SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
CURRENT REPORT
Date of Report: December 18, 1998
IWI HOLDING LIMITED
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(Exact name of registrant as specified in its charter)
Oakmont Centre, 1010 Executive Court, #300, Westmont, Illinois 60559
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (630) 887-2388
BVI 0-25108 None
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- .)
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1
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Changes in Registrant's Certifying Accountant
(a) Resignation of Independent Accounting Firm
(i) Ernst & Young, L.L.P. (the "principal accountants"), the independent
accounting firm which audited the financial statements of the Registrant during
fiscal year 1997, decided not to stand for re-election as the Company's
auditors.
(ii) None of the principal accountant's reports on the financial statements
of the Registrant has contained an adverse opinion or a disclaimer of opinion,
nor was qualified or modified as to audit scope or accounting principles. The
accountants report on the financial statements of the Registrant for the years
ended 1997 and 1996 include an explanatory paragraph describing conditions which
raised substantial doubt about the Registrant's ability to continue as an
ongoing concern.
(iii) Not applicable.
(iv) During the preceding two years and any subsequent interim period
preceding their resignation, the Registrant had no disagreements with the
principal accountants 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 the principal accountants,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
(v) None of the kinds of events listed in paragraph (a) (1) (v) (A) through
(D) of Regulation S-K Item 304 occurred during the two most recent fiscal years
and any subsequent interim periods.
(b) Engagement of New Independent Accountants
On December 18, 1998, the Registrant's board of directors formally engaged
Blackman, Kallick Bartelstein, L.L.P. (the "new accounting firm") of 300 S.
Riverside Plaza, Suite 660, Chicago, Illinois 60606-6613 to audit the
Registrant's financial statements.
The Registrant, during the two most recent fiscal years and any subsequent
interim period prior to the engagement of the new accounting firm, did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304 (a) (2) (i) or (ii).
Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Ernst & Young, L.L.P. re. termination of auditor
relationship
2
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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.
IWI HOLDING LIMITED
/S/ Joseph K. Lau
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Joseph K. Lau
President and Chief Executive Officer
Date: January 13, 1998
January 8, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read the Form 6-K dated December 18, 1998 of IWI Holding Limited and are
in agreement with the statements contained in the paragraphs (i) through (v)
under (a) Resignation of Independent Accounting Firm on page 2. We have no basis
to agree or disagree with other statments of the registrant contained therein.
Sincerely yours,
/s/ Ernst & Young L.L.P.
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Ernst & Young L.L.P.
