content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of earliest event reported)        FEBRUARY 3, 1999
                                                   -------------------------------
  
  
                                  CROWN GROUP, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
             TEXAS                          0-14939                 63-0851141
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission File Number)       (IRS Employer
        of incorporation)                                      Identification No.)
  
  
           4040 NORTH MACARTHUR BOULEVARD, SUITE 100, IRVING, TEXAS 75038
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
  
  Registrant's telephone number, including area code         (972) 717-3423
                                                     -----------------------------
  
  
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  ITEM 5.   OTHER INFORMATION.
  -------   ------------------
  
       The  purpose of the filing of this report is to update the  description  of
  the securities of Crown Group, Inc. (the "Company"), which shall be incorporated
  by  reference  into  various  registration  statements  on Form S-8 filed by the
  Company. The following  information  constitutes the "Description of Securities"
  of Crown Group, Inc. as required by Regulation S-K Item 202:
  
  COMMON STOCK
  
       The Company is authorized to issue up to 50,000,000 shares of Common Stock.
  As of  February  1,  1999,  9,891,372  shares of Common  Stock  were  issued and
  outstanding.  Holders of shares of Common Stock are entitled to elect all of the
  members of the Board of Directors of the Company,  and such holders are entitled
  to vote as a class on all matters  required or  permitted to be submitted to the
  stockholders of the Company. Subject to such preferential rights as the Board of
  Directors  may grant in  connection  with future  issuances of Preferred  Stock,
  holders of shares of Common Stock are entitled to receive such  dividends as the
  Board of Directors may declare in its discretion out of funds legally  available
  therefor. Holders of shares of Common Stock are entitled to share ratably in any
  distribution  made to  holders  of Common  Stock in the event of a  liquidation,
  dissolution  or winding up of the Company after payment of  liabilities  and any
  liquidation  preference  on any  shares of  Preferred  Stock  then  outstanding.
  Holders  of shares of  Common  Stock  have no  cumulative  voting or  preemptive
  rights, nor do they have any conversion, preemptive or other rights to subscribe
  for additional  shares or other  securities.  There are no redemption or sinking
  fund  provisions with respect to such shares.  All outstanding  shares of Common
  Stock are fully paid and nonassessable.
  
  PREFERRED STOCK
  
       The Board of Directors of the Company is authorized, without further action
  of the stockholders of the Company, to issue up to 1,000,000 shares of Preferred
  Stock in one or more  series  and to fix the number of shares  constituting  any
  such series and the rights and preferences  thereof,  including  dividend rates,
  terms of redemption  (including  sinking fund  provisions),  redemption price or
  prices,  voting rights,  conversion  rights and  liquidation  preferences of the
  shares constituting such series. The issuance of Preferred Stock by the Board of
  Directors  could  adversely  affect the rights of holders of Common  Stock.  For
  example,  an issuance of Preferred  Stock could result in a class of  securities
  outstanding with preferences over the Common Stock with respect to dividends and
  liquidations,  and that could (upon  conversion or  otherwise)  enjoy all of the
  rights appurtenant to Common Stock.
  
       The  Company  has no  present  plans to issue any  shares of the  Preferred
  Stock.
  
                                          2
  <PAGE>
  
  REGISTRATION RIGHTS RELATED TO CERTAIN WARRANTS
  
       The Company has  outstanding  warrants to purchase an  aggregate of 364,952
  shares of Common Stock which were issued in consideration  of services  rendered
  by certain  persons.  The  Company  is  required  to give  notice to each of the
  warrant holders of any proposed  registration by the Company of shares of Common
  Stock pursuant to a registration  statement to be filed under the Securities Act
  and to permit them, subject to certain restrictions, to register and sell shares
  of Common Stock pursuant to such registration statement.
  
  CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS
  
       Divestiture. The Articles of Incorporation of the Company empower the Board
  of Directors to require the divestiture of shares by any person who beneficially
  owns,  directly  or  indirectly,  shares  of any class of  capital  stock of the
  Company and who is found by a gaming  regulatory  authority to be  unsuitable to
  hold the Company's stock.
  
       In addition, the Articles of Incorporation provide that the Company must be
  in compliance with the federal Merchant Marine Act of 1936, as amended,  and the
  federal Shipping Act of 1916, as amended (the "Acts"). The Board of Directors is
  empowered to require the divestiture of shares by any  stockholder  who, by such
  person's  beneficial  ownership  of any class of capital  stock of the  Company,
  causes the Company to be in violation  of either of these Acts.  The Company may
  require the  divestiture  of a sufficient  number of shares to bring the Company
  into compliance with the Acts.
  
