<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K/A-1
------------
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 16, 1999 (Amending Form 8-K filed on April 19, 1999)
SEAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 000-05667 64-0769296
- ------------------------------- ---------------------- ---------------------------------------
<S> <C> <C>
(State orother jurisdiction of Commission File Number (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
5601 N. Dixie Highway, Suite 411
Fort Lauderdale, Florida 33334
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(954) 771-5402
----------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
<PAGE>
This report amends the Form 8-K filed on April 19, 1999 to report the
acquisition of all of the outstanding shares of OH, Inc. in exchange for
approximately 91% of the outstanding shares of the Registrant under Items 2 and
7(c). Filed herewith are the consolidated financial statements of OH, Inc.
required to be presented. No pro-forma financial information is required to be
presented because of the nature of the operations of Seal Holdings Corporation
at the time of closing of the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Business Acquired
The following audited financial statements are filed with this report:
Report of Independent Certified Public Accountants............................1
Financial Statements
Consolidated Balance Sheets - December 31, 1997 and 1998 and
March 31, 1999 (Unaudited).................................................2
Consolidated Statements of Operations - Years ended December 31,
1997 and 1998, and the Three Months ended March 31, 1998
(Unaudited) and 1999 (Unaudited)...........................................3
Consolidated Statements of Shareholder's Equity (Deficit) - Years
ended December 31, 1997 and 1998, and the Three Months ended
March 31, 1999 (Unaudited).................................................4
Consolidated Statements of Cash Flows - Years ended December 31,
1997 and 1998, and the Three Months ended March 31, 1998
(Unaudited) and 1999 (Unaudited)...........................................5
Notes to Consolidated Financial Statements December 31, 1998..................6
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
OH, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of OH, Inc. and
subsidiaries (the Company) and its predecessors as of December 31, 1997 and
1998, and the related statements of operations, shareholder's equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of OH, Inc. and
subsidiaries and its predecessors at December 31, 1997 and 1998, and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ Ernst & Young, LLP
West Palm Beach, Florida
March 23, 1999, except for Note 8, as
to which the date is April 2, 1999
1
<PAGE>
OH, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31 March 31,
1997 1998 1999
--------------------- -----------
(Unaudited)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ - $ 1,238,460 $ 944,156
Accounts receivable, net of allowance for
uncollectible accounts of $325,000 at December 31,
1998 and $436,000 at March 31, 1999 (unaudited) - 607,546 1,185,921
Inventory - 302,317 172,060
Prepaid expenses and other current assets - 76,128 492,816
Due from affiliates - 20,930 207,930
----------- ------------ --------------
Total current assets - 2,245,381 3,002,883
Deposits - 136,367 147,967
Notes receivable from employees - 106,546 130,305
Property and equipment, net - 10,766,426 11,511,148
Other assets - 260,425 253,616
----------- ------------ --------------
Total assets $ - $ 13,515,145 $ 15,045,919
=========== ============ ==============
Liabilities and shareholder's equity (deficit)
Current liabilities:
Accounts payable $ 168,714 $ 1,478,742 $ 65,289
Accrued professional fees - 571,997 710,188
Accrued compensation and related liabilities - 497,829 371,320
Due to affiliates - 321,281 575,905
Short-term note payable - - 432,731
Current portion of capital lease obligations and - 231,174 910,898
loans
Other liabilities - 184,905 255,546
----------- ------------ --------------
Total current liabilities 168,714 3,285,928 3,321,877
Obligations under capital leases & loans - 880,568 4,113,533
----------- ------------ --------------
Total liabilities 168,714 4,166,496 7,435,410
Commitments and contingencies
Shareholder's equity:
Common stock, par value $.001 per share--authorized
50,000,000 shares, 1,000 shares
issued and outstanding 1 1 1
Additional paid-in capital 1,979,305 20,276,784 22,876,784
Accumulated deficit (2,148,020) (10,928,136) (15,266,276)
----------- ------------ --------------
Total shareholder's (deficit) equity (168,714) 9,348,649 7,610,509
----------- ------------ --------------
Total liabilities and shareholder's equity $ - $ 13,515,145 $ 15,045,919
=========== ============ ==============
</TABLE>
See accompanying notes.
