersen and engage
Deloitte.
Andersen's reports on Orion's consolidated financial statements for the
past two fiscal 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.
During Orion's two most recent fiscal years and through February 19,
2002, there were no disagreements between Orion and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter of the disagreement(s) in
connection with their report on Orion's consolidated financial statements for
such years; and there were no reportable events, as defined in Item 304(a)(1)(v)
of Regulation S-K under the Securities Act of 1933, as amended.
Orion has provided Andersen with a copy of the foregoing disclosure.
Attached as Exhibit 16 to this Form 8-K is a copy of Andersen's letter stating
its agreement with the foregoing disclosure.
During Orion's two most recent fiscal years and through February 19,
2002, Orion did not consult Deloitte & Touche LLP 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
Orion's consolidated financial statements, or any other matters or reportable
events required to be disclosed pursuant to Items 304(a)(2)(i) and (ii) of
Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
16 Arthur Andersen Letter dated March 15, 2002.
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SIGNATURE
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.
ORION POWER HOLDINGS, INC.
Date: May 15, 2002 By: /s/ C. Ronald Greenman, Jr.
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C. Ronald Greenman, Jr.
Controller
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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16 Arthur Andersen Letter dated March 15, 2002.