       The procedure for divestiture requires the affected stockholder,  within 45
  days of notice from the Company,  to sell,  transfer or otherwise dispose of his
  or her shares of Company  stock.  Following  the 45 day period,  if the affected
  stockholder  has  failed  to  comply  with  the  divestiture  provisions  of the
  Articles,  then the Company shall,  for a period of 60 days, have the right, but
  not the obligation, to purchase all or any part of such shares of stock from the
  affected stockholder at a price per share equal to the fair market value of such
  stock, less 25%.
  
       If a stockholder fails to comply with the divestiture  provisions contained
  in the Articles of Incorporation,  such stockholder,  upon the expiration of the
  time  periods  within  which to divest  such  holder's  shares  in the  Company,
  including the Company's  60-day period within which it may exercise its right to
  purchase such shares,  shall  forfeit the right to vote or receive  dividends on
  the shares of Company stock held by such stockholder and shall not be recognized
  as a stockholder of the Company for any purpose.
  
       Indemnification.  The Bylaws  provide  that  directors  and officers of the
  Company will be indemnified  by the Company to the fullest extent  authorized by
  Texas  law,  as it now  exists or may in the  future  be  amended,  against  all
  expenses and liabilities  reasonably  incurred in connection with service for or
  on behalf of the Company.
  
             Limitation of Liability.  In addition,  the Articles of Incorporation
  provide  that a director  shall not be  personally  liable to the Company or its
  stockholders  for  monetary  damages for an act or  omission  in the  director's
  capacity as a director, except that such provision shall not eliminate or
  
                                          3
  <PAGE>
  
  limit the  liability  of a director for (a) a breach of the  director's  duty of
  loyalty to the Company or its  stockholders;  (b) an act or omission not in good
  faith that constitutes a breach of duty of the director to the Company or an act
  or omission that involves  intentional  misconduct or a knowing violation of the
  law; (c) a  transaction  from which the director  received an improper  benefit,
  whether or not the benefit resulted from an action taken within the scope of the
  director's  office;  or (d) an act or  omission  for  which the  liability  of a
  director  is  expressly  provided  by  an  applicable  statute.  In  appropriate
  circumstances, equitable remedies or non-monetary relief, such as an injunction,
  will remain  available  to a  stockholder  seeking  redress  from a violation of
  fiduciary  duty.  In addition,  the provision  applies only to claims  against a
  director  arising  out of his or her  role as a  director  and not in any  other
  capacity (such as an officer or employee of the Company).
  
       Anti-Takeover  Provisions  of  Articles  of  Incorporation.  The  Company's
  Articles  of  Incorporation  authorize  the  Board of  Directors  to issue up to
  1,000,000  shares of Preferred Stock from time to time in one or more designated
  series or classes. The Board of Directors, without approval of the stockholders,
  is  authorized  to  establish  the  voting,  dividend,  redemption,  conversion,
  liquidation  and other  provisions of a particular  series or class of Preferred
  Stock.  The issuance of Preferred  Stock could,  among other  things,  adversely
  affect  the voting  power or other  rights of the  holders of Common  Stock and,
  under  certain  circumstances,  make it more  difficult  for a  third  party  to
  acquire, or discourage a third party from acquiring, control of the Company. The
  Board of  Directors  has no  present  intention  to issue any series or class of
  Preferred Stock.
  
  TRANSFER AGENT AND REGISTRAR
  
       Securities Transfer Corporation,  Dallas, Texas, acts as the Transfer Agent
  and Registrar for the Common Stock.
  
                                          4
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  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.
  
                                          CROWN GROUP, INC.
  
