SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-KA

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended: Commission file number:
APRIL 30, 2001 0-14939

CROWN GROUP, INC.
(Exact name of registrant as specified in its charter)

<Table>

TEXAS 63-0851141
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</Table>

4040 N. MACARTHUR BLVD., SUITE 100, IRVING, TEXAS
(Address of principal executive offices)

75038
(Zip Code)

(972) 717-3423
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.01 par share

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

As of August 6, 2001 the aggregate market value of the voting stock held by
non-affiliates (all persons other than executive officers, directors and
holder's of 5% or more of the Registrant's common stock) of the Registrant
(4,429,541 shares) was $15,946,348.

As of August 6, 2001 there were 6,735,367 shares of the Registrant's common
stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The name, age, position and business experience of each executive officer
of the Company is set forth under the heading "Executive Officers" in Item 1 of
this report. As of August 15, 2001, the Directors of the Company were as follows
(including their age, business experience and the period which they have served
as a director):

EDWARD R. MCMURPHY, age 50, has served as the Company's Chief Executive
Officer since July 1984. He has been a director of the Company since its
inception in April 1983. From 1979 to June 1986, Mr. McMurphy served as
President of Marion Properties, Inc., a real estate development company and
former parent of the Company from July 1984 to June 1986. Mr. McMurphy is also a
director of Smart Choice Automotive Group, Inc., a 70% owned subsidiary of the
Company that sells and finances used vehicles.

TILMAN J. FALGOUT, III, age 52, has served as Executive Vice President and
General Counsel of the Company since March 1995 and as a director of the Company
since September 1992. From 1978 until June 1995, Mr. Falgout was a partner in
the law firm of Stumpf & Falgout, Houston, Texas. Mr. Falgout is also a director
of Smart Choice Automotive Group, Inc., a 70% owned subsidiary of the Company
that sells and finances used vehicles.

JOHN DAVID SIMMONS, age 65, has served as a director of the Company since
August 1986. Since 1970, he has been President of Simmons & Associates LLC, a
real estate development company, and Management Resources LLC, a management
consulting firm.

GERALD L. ADAMS, age 66, has been an entrepreneur for the past 35 years,
starting, developing and operating a number of businesses primarily related to
the shipping, trucking, and real estate industries. Mr. Adams currently owns and
operates several companies, including (i) Adams Transportation, Inc. (trucking)
where he has been President since 1963, (ii) TriRiver Dock, Inc. (stevedoring),
where he has been President since 1970, (iii) Adams Ringside, Inc. (restaurant)
and Clover Ridge, Inc. (shopping center operator), where he has been President
since 1990, and (iv) Clover Ridge Estates, Inc. (residential real estate
development), where he has been President since 1998. Mr. Adams has served as a
director of the Company since October 1993.

GERARD M. JACOBS, age 46, has been Chairman of Huntington AluTech, Inc., a
holding company engaged in the aluminum forging industry, since March 1999. From
April 1996 to February 1999, Mr. Jacobs was Chief Executive Officer and a
director of Metal Management, Inc., a company specializing in scrap metal
recycling. From 1983 through 1995, Mr. Jacobs developed resource recovery,
landfill and hydroelectric projects for his own account and for the investment
banking firm of Russell, Rea & Zappala, Inc., Pittsburgh, Pennsylvania. From
1978 to 1983, Mr. Jacobs practiced securities, corporate and banking law with
the law firms of Reed, Smith, Shaw & McClay and Manion, Alder & Cohen, P.C.,
Pittsburgh, Pennsylvania. Mr. Jacobs has been a director of the Company since
September 1994. Mr. Jacobs is also a director of Ceira Technologies, Inc., Costa
Mesa, California.