2
<PAGE>
OH, Inc. and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months
Year ended December 31 ended March 31
1997 1998 1998 1999
----------- ------------ ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Net patient service revenue $ - $ 2,144,013 $ 286,974 $ 1,617,141
Premium revenue - 950,620 - 251,999
Interest income - 57,127 3,015 9,073
----------- ------------ ----------- -----------
Total revenues - 3,151,760 289,989 1,878,213
Expenses:
Salaries and benefits - 6,517,982 396,253 3,292,349
Professional fees 1,218,133 2,102,762 519,634 619,205
Supplies expense 322,026 8,264 430,564
Rent expense 434,235 24,794 461,721
Other operating expenses - 578,198 - 288,338
Depreciation - 131,318 94 311,048
Selling, general and administrative 151,133 1,499,256 45,962 602,158
Provision for bad debts - 324,655 31,715 111,629
Interest expense - 21,444 683 99,341
----------- ------------ ----------- -----------
Total expenses 1,369,266 11,931,876 1,027,399 6,216,353
----------- ------------ ----------- -----------
Net loss $(1,369,266) $ (8,780,116) $ (737,410) $(4,338,140)
=========== ============ =========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
OH, Inc. and Subsidiaries
Consolidated Statements of Shareholder's Equity (Deficit)
<TABLE>
<CAPTION>
Additional
Common Paid-in Accumulated
Stock Capital Deficit Total
----- ------- ------- -----
<S> <C> <C> <C> <C>
Balance at December 31, 1996 $1 $ 778,753 $ (778,754) $ -
Contributed capital - 1,200,552 - 1,200,552
Net loss - - (1,369,266) (1,369,266)
-- ----------- ------------ ------------
Balance at December 31, 1997 1 1,979,305 (2,148,020) (168,714)
Contributed capital - 18,297,479 - 18,297,479
Net loss - - (8,780,116) (8,780,116)
-- ----------- ------------ ------------
Balance at December 31, 1998 1 20,276,784 (10,928,136) 9,348,649
Contributed capital (unaudited) - 2,600,000 - 2,600,000
Net loss (unaudited) - - (4,338,140) (4,338,140)
-- ----------- ------------ ------------
Balance at March 31, 1999 (unaudited) $1 $22,876,784 $(15,266,276) $ 7,610,509
== =========== ============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
OH, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months
Year ended December 31 ended March 31
1997 1998 1998 1999
----------- ------------ ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Operating activities
Net loss $(1,369,266) $ (8,780,116) $ (737,410) $(4,338,140)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation - 131,318 94 311,048
Provision for bad debts - 324,655 31,715 111,629
Changes in operating assets and
liabilities:
Accounts receivable - (932,201) (261,868) (690,004)
Prepaid expenses and other
current assets - (76,128) (194,943) (416,688)
Due from affiliates - (20,930) (15,981) (187,000)
Deposits - (136,367) (97,622) (11,600)
Other assets - (144,925) - 6,809
Inventory - (302,317) - 130,257
Accounts payable 168,714 1,310,028 350,540 (1,413,453)
Accrued compensation and
related liabilities - 497,829 - (126,509)
Accrued professional fees - 571,997 - 138,191
Accrued liabilities - 184,905 - 70,641
Due to affiliates - 321,281 115,643 254,624
----------- ------------ ----------- -----------
Net cash used in operating activities (1,200,552) (7,050,971) (809,832) (6,160,195)
Investing activity
Purchases of property and equipment - (4,703,307) (47,717) (1,055,770)
----------- ------------ ----------- -----------
Net cash used in investing activity - (4,703,307) (47,717) (1,055,770)
Financing activities
Loans to employees - (106,546) - (23,759)
Proceeds from loans - - - 4,542,163
Payments on loans - - - (139,530)
Capital lease payments - - - (57,213)
Capital contributions 1,200,552 13,099,284 1,358,631 2,600,000
----------- ------------ ----------- -----------
Cash provided by financing activities 1,200,552 12,992,738 1,358,631 6,921,661
----------- ------------ ----------- -----------
Net change in cash - 1,238,460 501,082 (294,304)
Cash at beginning of period - - - 1,238,460
----------- ------------ ----------- -----------
Cash at end of period $ - $ 1,238,460 $ 501,082 $ 944,156
=========== ============ =========== ===========
Supplemental disclosure of non cash
investing and financing activities
Equipment acquired through capital leases $ - $ 1,111,742 $ - $ -
=========== ============ =========== ===========
Contribution of property, equipment and
other assets by sole shareholder $ - $ 5,198,195 $ - $ -
=========== ============ =========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
OH, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1998
(Information Pertaining to the Three Months ended
March 31, 1998 and 1999 is Unaudited)
1. Organization and Significant Accounting Policies
Organization
OH, Inc. (OHI) was incorporated on December 17, 1998. OHI was formed to
consolidate Oakridge Membership Holdings, LLC, and its subsidiaries (OMH) and
Comprehensive Outpatient Centers of Florida, Inc. (COCF). OHI's sole shareholder
also controlled OMH and COCF, therefore the financial statements present the
operations of OHI, its wholly owned subsidiaries, and the operations of its
predecessors, OMH and COCF, (collectively the Company) for all periods
presented. COCF was incorporated on February 28, 1997. Prior to February 28,
1997, its sole shareholder had incurred costs of approximately $831,000 to
develop COCF's business concept. Prior to February, 1998, COCF was a development
stage company which incurred expenses to develop the concept for the Company
which is to operate multi-site, multi-specialty group practices and
comprehensive ambulatory care diagnostic and surgical centers. The first of
these integrated networks began operations in February 1998 and serves the North
Broward/South Palm Beach County area of Florida.