  
  
                                          By: /s/ Mark D. Slusser
                                              -------------------------------
                                              Mark D. Slusser
                                              Vice President Finance
  
  Dated:  February 3, 1999              
          -------------------------
  
                                          5
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CROWN GROUP INC. - 8-K", "secsgml_size_bytes": 10707}]
metadata_filer: {"company-data": {"conformed-name": "CROWN GROUP INC /TX/", "cik": "0000799850", "assigned-sic": "7990", "irs-number": "630851141", "state-of-incorporation": "TX", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14939", "film-number": "99520215"}, "business-address": {"street1": "4040 N. MACARTHUR BLVD.", "street2": "SUITE 100", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9727173423"}, "mail-address": {"street1": "4040 N. MACARTHUR BLVD.", "street2": "SUITE 100", "city": "IRVING", "state": "TX", "zip": "75038"}, "former-company": [{"former-conformed-name": "CROWN CASINO CORP", "date-changed": "19931104"}, {"former-conformed-name": "SKYLINK AMERICA INC", "date-changed": "19920703"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event reported)        FEBRUARY 3, 1999
                                                   -------------------------------
  
                                  CROWN GROUP, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
             TEXAS                          0-14939                 63-0851141
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission File Number)       (IRS Employer
        of incorporation)                                      Identification No.)
  
           4040 NORTH MACARTHUR BOULEVARD, SUITE 100, IRVING, TEXAS 75038
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code         (972) 717-3423
                                                     -----------------------------
  
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  ITEM 5.   OTHER INFORMATION.
  -------   ------------------
  
       The  purpose of the filing of this report is to update the  description  of
  the securities of Crown Group, Inc. (the "Company"), which shall be incorporated
  by  reference  into  various  registration  statements  on Form S-8 filed by the
  Company. The following  information  constitutes the "Description of Securities"
  of Crown Group, Inc. as required by Regulation S-K Item 202:
  
  COMMON STOCK
  
       The Company is authorized to issue up to 50,000,000 shares of Common Stock.
  As of  February  1,  1999,  9,891,372  shares of Common  Stock  were  issued and
  outstanding.  Holders of shares of Common Stock are entitled to elect all of the
  members of the Board of Directors of the Company,  and such holders are entitled
  to vote as a class on all matters  required or  permitted to be submitted to the
  stockholders of the Company. Subject to such preferential rights as the Board of
  Directors  may grant in  connection  with future  issuances of Preferred  Stock,
  holders of shares of Common Stock are entitled to receive such  dividends as the
  Board of Directors may declare in its discretion out of funds legally  available
  therefor. Holders of shares of Common Stock are entitled to share ratably in any
  distribution  made to  holders  of Common  Stock in the event of a  liquidation,
  dissolution  or winding up of the Company after payment of  liabilities  and any
  liquidation  preference  on any  shares of  Preferred  Stock  then  outstanding.
  Holders  of shares of  Common  Stock  have no  cumulative  voting or  preemptive
  rights, nor do they have any conversion, preemptive or other rights to subscribe
  for additional  shares or other  securities.  There are no redemption or sinking
  fund  provisions with respect to such shares.  All outstanding  shares of Common
  Stock are fully paid and nonassessable.
  
  PREFERRED STOCK
  
       The Board of Directors of the Company is authorized, without further action
  of the stockholders of the Company, to issue up to 1,000,000 shares of Preferred
  Stock in one or more  series  and to fix the number of shares  constituting  any
  such series and the rights and preferences  thereof,  including  dividend rates,
  terms of redemption  (including  sinking fund  provisions),  redemption price or
  prices,  voting rights,  conversion  rights and  liquidation  preferences of the
  shares constituting such series. The issuance of Preferred Stock by the Board of
  Directors  could  adversely  affect the rights of holders of Common  Stock.  For
  example,  an issuance of Preferred  Stock could result in a class of  securities
  outstanding with preferences over the Common Stock with respect to dividends and
  liquidations,  and that could (upon  conversion or  otherwise)  enjoy all of the
  rights appurtenant to Common Stock.
  
       The  Company  has no  present  plans to issue any  shares of the  Preferred
  Stock.
  
                                          2
  REGISTRATION RIGHTS RELATED TO CERTAIN WARRANTS
  
       The Company has  outstanding  warrants to purchase an  aggregate of 364,952
  shares of Common Stock which were issued in consideration  of services  rendered
  by certain  persons.  The  Company  is  required  to give  notice to each of the
  warrant holders of any proposed  registration by the Company of shares of Common
  Stock pursuant to a registration  statement to be filed under the Securities Act
  and to permit them, subject to certain restrictions, to register and sell shares
  of Common Stock pursuant to such registration statement.
  
  CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS
  
       Divestiture. The Articles of Incorporation of the Company empower the Board
  of Directors to require the divestiture of shares by any person who beneficially
  owns,  directly  or  indirectly,  shares  of any class of  capital  stock of the
  Company and who is found by a gaming  regulatory  authority to be  unsuitable to
  hold the Company's stock.
  
