CRESCENT CAPITAL INC / DE
8-K/A, 1998-06-02
PATENT OWNERS & LESSORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                 FORM 8-K/A No. 1 to Form 8-K Filed May 20, 1998

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



          Date of Report (Date of earliest event reported) May 19, 1998



                             CRESCENT CAPITAL, INC.
             (Exact name of registrant as specified in its charter)



      DELAWARE                     33-39759                      13-3645694
(State of Organization)       (Commission File No.)            (IRS Employer
                                                          Identification Number)



                       6701 Democracy Boulevard, Suite 300
                               Bethesda, MD 20817
                    (Address of principal executive offices)


                                 (301) 530-1708
              (Registrant's telephone number, including area code)
<PAGE>
Item 4.  Changes in Registrant's Certifying Accountants

Moore  Stephens,  P.C. was  previously  the  principal  accountant  for Crescent
Capital,  Inc. On May 19, 1998 that firm's appointment as principal  accountants
was  terminated.  The  decision  to  terminate  was  approved  by the  board  of
directors.  On May 19,  1998,  the Company  appointed  Wayne P.  Hickey,  CPA to
replace  Moore  Stephens,  P.C. as  independent  auditor for the Company for the
fiscal year ended December 31, 1997. The decision to appoint Mr.
Hickey was approved by the board of directors.

In connection  with the audits of the two fiscal years ended  December 31, 1996,
and the  subsequent  interim  period  through  December 10, 1997,  there were no
disagreements with Moore Stephens,  P.C. on any matter of accounting  principles
or practices,  financial statement disclosure,  or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make  reference  in  connection  with  their  opinion  to the  subject of the
disagreement.

The  audit  reports  of  Moore  Stephens,  P.C.  on the  consolidated  financial
statements of Crescent  Capital,  Inc, and  subsidiaries as of and for the years
ended  December  29, 1996 and  December  31,  1995,  did not contain any adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty,  audit  scope,  or  accounting  principles.  A  letter  from  Moore
Stephens, P.C. is attached as Exhibit A.

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                        CRESCENT CAPITAL, INC.


Date:  May 27, 1998                     By: /s/ Colin Halpern
                                        Colin Halpern, President



<PAGE>


                                    EXHIBIT A


June 1, 1998



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

We have read the  information  in item 4 contained  in Form 8-K/A No.1 dated May
27, 1998 of Crescent Capital, Inc. and agree with the statements made therein.

Very truly yours,



MOORE STEPHENS, P.C.
Certified Public Accountants.


cc: Mr. Colin Halpern, Crescent Capital, Inc.




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