Through December 31, 1998, the sole shareholder has provided approximately $20
million of funding to the Company and intends to fund, or arrange for the
funding of, losses from operations through December 31, 1999.
Consolidation
The accompanying financial statements include the accounts of OH, Inc. and its
subsidiaries, all of which are wholly owned, and the predecessor companies
described above. All significant intercompany accounts and transactions are
eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.
6
<PAGE>
1. Organization and Significant Accounting Policies (continued)
Revenue Recognition
Fee-for-service revenue is recorded at estimated net amounts to be received from
third party payors and others for services rendered. The Company has agreements
with various Health Maintenance Organizations (HMOs) to provide primary care
medical services to subscribing participants. Under these agreements, the
Company receives monthly capitation payments based on the number of each HMO's
participants, regardless of services actually performed by the Company. Amounts
earned from these capitation agreements are recorded as premium revenue in the
accompanying statements of operations. In addition, the HMOs make
fee-for-service payments to the Company for certain covered services based upon
discounted fee schedules. Amounts earned under these various fee-for-service
arrangements are recorded as net patient service revenue in the accompanying
statements of operations.
Inventories
Inventories consist principally of medical supplies and are stated at the lower
of cost or market using the first in first out method. An allowance for
inventory obsolescence is maintained at a level adequate to absorb estimated
future losses. Management determines the adequacy of the allowance based upon
the age of the inventory, recent experience and current economic conditions.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the estimated useful life or the
remaining term of the related lease including renewal options (see Note 4).
Equipment recorded under capital leases is amortized over the shorter of the
estimated useful life of the equipment or the lease term.
Income Taxes
The Company, with the consent of its shareholder, has elected to be treated as
an S corporation under the provisions of the Internal Revenue Code.
Consequently, in lieu of corporate income taxes, the sole shareholder is taxed
on the Company's taxable income. Therefore, no provision or liability for income
taxes has been included in these financial statements.
7
<PAGE>
1. Organization and Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable and
accounts payable are reasonable estimates of their fair value due to the
short-term nature of these financial instruments.
Stock Based Compensation
The Company accounts for equity awards issued to non-employees at fair market
value based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable on the date
of grant. The fair value of equity instruments issued to a non-employee is
measured as of the date that the parties come to a mutual understanding of the
terms of the arrangement and agree to a binding contract.
Advertising Costs
The Company expenses advertising costs as incurred. During the year ended
December 31, 1998, and the three months ended March 31, 1999, advertising costs
were approximately $174,000 and $72,000, respectively. There were no such costs
during the year ended December 31, 1997 or the three months ended March 31,
1998.
Interim Financial Statements (Unaudited)
The interim consolidated financial statements for the three months ended March
31, 1998 and 1999 are unaudited. In the opinion of management, these
consolidated statements have been prepared on the same basis as the audited
financial statements and include all significant
8
<PAGE>
1. Organization and Significant Accounting Policies (continued)
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the results of the interim periods. The data disclosed in
these notes to the consolidated financial statements for these periods is also
unaudited.
2. Property and Equipment
At December 31, 1997, the Company did not own any property or equipment.
Property and equipment consists of the following:
December 31, March 31,
1998 1999
----------- -----------
(Unaudited)
Leasehold improvements $ 5,216,190 $ 5,820,997
Medical equipment 3,473,339 3,728,723
Data processing equipment and software 1,403,828 1,413,745
Furniture fixtures and equipment 804,387 952,537
Vehicles - 37,512
----------- -----------
10,897,744 11,953,514
Less accumulated depreciation (131,318) (442,366)
----------- -----------
$10,766,426 $11,511,148
=========== ===========
3. Commitments and Contingencies
Operating leases
During the year ended December 31, 1998, the Company entered into an operating
lease agreement for medical equipment. Future minimum lease payments required
under this agreement are as follows:
1999 $ 895,733
2000 1,156,770
2001 1,166,310
2002 1,166,310
2003 816,789
Thereafter 19,625
----------
Total $5,221,537
==========
9
<PAGE>
3. Commitments and Contingencies (continued)
For 1998, total expense under these non-cancelable operating leases was
$391,000, and for the three months ended March 31, 1998 and 1999 was $ -0- and
$226,367, respectively.
