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
PROSPECT ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 333-114552 43-2048643
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
10 East 40th Street, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
(212) 448-0702
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(Registrant's telephone number, including area code)
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
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.
1
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