ROBERT J. KEHL, age 66, has been an entrepreneur for the past 35 years,
starting, developing and operating businesses primarily in the riverboat
construction, gaming, riverboat touring and restaurant industries. From 1993 to
2000, Mr. Kehl was President of Kehl River Boats, Inc., a riverboat construction
firm. Since 2000, Mr. Kehl has been managing his personal investments. Mr. Kehl
has been a director of the Company since September 1994.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers, and persons who own more than 10% of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than 10%
stockholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company, during the fiscal
year ended April 30, 2001, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% stockholders were complied with.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued by the
Company to or on behalf of the Company's Chief Executive Officer and any other
executive officer whose salary and bonus, if any, exceeded $100,000 in fiscal
2001 (the "Named Executive Officers"), for the years ended April 30, 2001, 2000
and 1999:

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
Long-Term All Other
Annual Compensation Compensation Compensation(1)
--------------------------------------- ------------ ---------------
Name and Fiscal Other Annual Stock
Principal Position Year Salary Bonus Compensation Options
- -------------------------- ------ -------- -------- ------------ -------- ---------------

Edward R. McMurphy 2001 $350,000 $286,639 -- -- $ 13,967
Chairman of the Board, 2000 350,000 650,000 -- -- 12,967
President and Chief 1999 312,500 800,000 -- 400,000 16,900
Executive Officer

Tilman J. Falgout, III 2001 $275,000 $165,368 -- -- $ 9,747
Executive Vice President 2000 275,000 375,000 -- -- 8,862
and General Counsel 1999 237,500 425,000 -- 145,000 12,728

Mark D. Slusser 2001 $175,000 $121,270 -- -- $ 7,675
Chief Financial Officer, 2000 175,000 275,000 -- -- 7,234
Vice President Finance 1999 156,250 250,000 -- 115,000 7,732
and Secretary
</Table>

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(1) These amounts include contributions to the Company's 401(k) Plan and
certain insurance premiums as follows:

<Table>
<Caption>
Disability 401(k)
Insurance Plan
---------- ------

Edward R. McMurphy 2001 $8,717 $5,250
2000 8,717 4,250
1999 8,525 8,375

Tilman J. Falgout, III 2001 $4,841 $4,906
2000 4,841 4,021
1999 5,811 6,917

Mark D. Slusser 2001 $2,206 $5,469
2000 2,206 5,028
1999 2,207 5,525
</Table>

SEVERANCE AGREEMENTS

In July 1996, the Board of Directors authorized the Company to enter into
severance agreements with each of Mr. McMurphy, Mr. Falgout and Mr. Slusser,
which agreements provide that in the event of a sale, merger, consolidation,
change in control, or liquidation of the Company, or similar extraordinary
corporate transaction causing a change in control, each such officer shall be
entitled to 2.99 times the annual compensation paid to the executive as well as
accelerated vesting of options under the Company's stock option plans.

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STOCK OPTION PLAN

In July 1997, the Board of Directors adopted the Company's 1997 Stock
Option Plan which was subsequently approved by the stockholders at the 1997
Annual Meeting (the "1997 Plan"). During the fiscal year ended April 30, 2001,
no options were granted under the 1997 Plan to any Named Executive Officer.

The following table provides certain information concerning each exercise
of stock options under the Company's stock option plans during the fiscal year
ended April 30, 2001 by the Named Executive Officers, and the fiscal year-end
value of unexercised options held by such persons under the Company's stock
option plans:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
Number of
Unexercised Value of Unexercised
Shares Options at Fiscal Options at Fiscal
Acquired Year-End Year-End
on Value Exercisable/ Exercisable/
Name Exercise Realized(2) Unexercisable Unexercisable(1)
---- -------- ----------- ----------------- --------------------

Edward R. McMurphy 25,000 $60,938 625,000 / 50,000 $403,750 / $ --

Tilman J. Falgout, III -- -- 292,500 / 50,000 142,578 / --

Mark D. Slusser -- -- 140,000 / 40,000 67,875 / --
</Table>

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(1) The market value of the Company's common stock on April 30, 2001 was $3.95
per share, and options to purchase 842,500 shares held by the above officers
were in-the-money. The actual value, if any, an executive may realize will
depend upon the amount by which the market price of the Company's common stock
exceeds the exercise price when the options are exercised.

