<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of report (date of earliest event reported):
November 11, 1994
LINCORP HOLDINGS, INC.
-----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
-----------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-8249 23-2161279
------------------- -------------------------
(Commission File No.) (I.R.S. Employer
Identification No.)
250 Park Avenue, New York, New York 10017
-----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 599-0465
-------------------------------
99 Park Avenue, New York, New York 10016
-----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 pages
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a)(1) Previous Independent Accounts.
(i) On November 11, 1994, Price Waterhouse, LLP declined to
stand for re-election as the independent accountants for
Lincorp Holdings, Inc.
(ii) The reports of Price Waterhouse, LLP on the financial
statements for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to audit scope or accounting
principle. The reports of Price Waterhouse, LLP on the
financial statements for the past two fiscal years were
qualified as to going concern uncertainty.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through November 11, 1994, there have been no
disagreements with Price Waterhouse, LLP 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 Price
Waterhouse, LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(v) During the two most recent fiscal years and through November
11, 1994, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Price Waterhouse, LLP
furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy
of such letter, dated November 14, 1994, is filed as Exhibit
A to this Form 8-K.
(a)(2) New Independent Accountants.
On November 11, 1994, KPMG Peat Marwick was engaged as the independent
accountants for Lincorp Holdings, Inc.
Page 2 of 5 pages
<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: November 15, 1994
LINCORP HOLDINGS, INC.
(Registrant)
By: /s/ Ronald W. Cantwell
------------------------
Name: Ronald W. Cantwell
Title: Executive Vice President
Page 3 of 5 pages
<PAGE>
EXHIBIT A
Page 4 of 5 pages
<PAGE>
[THE LETTERHEAD OF PRICE WATERHOUSE L.L.P APPEARS HERE]
November 14, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Dear Sirs
Lincorp Holdings, Inc.
----------------------
We have read Item 4 of Lincorp Holdings Inc.'s Form 8-K dated November 14, 1994
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly
/s/ Price Waterhouse L.L.P
Page 5 of 5 pages