       In addition, the Articles of Incorporation provide that the Company must be
  in compliance with the federal Merchant Marine Act of 1936, as amended,  and the
  federal Shipping Act of 1916, as amended (the "Acts"). The Board of Directors is
  empowered to require the divestiture of shares by any  stockholder  who, by such
  person's  beneficial  ownership  of any class of capital  stock of the  Company,
  causes the Company to be in violation  of either of these Acts.  The Company may
  require the  divestiture  of a sufficient  number of shares to bring the Company
  into compliance with the Acts.
  
       The procedure for divestiture requires the affected stockholder,  within 45
  days of notice from the Company,  to sell,  transfer or otherwise dispose of his
  or her shares of Company  stock.  Following  the 45 day period,  if the affected
  stockholder  has  failed  to  comply  with  the  divestiture  provisions  of the
  Articles,  then the Company shall,  for a period of 60 days, have the right, but
  not the obligation, to purchase all or any part of such shares of stock from the
  affected stockholder at a price per share equal to the fair market value of such
  stock, less 25%.
  
       If a stockholder fails to comply with the divestiture  provisions contained
  in the Articles of Incorporation,  such stockholder,  upon the expiration of the
  time  periods  within  which to divest  such  holder's  shares  in the  Company,
  including the Company's  60-day period within which it may exercise its right to
  purchase such shares,  shall  forfeit the right to vote or receive  dividends on
  the shares of Company stock held by such stockholder and shall not be recognized
  as a stockholder of the Company for any purpose.
  
       Indemnification.  The Bylaws  provide  that  directors  and officers of the
  Company will be indemnified  by the Company to the fullest extent  authorized by
  Texas  law,  as it now  exists or may in the  future  be  amended,  against  all
  expenses and liabilities  reasonably  incurred in connection with service for or
  on behalf of the Company.
  
             Limitation of Liability.  In addition,  the Articles of Incorporation
  provide  that a director  shall not be  personally  liable to the Company or its
  stockholders  for  monetary  damages for an act or  omission  in the  director's
  capacity as a director, except that such provision shall not eliminate or
  
                                          3
  limit the  liability  of a director for (a) a breach of the  director's  duty of
  loyalty to the Company or its  stockholders;  (b) an act or omission not in good
  faith that constitutes a breach of duty of the director to the Company or an act
  or omission that involves  intentional  misconduct or a knowing violation of the
  law; (c) a  transaction  from which the director  received an improper  benefit,
  whether or not the benefit resulted from an action taken within the scope of the
  director's  office;  or (d) an act or  omission  for  which the  liability  of a
  director  is  expressly  provided  by  an  applicable  statute.  In  appropriate
  circumstances, equitable remedies or non-monetary relief, such as an injunction,
  will remain  available  to a  stockholder  seeking  redress  from a violation of
  fiduciary  duty.  In addition,  the provision  applies only to claims  against a
  director  arising  out of his or her  role as a  director  and not in any  other
  capacity (such as an officer or employee of the Company).
  
       Anti-Takeover  Provisions  of  Articles  of  Incorporation.  The  Company's
  Articles  of  Incorporation  authorize  the  Board of  Directors  to issue up to
  1,000,000  shares of Preferred Stock from time to time in one or more designated
  series or classes. The Board of Directors, without approval of the stockholders,
  is  authorized  to  establish  the  voting,  dividend,  redemption,  conversion,
  liquidation  and other  provisions of a particular  series or class of Preferred
  Stock.  The issuance of Preferred  Stock could,  among other  things,  adversely
  affect  the voting  power or other  rights of the  holders of Common  Stock and,
  under  certain  circumstances,  make it more  difficult  for a  third  party  to
  acquire, or discourage a third party from acquiring, control of the Company. The
  Board of  Directors  has no  present  intention  to issue any series or class of
  Preferred Stock.
  
  TRANSFER AGENT AND REGISTRAR
  
       Securities Transfer Corporation,  Dallas, Texas, acts as the Transfer Agent
  and Registrar for the Common Stock.
  
                                          4
  SIGNATURES
  
  Pursuant  to the  requirements  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.
  
                                          CROWN GROUP, INC.
  
                                          By: /s/ Mark D. Slusser
                                              -------------------------------
                                              Mark D. Slusser
                                              Vice President Finance
  
  Dated:  February 3, 1999              
          -------------------------
  
                                          5