Capital Lease Obligations
During the year ended December 31, 1998, the Company entered into two capital
lease agreements for medical and data processing equipment and software.
Scheduled future payments on these leases are as follows:
1999 $ 301,765
2000 289,002
2001 282,511
2002 282,511
2003 193,672
----------
Total 1,349,461
Amount representing interest (237,719)
----------
Present value of net minimum
capital lease payments $1,111,742
==========
Loan Commitment
On January, 18, 1999, the Company obtained a loan from a commercial lender to
finance property and equipment purchases. The maximum amount which may be
borrowed under the agreement is $4,500,000, and the amount initially borrowed
was approximately $3,215,000, with an additional $895,000 borrowed in February
1999. Principal and interest of 9.30% per annum on the outstanding balance are
to be repaid monthly over 5 years. Annual payments of approximately $1,030,000
are due in 1999 through 2003. The loan is secured by the financed property. At
March 31, 1999, $3,970,000 was outstanding.
In connection with the Company's lease and loan agreements relating to computer
hardware and software, office equipment and medical equipment used by the
Company's subsidiaries, the Company's shareholder has provided credit support
for the issuance of letters of credit in favor of the lessors and creditors. The
amounts of the letters of credit have been 20% of the value of the leased
equipment or the loan, as applicable.
10
<PAGE>
3. Commitments and Contingencies (continued)
Short-term Note Payable
On March 1, 1999, the Company entered into a note payable with an insurance
premium finance company for $455,000, due within one year at 7% interest
collateralized by unearned premiums on the Company's insurance policies.
Other Commitments and Contingencies
The Company has entered into employment contracts with physicians and key
executives. These contracts are generally for initial periods of three to six
years and include base salary plus performance-based adjustments. Employment may
be terminated by the Company or the employee under certain conditions. If
terminated without cause, under certain circumstances, the agreements require
severance payments ranging from six months to one year.
As part of its regulatory compliance plan for its healthcare subsidiaries, the
Company initiated an external audit of the Medicare billing practices of its
physician employees. A preliminary review indicates that an overpayment may have
been received from Medicare. The Company has notified the Medicare carrier of
its ongoing audit and intends to remit the amount of overpayment it has
received. The Company has established a reserve on its financial statements
based upon its preliminary estimate of the amount of such overpayment.
Laws and regulations governing the Medicare program are complex and subject to
interpretation. The Company believes that other than the billing matter noted
above, it is in material compliance with all applicable laws and regulations and
is not aware of any pending or threatened investigations involving allegations
of potential wrongdoing. While no such regulatory inquiries have been made,
compliance with such laws and regulations can be subject to future government
review and interpretation as well as significant regulatory action including
fines, penalties, and exclusion from the Medicare program.
11
<PAGE>
4. Related Party Transactions
The Company's sole shareholder, directly or indirectly, owns a number of
entities with which the Company, through its wholly owned subsidiaries, does
business. In particular, the shareholder is the beneficial owner of entities
that own buildings that house the administrative and medical offices of the
Company. Rent expense for these properties for the year ended December 31, 1998
was approximately $346,000 and was $16,000 and $253,000 for the three months
ended March 31, 1998 and 1999, respectively. Rent payable at December 31, 1998
and March 31, 1999, under these leases was approximately $306,000 and $559,000,
respectively. At December 31, 1998, the Company had not executed written lease
agreements for any of this space. The Company is in the process of obtaining
appraisals to assist in determining the fair market value of the rent for these
properties, and intends to enter into long-term leases once this information has
been obtained.
An officer of the Company has certain arrangements with affiliates of the
Company where he has certain rights to a small minority participation interest
in the sole shareholder's investment in the Company. In addition, this officer
of the Company has certain arrangements with affiliates of the Company pursuant
to which he has certain rights to invest for a small minority position in
certain affiliates, including the companies which own the buildings from which
the Company rents space.
Certain affiliates of the Company have provided limited guarantees of certain
contractual obligations of the Company, including, among other items, agreements
with certain employees which were entered into before any significant
capitalization of the Company.
5. Employee Benefits
On April 1, 1998 the Company established a voluntary defined contribution 401(k)
plan covering all eligible employees as defined in the plan documents. The plan
provides for a matching contribution of 50% of an employees' contribution up to
the first 6% of compensation contributed by an eligible employee. An employee
becomes vested in his Employer Matching Account over a four-year period.
