LOCKHART CARIBBEAN CORP
8-K, 1999-02-03
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       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): February 3, 1999
                           ---------------------------

                         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. Employer Identification Number)


                  No. 44 Estate Thomas
             St. Thomas, U.S. Virgin Islands              00802
             ---------------------------------          -----------
          (Address of Principal Executive Officers)     (Zip Code)
 


       Registrant's telephone number, including area code: (340) 776-1900
      ---------------------------------------------------------------------


<PAGE>




Item 5.  Other Events.

     In August 1998, we suspended our best efforts  offering of units consisting
of one share of Class A common stock and one warrant to purchase  one-tenth of a
share of Class A common  stock.  Due to adverse  market  conditions  for initial
public offerings  generally and the under- performance of the real estate sector
of the market in particular,  as well as other factors,  we are  terminating our
offering.

     Our prospectus  indicates that the offering of the units would terminate no
later  than  February  4, 1999.  In order to sell any  units,  we had to receive
subscriptions  totaling $7.5 million.  We had not received the requisite minimum
subscriptions  when we suspended  the  offering in August.  We will now promptly
return all subscription funds held in escrow,  including interest earned on such
funds.



<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: February 3, 1999            LOCKHART CARIBBEAN CORPORATION


                                   By:  /s/ John P. deJongh, Jr.
                                        ------------------------
                                        John P. deJongh, Jr.
                                        President and Chief Operating Officer



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