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): July 4, 1998
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LOCKHART CARIBBEAN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
U.S. Virgin Islands
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(State or Other Jurisdiction of Incorporation or Organization)
333-35105 65-0491618
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(Commission File (I.R.S. Employer
Number) Identification Number)
No. 44 Estate Thomas
St. Thomas,
U.S. Virgin Islands 00802
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(Address of Principal (Zip Code)
Executive Officers)
Registrant's telephone number, including area code (340) 776-1900
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
(i) The Audit and Compliance Committee of the Registrant's
Board of Directors recommended that Price Waterhouse LLP be
engaged as the Registrant's principal independent accountants
in place of Ernst & Young LLP, and the Board of Directors
unanimously approved the appointment of Price Waterhouse for
the fiscal years ended December 31, 1998 through December 31,
2000. On July 4, 1998, the shareholders of the Registrant
ratified the appointment of Price Waterhouse as the
Registrant's independent accountants.
(ii) The accountants' reports of Ernst & Young on the
Registrant's financial statements for each of the two most
recent fiscal years ended December 31, 1997 and December 31,
1996, did not contain an adverse opinion or a disclaimer of
opinion, nor were the reports modified or qualified as to
uncertainty, audit scope, or accounting principles.
(iii) During the Registrant's two most recent fiscal years and
the interim period preceding this report, there have been no
disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Ernst & Young would have
caused them to make reference thereto in their report.
(iv) During the Registrant's two most recent fiscal years and
the interim period preceding this report, there have been no
reportable events, as defined in Regulation S-K, Item
304(a)(1)(v).
(b) New Independent Accountants
The Registrant engaged Price Waterhouse as its new
independent accountants as of July 4, 1998. During the
Registrant's two most recent fiscal years and any subsequent
interim period, the Registrant has not consulted with Price
Waterhouse on items which (1) are described in Regulation S-K
Item 304(a)(2)(i) or (2) concerned the subject matter of a
disagreement or reportable event with the former accountants,
as described in Regulation S-K Item 304(a)(2)(ii).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16 Letter dated July 9, 1998, from Ernst & Young LLP, the
Registrant's former accountants, to the SEC.
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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: July 10, 1998 LOCKHART CARIBBEAN CORPORATION
By: /s/ John P. deJongh, Jr.
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John P. deJongh, Jr.
President and Chief Operating
Officer
Exhibit 16
[Ernst & Young LLP letterhead]
July 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentleman:
We have read Item 4 of Form 8-K dated July 4, 1998 of Lockhart
Caribbean Corporation and are in agreement with the statements contained in Item
4(a) as they pertain to our firm. We have no basis to agree or disagree with the
other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
