UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MARCH 5, 2003
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LINCORP HOLDINGS, INC.
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(Exact name of registrant as specified in its chapter)
DELAWARE 1-8249 23-2161279
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3900 Park Ave., Suite 102
Edison, NJ 08820
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 732-494-9455
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N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
a) On March 5, 2003, KPMG LLP ("KPMG") resigned as the independent public
accountants for Lincorp Holdings, Inc. (the "Company"). KPMG's reports on
the Company's financial statements for each of the years ended December
31, 2001 and 2000 contained a going concern qualification. The going
concern qualification was reported because as of December 31, 2001 and
2000 the Company was in default on several of its credit facilities, had
approximately $175 million of indebtedness and accrual interest and had a
net capital deficiency of approximately $179 million.
During the year ended December 31, 2001 and 2000 and through the date
hereof, there were no disagreements with KPMG on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope
or procedure which, if not resolved to KPMG's satisfaction, would have
caused them to make reference to the subject matter in connection with
their report on the Company's financial statements for such years; and
there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided KPMG with a copy of the foregoing disclosures.
Attached as Exhibit 1 is a copy of KPMG's letter, dated March 11, 2003,
stating its agreement with such statements.
b) On March 10, 2003, the Company engaged Postlethwaite & Netterville
("P&N") to serve as the Company's independent public accountants for the
year ended December 31, 2002. The appointment of P&N was authorized by
the Company's Board of Directors.
During the years ended December 31, 2001 and 2000 and through the date
hereof, the Company did not consult P&N with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, or any other matters or reportable events
as set forth in Item 304(a)(1)(v) of Regulation S-K.
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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.
LINCORP HOLDINGS, INC.
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Registrant
/s/ JACK R. SAUER
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Jack R. Sauer
President
Date: March 12, 2003
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