CRESCENT CAPITAL INC / DE
8-K, 1998-05-20
PATENT OWNERS & LESSORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported) December 10, 1997



                             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  December  10,  1997 that  firm's  appointment  as  principal
accountants was terminated.  The decision to terminate was approved by the board
of directors.  On January 1, 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 29, 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:  December 10, 1997            By:     /s/ Colin Halpern
                                            Colin Halpern, President



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