U.S.SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 333-35105
(Check One): |_| Form 10-K |_| Form 20-F
|_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1998
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: N/A
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: LOCKHART CARIBBEAN CORPORATION
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number): No. 44 Estate Thomas
City, State and Zip Code: St. Thomas, U.S. Virgin Islands 00802
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date;
and
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K or portion thereof, could not
be filed within the prescribed time period.
The Registrant is unable to file its Annual Report on Form 10-K within the
prescribed time period because the Registrant has experienced some difficulty in
compiling its financial records and other records necessary to complete its Form
10-K on a timely basis, primarily due to material acquisitions completed at the
end of 1998.
On December 31, 1998, the Registrant completed the acquisitions of Guardian
Insurance Company and of Heritage Insurance (Caribbean), Limited. In accordance
to Rule 305 of Regulation S-X, the Registrant's accountants prepared audited
financial statements for the last two fiscal years for both Guardian and
Heritage. In addition, management devoted substantial time and efforts towards
completing the audits for Guardian and Heritage and integrating their operations
with the Registrant's business. On March 15, 1999, the Registrant timely filed
the required audited financial statements of Guardian and Heritage under cover
of a Form 8-K/A.
The Registrant's independent accountants delivered the Registrant's audited
financial statements for 1998 on March 30, 1999. Management will not be able to
integrate the financial statements and prepare related financial disclosures
prior to April 1, 1999. Management is also still preparing revised disclosure
describing their business following the Guardian and Heritage acquisition.
Management anticipates filing its Form 10-K shortly.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas D. Twedt, (202) 776-2941
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
LOCHART CARIBBEAN CORPORATION
____________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 1999 By: /s/ John P. deJongh,Jr.
__________________________
John P. deJongh,Jr., President
