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 (Date of earliest event reported): May 28, 1997
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 (Commission File Number (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
Cedar House, 41 Cedar Avenue, Hamilton, HM 12, Bermuda
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(Address of principal executive offices)
Registrant's telephone number, including area code: 441-295-2244
Total sequentially numbered pages in this document: 6
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
1. Atlantic Central Enterprises Limited (the "Company") and Peat Marwick LLP
("KPMG") have mutually agreed to terminate their client-auditor relationship,
effective May 28, 1997.
2. The Report of KPMG on Pharma Patch PLC's consolidated financial
statements as of and for the fiscal year ended February 29, 1996 and the Report
of KPMG on the Company's balance sheet as of August 7, 1996 (an audit done in
connection with the proposed reorganization of Pharma Patch PLC) did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
3. In connection with either of the audits referred to in 2 above, and the
subsequent interim period through May 28, 1997, there were no disagreements with
KPMG on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference to the matter in
their reports.
4. The decision to terminate the client-auditor relationship between the
Company and KPMG was initiated by KPMG, and the Company's Board of Directors
accordingly, did not participate in the decision to change independent
accountants.
5. The Company has requested KPMG to furnish to it a letter addressed to the
Company stating whether it agrees with the above statements. A copy of that
letter dated May 30, 1997 is attached to this Form 8-K as Exhibit 16.1
6. On May 30, 1997, the Company engaged Moore Stephens, PC as its auditors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
16. Letter dated May 28, 1997, from KPMG
16.1 Letter dated May 30, 1997 from KPMG
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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.
ATLANTIC CENTRAL ENTERPRISES LIMITED
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(Registrant)
Date: May 30, 1997 By:/s/ Murray D. Watson
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Murray D. Watson
Chairman of the Board and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit Page
Number Description Number
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16. Letter dated May 28, 1997 from KPMG 5
16.1 Letter dated May 30, 1997 from KPMG 6
KPMG Peat Marwick LLP
New Jersey Headquarters Telephone 201 467 9650 Telefax 201 467 7930
150 John F. Kennedy Parkway Telex 136584
Short Hills, NJ 07078
May 28, 1997
Mr. Kenneth Howling
Chief Financial Officer
Atlantic Central Enterprises, Ltd.
c/o 51 Young Street
Suite 400
Toronto, Ontario MSE 1J1
Canada
Dear Mr. Howling:
This is to confirm that the client-auditor relationship between Atlantic
Central Enterprises, Ltd. (formerly Pharma Patch plc) and KPMG Peat Marwick LLP
has ceased.
Very truly yours,
/s/ KPMG Peat Marwick LLP
cc: Chief Accountant
Securities and Exchange Commission
KPMG Peat Marwick LLP
New Jersey Headquarters Telephone 201 467 9650 Telefax 201 467 7930
150 John F. Kennedy Parkway Telex 136584
Short Hills, NJ 07078
May 30, 1997
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Atlantic Central Enterprises
Limited (formerly Pharma Patch plc) and, under the date of May 9, 1996, we
reported on the consolidated financial statements of Atlantic Central
Enterprises Limited (formerly Pharma Patch plc) as of and for the year ended
February 29, 1996. On August 7, 1996, in connection with a proposed
reorganization, we reported on the balance sheet of Atlantic Central Enterprises
Limited as of August 7, 1996. On May 28, 1997, we resigned. We have read
Atlantic Central Enterprises Limited (formerly Pharma Patch plc) statements
included under Item 4 of its Form 8-K dated May 30, 1997, and we agree with such
statements except that we are not in a position to agree or disagree with
Atlantic Central Enterprises Limited's statement that it has engaged Moore
Stephens, PC as its auditors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
