<PAGE> 1
As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 33-59527
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CROWN GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 63-0851141
- --------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
4040 North MacArthur Boulevard
Suite 100
Irving, Texas 75038-6424
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(Address of principal executive offices)
1986 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full Title of the Plan)
EDWARD R. MCMURPHY
President and Chief Executive Officer
4040 North MacArthur Boulevard
Suite 100
Irving, Texas 75038-6424
(972) 717-3423
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(Name, address and telephone number, including area code, of agent for service)
-------------------------------
Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500
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This post-effective amendment to Registration Statement on Form S-8, No.
33-59527, relating to the Crown Group, Inc. ("Company") 1986 Incentive Stock
Option Plan, is being filed to update Item 3, "Incorporation of Documents by
Reference," to update the description of the Company's Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:
(a) the Company's Annual Report on Form 10-K for the year ended
April 30, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1998;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1998;
(d) the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1999; and
(e) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Exchange Act of 1934, on December
23, 1986, as amended by a Current Report on Form 8-K dated
February 3, 1999, as filed with the Commission on February 3,
1999.
Item 8. Exhibits.
23.1 Consent of Independent Accountants.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement amendment no. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Irving, State of Texas, on this 31st
day of March, 1999.
CROWN GROUP, INC.
By: /s/ Edward R. McMurphy
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Edward R. McMurphy
President and Chief Executive Officer
(principal executive officer)
By: /s/ Mark D. Slusser
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Mark D. Slusser
Vice President of Finance, Chief Financial Officer,
Secretary and Treasurer
(principal financial and accounting officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Edward R. McMurphy and Mark D.
Slusser, and each of them (with full power of each of them to act alone) as true
and lawful attorneys-in-fact and agents, with full power of substitution for him
and on his behalf, and in his name, place and stead, in any and all capacities
to execute and sign any and all amendments or post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents (with full power of
each of them to act alone) full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and any of
them or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof, and the Registrant hereby confers like authority on its
behalf.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement amendment no. 1 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward R. McMurphy President, Chief March 31, 1999
- ----------------------------------------- Executive Officer
Edward R. McMurphy and Director
/s/ Tilman J. Falgout, III Executive Vice President March 31, 1999
- ----------------------------------------- and General Counsel;
Tilman J. Falgout, III Director
Director
- -----------------------------------------
John David Simmons
/s/ David J. Douglas Director March 31, 1999
- -----------------------------------------
David J. Douglas
/s/ Gerald L. Adams Director March 31, 1999
- -----------------------------------------
Gerald L. Adams
/s/ Gerard M. Jacobs Director March 31, 1999
- -----------------------------------------
Gerard M. Jacobs
- ----------------------------------------- Director
Robert J. Kehl
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
23.1 Consent of Independent Accountants.
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post Effective Amendment No.
1 to the registration statement of Crown Group, Inc. ("the Company") on Form S-8
(File No. 33-59527) of our report dated August 1, 1998, on our audits of the
consolidated financial statements and financial statement schedule of the
Company as of April 30, 1998 and 1997 and for the years ended April 30, 1998,
1997, and 1996, which report is included in the Company's Annual Report on Form
10-K.
PricewaterhouseCoopers LLP
Dallas, Texas
April 5, 1999