Contributions by the Company under this plan amounted to approximately $94,000
for the year ended December 31, 1998 and $46,000 for the three months ended
March 31, 1999.
12
<PAGE>
6. Malpractice Insurance
The Company is insured for professional liability on a claims-made basis for its
employed physicians and outpatient medical facilities, including coverage for
prior acts. Management is not aware of any claims against it or its employed
physicians which might have a material impact on the Company's financial
position or results of operations. Management of the Company intends to renew
the existing claims-made basis policies annually and expects to be able to
obtain such coverage. If coverage is not renewed, management intends to purchase
an extended reporting period endorsement to provide professional liability
coverage for losses incurred prior to, but not reported until subsequent to, the
termination of the claims-made policies.
7. Concentrations of Credit Risk
The Company grants credit without collateral to its patients, most of whom are
local residents and are insured under third-party payor agreements. The mix of
receivables from patients and third-party payors was as follows:
December 31, March 31,
1998 1999
------------------------------------
(Unaudited)
Medicare 63% 74%
Other 37 26
------------------------------------
100% 100%
====================================
8. Merger With Seal Holdings Corporation
In December 1998, the Company entered into an Exchange Agreement with Seal
Holdings Corporation (Seal), a publicly traded corporation, under which the
Company's sole shareholder would exchange 100% of the Company's stock for 91% of
the fully-diluted stock of Seal. Seal had no revenue producing operations during
1997 or 1998.
On January 4, 1999, a letter agreement was signed between the Company and Seal
regarding the closing date as set forth in the Exchange Agreement. The closing
date, initially planned for January 1, 1999, was changed to be on or about April
2, 1999. The transaction was consummated on April 2, 1999.
Effective with the date of the merger with Seal, the Company's S corporation
status terminated, causing the Company to become a tax paying entity.
13
<PAGE>
8. Merger With Seal Holdings Corporation (continued)
Effective April 2, 1999, the Company entered into a consulting agreement with a
corporation for advisory services whose sole stockholder, officer and director
is a Director of the Company and who was the CEO, President and Director of Seal
prior to the transaction with the Company. The agreement commenced on April 2,
1999, and will continue for a one year period.
On November 2, 1998, the Company entered into an agreement with a consulting
firm for exclusive financial advisory services related to a potential
acquisition. Upon consummation of the Exchange Agreement with Seal, the sole
shareholder of the Company agreed to transfer 150,000 of his shares to the
consulting firm as consideration for services rendered in connection with the
Exchange Agreement.
9. Year 2000 Computer Issues (Unaudited)
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Company's computer
programs and certain computer aided medical equipment that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in system failures or miscalculations causing disruption
of operations or medical equipment malfunctions that could affect patient
diagnosis and treatment. The Company believes the Year 2000 issue will not pose
significant operational problems because, as an integral part of its start-up
activities, it has acquired only Year 2000 compliant information systems and
medical equipment. The Company plans to complete the migration of its billing
operations from third-party service organizations to its own Year 2000 compliant
system by July 1, 1999. The Company believes the Year 2000 issue will not pose
significant operational problems for its systems nor does the Company anticipate
any significant additional expenditures in 1999 related to Year 2000 readiness.
The Company's contingency plan in a worst case scenario is to use a manual
system to process and record transactions.
The Company is in the process of determining to what extent the Company's
systems and operations are vulnerable to the failure of third parties with which
it conducts business to remediate their own Year 2000 issues, including Federal,
state, other third-party payors and managed care organizations. To date, the
Company is not aware of any external entity with whom it deals directly or
indirectly that would materially impact the Company's results of operations,
liquidity or capital resources. However, there can be no assurance that the
systems of other companies on which the Company relies will be timely converted
or that any such failure to convert by another company would not have an adverse
effect on the Company.
14
<PAGE>
c) Exhibits
Exhibit No. 23 Consent of Independent Auditors
15
<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.
SEAL HOLDINGS CORPORATION.
By: /s/ Cecilio M. Rodriguez
--------------------------
Cecilio M. Rodriguez
Treasurer and Secretary
Dated: June 16, 1999
16
<PAGE>
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Seal Fleet, Inc. 1996 Long Term Incentive Plan, Seal
Holdings Corporation 1997 Incentive Option Plan and Seal Holdings Corporation
1998 Incentive Option Plan of our report dated March 23, 1999 (except for Note
8, as to which the date is April 2, 1999), with respect to the consolidated
financial statements of OH, Inc. and Subsidiaries included in Seal Holdings
Corporation's current report on Form 8-K/A dated June 16, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young, LLP
West Palm Beach, Florida
June 16, 1999
