CROWELL & CO INC /GA/
8-K/A, 1999-04-21
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




Cherry 
Bekaert & 
Holland, L.L.P.
[LOGO]

                                 April 19, 1999

Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W. 
Washington, D.C.  20549

via fax to 202-942-9656
- -----------------------

                              Re:  Crowell & Co., Inc.
                                   Commission File Number 0-7765

Dear Sirs:

We received notice on April 10, 1999, of the filing by Crowell & Co., Inc. ("the
Company") of an amended Form 8-K on April 9, 1999.

We  disagree  with the  statements  in the  amended  Form  8-K in the  following
respects.

    We were  dismissed  as the  independent  auditors of the Company on March 3,
    1999.

    There were no  disagreements  with the Company  within the  two-year  period
    ended  December 31, 1997 on matters of  accounting  principles or practices,
    financial statement  disclosure,  or auditing scope of procedure;  or during
    the interim  period of January 1, 1998 through  August 21, 1998, the date of
    our  report  on the  Company's  financial  statements  for the  years  ended
    December  31, 1997 and 1996.  We have not  performed  any  services  for the
    Company  since  we  issued  our  report  on  the  1997  and  1996  financial
    statements.  Our report on the Company's financial  statements for the years
    ended December 31, 1997 and 1996 contain an unqualified opinion.

We have no knowledge of the other events described by the Company in the filing.

                                        Yours very truly,

                                        CHERRY, BEKAERT & HOLLAND, L.L.P.

                                        /s/ Stephen D. Farmer
                                        Stephen D. Farmer, CPA
                                        Partner

cc:  Mr. Mark L. Gilliam
     Crowell & Co., Inc.


                        Cherry, Bekaert & Holland, L.L.P.
         1029 Greene Street (30901) o P.O. Box 2247 o Augusta, GA 30903
                      (706) 724-3557 o Fax (706) 724-1667
     Offices Throughout The Southeast o Represented Internationally Through
                     Summit International Associates, Inc.



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