UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2005
Maryland 333-114552 43-2048643
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
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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 (see General Instruction A.2.):
|_| 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))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Prospect Energy Corporation (the "Company") filed a Form 8-K on January 10, 2005 (the "Initial 8-K") reporting the resignation of KPMG LLP ("KPMG") as the Company's independent auditors. In connection with the Initial 8-K, the Company provided KPMG with a copy of the disclosure the Company made with respect to the change in accountants. The Company requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether KPMG agreed with such disclosure. On January 19, 2005, the Company received from KPMG the letter addressed to the SEC. The letter is attached as Exhibit 16.1 hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
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16.1 Letter from KPMG to the SEC dated January 18, 2005
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This Form 8-K may contain, among other things, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to Prospect Energy's plans, objectives, expectations and intentions and other statements identified by words such as "may," "could," "would," "will," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans" or other similar expressions. We base such statements on currently available operating, financial and competitive information; such statements are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. You should not place undue reliance on such forward-looking statements, as they speak only as of the date on which they are made. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 on Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
PROSPECT ENERGY CORPORATION
(Registrant)
By:/s/ John F. Barry III
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Name: John F. Barry III
Title: Chief Executive Officer
Date: January 21, 2005
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EXHIBIT 16.1
[KPMG Letterhead]
January 18, 2005
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Prospect Energy Corporation (the Company) and, under the date of July 2, 2004, we reported on the financial statements of the Company as of June 24, 2004 and for the period from inception, April 13, 2004, through June 24, 2004. On January 4, 2005, we resigned. We have read the Company's statements included under Item 4.01(a) of its Form 8-K filed on January 10, 2005, and we agree with such statements, except as noted below. With respect to the Company's statement concerning our resignation in the first sentence of Item 4.01(a), we wish to clarify that we decided to resign because, based on our assessment of available resources and the expected future service needs of the Company, we concluded that we did not wish to continue as the Company's auditors. Also, with respect to the statements regarding the Company's internal investigation in the second and third sentences of Item 4.01(a), we wish to clarify that as of the date of our resignation, the Company's investigation was incomplete. Therefore, we had not performed any procedures to satisfy ourselves regarding the conduct or findings of the investigation. The attorneys conducting the investigation asked us whether we had any information regarding the alleged improprieties, and we responded that we had no such information. Furthermore, we wish to clarify the fourth sentence of Item 4.01(a) of the Company's Form 8-K which states that we reviewed the subsequent interim period. We have performed review procedures, in accordance with Statement on Auditing Standards No. 100, for the quarter ended September 30, 2004; however, we have not reviewed the subsequent period beginning October 1, 2004 through January 4, 2005, the date of our resignation. Finally, we are not in the position to agree or disagree with the statement, "The Company highly values the work of KPMG as its auditor and appreciates the valuable assistance they provided during the Company's initial public offering and thereafter."
Very truly yours,
KPMG LLP
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.