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): August 5, 1998
LOCKHART CARIBBEAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
U.S. Virgin Islands
(State or Other Jurisdiction of Incorporation or Organization)
333-35105 65-0491618
Commission File Number) (I.R.S. EmployerIdentification Number)
No. 44 Estate Thomas
St. Thomas, U.S. Virgin Islands 00801
(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code (340) 776-1900
<PAGE>
Item 5. Other Events.
On August 5, 1998, the Registrant issued a press release
regarding the acquisition of two insurance companies. A copy of the Registrant's
press release has been filed as Exhibit 99.1 to this report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business acquired.
Not required.
(b) Pro form financial information
Not required
(c) Exhibits
99.1 Press Release dated August 5, 1998
<PAGE>
SIGNATURES
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.
Dated: August 26, 1998 LOCKHART CARIBBEAN CORPORATION
By: /s/ John P. deJongh, Jr.
-------------------------
John P. deJongh, Jr.
President and Chief Operating
Officer
Exhibit 99.1
August 5, 1998
LOCKHART CARIBBEAN CORPORATION
No. 44 Estate Thomas, P.O. Box 7020
St. Thomas, U.S. Virgin Islands 00801
phone (340) 776-1900 fax (340) 776-1940
www.lockhart.com
Contact: Christine O'Keefe
email: [email protected]
FOR IMMEDIATE RELEASE:
LOCKHART CARIBBEAN EXPANDS
ITS FINANCIAL SERVICES
BY ACQUIRING TWO INSURANCE COMPANIES
(St. Thomas, USVI) John P. de Jongh, Jr., President and Chief Operating Officer
of Lockhart Caribbean Corporation ("Lockhart Caribbean"), announced today that
Lockhart Caribbean has signed definitive agreements to acquire all the
outstanding common stock of Guardian Insurance ("Guardian"), a U.S. Virgin
Islands-based insurance company, and Heritage Insurance ("Heritage"), a British
Virgin Islands incorporated company, for a combination of cash and Class A
Common Stock in Lockhart Caribbean. The parties expect to consummate the
acquisition no later than October 31, 1998.
"Ownership of these two insurance companies complements our recently
acquired Premium Finance Company of the V.I., Inc. and its Eastern Caribbean
subsidiary, PFC-EC, which are in the business of financing individual and
business insurance premiums," noted de Jongh. "The purchase of Heritage and
Guardian continues Lockhart's diversification into financial services, both here
in the U.S.V.I. and throughout the Eastern Caribbean, a world with which we are
familiar and have many ties. On the financial side, based on 1997 figures from
Guardian and Heritage, immediately with this acquisition, and before taking
account of our plans for growth in future years throughout the Eastern
Caribbean, Lockhart Caribbean stands to more than double its revenues on an
annualized basis, with significant contribution to net income as well,"
continued Mr. de Jongh. Prior to joining LCC, Mr. de Jongh served as
Commissioner of Finance for the Government of the Virgin Islands, as Executive
Assistant to the Governor of the U.S. Virgin Islands, and Vice President with
Chase Manhattan Bank.
<PAGE>
"The purchase of the two insurance companies is a means of diversifying
Lockhart Caribbean's revenue stream and geographic concentration and is a
vehicle to tap into the consumer financial services area in the Caribbean
region," stated Wesley S. Williams, Jr., Esq., Co-Chairman of the Board and
Co-Chief Executive Officer of Lockhart. Mr. Williams, a partner in Covington and
Burling in Washington, D.C., has an advanced degree in insurance law from
Columbia University in New York City, was an adjunct professor of finance and
financial services at Georgetown Law, and is senior member of the Board of Penn
Mutual Life Insurance Company, which he has served as trustee and consultant for
20 years. "This is an ideal marriage of the strong assets held by Lockhart, one
of the oldest and largest property owner/developer businesses in the U.S. Virgin
Islands, and the strong revenues generated by Guardian and Heritage Insurance
Companies," continued Williams.
