ATLANTIC CENTRAL ENTERPRISES LTD
8-K, 1997-06-18
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                UNITED STATES 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:   June 4, 1997
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                     ATLANTIC CENTRAL ENTERPRISES LIMITED
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            (Exact name of registrant as specified in its charter)



        Bermuda                      0-21891            [Not Applicable]
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(State or other jurisdiction       (Commission         (I.R.S. Employer
of incorporation or organization)    File No.)         Identification No.)



            Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda
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       (Address of principal executive offices)               (Zip Code)




Registrant's telephone number, including area code:    (441) 295-2244
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                            (Not Applicable)
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        (Former name or former address, if changed since last report)



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                   ATLANTIC CENTRAL ENTERPRISES LIMITED


ITEM 5.    OTHER EVENTS.

      On June 5, 1997, Registrant's Board of Directors appointed Mr. John E.
McConnaughy, Jr. and Mr. Patrick J. Rooney to the Board.  Mr. McConnaughy was
named Chairman of the Board and Mr. Rooney was elected President and Chief
Executive Officer of the Registrant.

      In addition, on June 5, 1997, Registrant's Board of Directors accepted
the resignation of Mr. Murray D. Watson as President, Chief Executive Officer
and a Director and the resignation of Kevin J. Quinn as a Director.   Mr.
Watson will remain with the Registrant as President and Chief Executive
Officer of Registrant's subsidiary, ICON Centers for Cosmetic Surgery, Inc.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

(a)   EXHIBITS:  The following exhibits are filed with this Report.

#      Indicates exhibit filed with this Report     

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<CAPTION>

Exhibit 
Number      Description 
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<S>         <C>

#  99       Registrant's Press Release dated June 5, 1997.

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                                SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
Date:  June 16, 1997

                        ATLANTIC CENTRAL ENTERPRISES LIMITED
                             (Registrant)



                        By: /s/ Patrick J. Rooney
                            ----------------------------- 
                            Patrick J. Rooney, 
                               President and Chief Executive Officer




                                    -2-



                    ATLANTIC CENTRAL ENTERPRISES, LTD.

FOR IMMEDIATE RELEASE
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ATLANTIC CENTRAL ENTERPRISES, LTD. ANNOUNCES BOARD AND MANAGEMENT CHANGES

Hamilton, Bermuda - June 5, 1997, - Atlantic Central Enterprises, Ltd.
("Atlantic Central") (ALCN) announces the appointment of Mr. John E.
McConnaughy Jr. and Mr. Patrick J. Rooney to the Board of Directors.  Mr.
McConnaughy will become the Chairman of the Board and Mr. Rooney will become
President and Chief Executive Officer of the Company.  These appointments are
effective immediately.

Mr. Murray Watson, formerly Chairman, President and Chief Executive Officer
stated "we are very pleased to have Mr. McConnaughy and Mr. Rooney join the
Board of Directors.  Both gentlemen bring extensive international experience
to the Company and they will be instrumental in the future success of the
Company".  Mr. Watson will continue with the Company as the President and
Chief Executive Officer of Atlantic Central's subsidiary company, ICON Centers
for Cosmetic Surgery, Inc.

In a statement, Mr. Rooney said "Atlantic Central is positioned as a
consolidator.  A consolidator is in the roll-up business.  Roll-ups occur in
fragmented industries where value-added can be infused by the consolidator
after an acquisition strategy is implemented.  Atlantic Central will not only
develop medical related concepts but will also look for opportunities in
unrelated diverse and fragmented major markets.  Atlantic Central starts this
new strategy with substantial equity interests in two early stage companies. 
Vista Technologies, Inc., a laser vision correction (LVC) centers developer
and a consolidator of laser refractive surgeons and ICON Centers for Cosmetic
Surgery, Inc., a consolidator of aesthetic physicians.

Atlantic Central Enterprises, Ltd. is an international company dedicated to
building a group of companies through strategic acquisitions and
consolidations of companies where value-added can be infused from a central
core.  Atlantic Central is currently the controlling shareholder of Vista
Technologies, Inc. (VIII) whose subsidiaries, Vista Laser Centers, perform
laser vision correction. Atlantic Central is also a shareholder in Technical
Chemical and Products, Inc. (TCPI).  Atlantic Central is additionally the
controlling shareholder of ICON Centers for Cosmetic Surgery, Inc., a
physician practice management company.

The statements made in this press release may contain certain forward looking
statements that may involve a number of risks and uncertainties.  Actual
events or results may differ from Atlantic Central's expectations.  In
addition to the matters described in this press release, risk factors listed
from time to time in Atlantic Central's Securities and Exchange Commission
reports including, but not limited to, Forms 10-K and 10-Q, Annual and
Quarterly Reports, its Prospectus dated December 18, 1996, and other such
filings, may affect the results achieved by Atlantic Central Enterprises, Ltd.



For further information contact: 
       Kenneth G. Howling, Vice President, Finance & CFO
       Tel: (416) 364-0012           Fax: (416) 364-7636

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             Cedar House 41 Cedar Ave., Hamilton, HM 12 Bermuda



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