CROWELL & CO INC /GA/
8-K/A, 1999-04-09
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):    March 10, 1999

                               CROWELL & CO., INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            GEORGIA                        0-7765                58-1021933
            -------                        ------                ----------
(State or other jurisdiction of         (Commission           (I.R.S. Employer
         incorporation)                 File Number)         Identification No.)


610 INDUSTRIAL PARK BOULEVARD, EVANS, GA                           30809
- ----------------------------------------                           -----
(Address of Principal executive offices)                         (Zip Code)

Registrant's telephone number including area code:  (706) 855-1099
                                                    --------------

<PAGE>

                               CROWELL & CO., INC.

                                     INDEX

                                                                            PAGE

ITEM 4  Changes in Registrant's Certifying Accountant .....................   3

<PAGE>

                               CROWELL & CO., INC.

              ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


On March 10, 1999,  Crowell & Co., Inc.  ("Crowell"),  engaged Elliott,  Davis &
Company,  L.L.P.,  to serve as  independent  auditors.  On or about  that  date,
Cherry,  Bekaert, & Holland,  L.L.P.,  was dismissed as independent  auditors of
Crowell.

Cherry, Bekaert, & Holland's report on the financial statements for the past two
years did not contain an adverse  opinion or a disclaimer  of opinion nor was it
modified as to uncertainty, audit scope or accounting principles.

The board of directors of Crowell approved the change in independent auditors.

There were no  disagreements  with the  Company's  prior  independent  auditors,
Cherry,  Bekaert, & Holland,  L.L.P.,  within the two-year period ended December
31, 1998 and the interim  period of January 1, 1999 through  March 10, 1999,  on
matters of accounting  principles or practices,  financial statement disclosure,
or auditing scope of procedure.

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
hereunto duly authorized.


                                        CROWELL & CO., INC.

DATE  March 10, 1999                    /s/ Mark L. Gilliam
      --------------                    ---------------------------------------
                                        Mark L. Gilliam as Vice President on
                                        Behalf of the registrant and as Chief
                                        Financial Officer



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