According to George H. T. Dudley, Esq., Co-Chairman of the Board and
Co-Chief Executive Officer of Lockhart, Lockhart will continue to maintain its
commercial property ownership and development business in the U.S. Virgin
Islands. "The U.S. Virgin Islands is Lockhart's home, and has been its place of
business for 115 years. The decision to purchase businesses that carry us
further into the Caribbean only strengthens and supports our home base here in
the U.S.V.I., and helps to insure our long term financial strength and our
ability to continue our historic development activity for the improvement of our
own community." Dudley also is the founder of the U.S. Virgin Islands' largest
law firm, Dudley, Topper and Feuerzeig and his personal practice focuses on
consumer finance and banking. "Our management team's vast expertise in law,
banking, and insurance, and our real property assets, which can be used to
strengthen the insurance and other financial services businesses, are being
teamed with the lifelong careers and expertise of the senior management of
Guardian and Heritage - Raymond Fournier, Octavio Estrada, Warner Bowers, Karen
John and Celso Vargas - in the insurance field, and their potential for
addressing the large, but under-served Spanish-speaking market," continued
Dudley.
Guardian Insurance was formed in 1984, and is authorized to write personal
and commercial lines of insurance in the U.S. Virgin Islands. "The tenor of the
initial approach by Lockhart Caribbean concerning our willingness to entertain a
sale, together with our ensuing discussions about areas of opportunities, our
<PAGE>
commitment to our existing customers, agent relationships and markets, gave us
the assurance that Lockhart Caribbean will provide an even stronger foundation
to Guardian's commitment to provide this territory with quality and
dependability in insurance offerings and customer services," noted Mr. Raymond
Fournier, President of Guardian. "My family has enjoyed a very special
relationship with the Virgin Islands community, and through the commitment and
dedication of our staff, we have grown this company to become an integral part
of it. I believe that our combination with Lockhart Caribbean, with its history
and staff, gives the community two entities that are committed to the territory
and its long-term future and betterment." Guardian's primary lines of business
include automobile physical damage and automobile liability coverage. Guardian
has offices in St. Thomas and St. Croix, and is one of the oldest domestic
insurance companies in the U.S. Virgin Islands. Lockhart intends to retain
existing management and staff of both Guardian and Heritage, led by Mr. Raymond
Fournier, President, and Mr. Octavio Estrada, Executive Vice President.
Heritage Insurance was formed in 1992, and is organized under the laws of
the British Virgin Islands, as a property and casualty insurer authorized to
originate risks located in the British Virgin Islands, the Turks and Caicos
Islands, and Anguilla, W.I. Heritage has offices in the British Virgin Islands
and the Turks and Caicos Islands. Guardian and Heritage have, combined, 27
employees.
On February 4, 1998, Lockhart Caribbean Corporation's registration
statement for an initial public offering was declared effective by the U.S.
Securities and Exchange Commission (the "SEC"). Shortly thereafter, the Company
commenced accepting subscriptions for units consisting of shares of the
Company's Class A Common Stock and warrants. Although the announced initial
subscription period (one year) has another six months to run, Lockhart
Caribbean, as a result of the acquisition of Guardian and Heritage, is now
legally required to suspend its offering - and to cease accepting subscriptions
- - until an extensive post-effective amendment to its registration statement
covering these acquisitions has been filed with the SEC and itself declared
effective.
* * * *
Lockhart Caribbean Corporation ("LCC"), headquartered on St. Thomas, is the
largest owner of shopping centers in the U.S. Virgin Islands, and is one of the
<PAGE>
largest owners of undeveloped land on St. Thomas, variously zoned for commercial
and residential development. LCC, through various wholly-owned subsidiaries,
owns, operates, and develops shopping centers and other commercial real estate,
primarily on the islands of St. Thomas and St. Croix. LCC currently owns and
operates seven shopping centers and three commercial parks, and has additional
projects in various stages of development. LCC also owns Premium Finance Company
of the V.I., Inc. and its wholly-owned subsidiary, PFC-EC, which, together,
engage in insurance premium financing in the U.S. and British Virgin Islands and
throughout the Eastern Caribbean.
Information about Lockhart Caribbean Corporation - its history, properties,
current operations, plans for the future, and its management team - can be found
on the company's website: www.lockhart.com.
Inquiries can be made directly to Lockhart's Vice President for Investor
Relations, Christine O'Keefe, at the Lockhart Caribbean Corporation's offices,
telephone no. 340-776- 1900, facsimile no. 340-776-1940, email
[email protected].
* * * *
This press release contains forward-looking statements that are subject to risks
and uncertainties. The Company's actual results could differ materially from
those discussed in such forwardlooking statements, due to various factors which
are outside the Company's control. Factors that could affect performance include
those summarized under the caption "Risk Factors" in the Prospectus included
with the Company's Registration Statement (Registration No. 33-35105) and the
Company's other reports filed with the SEC.