(2) Calculated as the amount by which the aggregate fair market value of the
optioned shares exceeds the aggregate exercise price on the date of exercise.

DIRECTOR COMPENSATION

Non-employee directors of the Company receive a $24,000 annual retainer,
$2,000 per Board meeting attended in person, and $500 per Committee meeting
attended in person. Directors who are also employees of the Company do not
receive separate compensation for their services as a director. Pursuant to the
1997 Plan, on the first business day of July in each year, each then serving
non-employee director of the Company is automatically granted an option to
purchase 2,500 shares of common stock, at an exercise price equal to the fair
market value of such stock on the date of grant. Options granted under the 1997
Plan are exercisable for a period of up to ten years. In the event that a
director ceases to be a director of the Company for any reason, options granted
to the director will generally expire upon the earlier to occur of (1) the tenth
anniversary of the date of grant of the option, or (2) ninety days following the
date on which such director ceased to be a director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended April 30, 2001, Edward R. McMurphy, Chairman
of the Board, President and Chief Executive Officer of the Company, served as a
member of the Compensation and Stock Option Committee of the Board of Directors.
Mr. McMurphy also serves as a Director of Huntington AluTech, Inc., a firm in
which Gerard M. Jacobs, a Director of the Company, serves as Chairman.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of August 15, 2001,
with respect to ownership of the outstanding common stock of the Company by (i)
all persons known to the Company to own beneficially more than five percent (5%)
of the Company's outstanding common stock (whose address is shown), (ii) each
director of the Company, (iii) each of the executive officers of the Company
named in the Summary Compensation Table, and (iv) all directors and executive
officers as a group. Unless otherwise indicated, each person possesses sole
voting and investment power with respect to the shares owned by him.

<Table>
<Caption>
Number of Shares Percent
Name Beneficially Owned of Class
---- ------------------ --------

Edward R. McMurphy 1,014,540(1) 13.8%
4040 N. MacArthur Blvd., Suite 100
Irving, Texas 75038

Robert J. Kehl 974,167(2) 14.4%
Third St., Ice Harbor
Dubuque, Iowa 52004

Tilman J. Falgout, III 721,000(3) 10.3%
4040 N. MacArthur Blvd., Suite 100
Irving, Texas 75038

Gerard M. Jacobs 210,280(4) 3.1%

Mark D. Slusser 144,500(5) 2.1%

Gerald L. Adams 125,889(6) 1.9%

John David Simmons 49,650(7) *

All Directors and Executive 3,240,026(8) 41.0%
Officers as a Group (7 persons)
</Table>

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* Less than 1%.

(1) Includes 625,000 shares subject to presently exercisable stock options.

(2) Includes 956,667 shares issued in the name of Kehl River Boats, Inc., of
which Mr. Kehl is a principal shareholder. Also includes 17,500 shares
subject to presently exercisable stock options.

(3) Includes 292,500 shares subject to presently exercisable stock options and
400,000 shares held in a corporation controlled by Mr. Falgout.

(4) Includes 2,300 shares held by a corporation controlled by Mr. Jacobs and
17,500 shares subject to presently exercisable stock options.

(5) Includes 140,000 shares subject to presently exercisable stock options.

(6) Includes 20,000 shares subject to presently exercisable stock options.

(7) Includes 47,500 shares subject to presently exercisable stock options.

(8) Includes an aggregate of 1,160,000 shares subject to presently exercisable
stock options, 402,300 shares held in corporations controlled by certain
directors and 956,667 shares issued in the name of Kehl River Boats, Inc.
of which a director is a principal shareholder.

ITEM 13. RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended April 30, 2001, the Company paid a consulting
firm $81,140, of which John David Simmons, a Director of the Company, is
President. The fees were paid in connection with providing certain consulting
services to the Company's used car sales and finance businesses.

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SIGNATURES

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

CROWN GROUP, INC.

By: /s/ Mark D. Slusser
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Mark D. Slusser
Chief Financial Officer, Vice President Finance and Secretary
(Principal Financial and Accounting Officer)

Dated: August 24, 2001