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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 333-8043
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
[X] For Period Ended: March 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
PART I - REGISTRANT INFORMATION
Full name of Registrant: Crowell & Co., Inc.
Address of Principal Executive Office: 610 Industrial Park Boulevard
City, State and Zip Code: Evans, Georgia 30809
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12B-25(B), the following should
be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, or 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 of
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.
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PART III - NARRATIVE
The Registrant filed a Proxy Statement on February 13, 1998 for a Special
Meeting of the shareholders. The resolution to be voted upon at the Special
Meeting will, if approved by the shareholders, terminate the public company
status of the Registrant. The majority shareholder of the Registrant has
indicated his intention to vote in favor of the resolution. His votes alone
would ensure the passage of the resolution. Therefore, the Registrant made no
plans to file a 10-KSB and incur additional expenses unnecessarily. The
Securities and Exchange Commission has performed a preliminary full review of
the Proxy Statement which has delayed the Special Meeting past the filing date
for the 10-KSB. Because of this delay the Registrant was unable to file a timely
10-KSB. This has also caused a delay of the filing of the 10-QSB. The Registrant
is currently preparing both the 10-KSB and the 10-QSB.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Mark L. Gilliam (706) 855-1099
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(Name) (Area Code) (Telephone Number)
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(2) Have all other period 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 reports
been filed? If answer is no, identify report(s).
10-KSB [ ] Yes [X] No
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(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 of
portion thereof?
[ ] Yes [X] No
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CROWELL & CO., INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
DATE May 18, 1998 /s/ Mark L. Gilliam
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Mark L. Gilliam as Vice President on
Behalf of the registrant and as Chief
Financial Officer