CROWELL & CO INC /GA/
8-K/A, 1999-03-24
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.

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
[LOGO]

                                 March 17, 1999

Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

We  were  previously   principal   accountants  for  Crowell  &  Co.,  Inc.  and
subsidiaries  (the Company),  and under the date of August 21, 1998, we reported
on the consolidated  financial statements of the Company as of and for the years
ended December 31, 1997 and 1996. On March 3, 1999, our appointment as principal
accountants was terminated. We have read the Company's statements included under
Item 4 of its Form 8-K dated March 10, 1999,  and we agree with such  statements
contained therein insofar as they relate to our Firm.

                                        Very truly yours,

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


                        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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