EXHIBIT 99
March 8, 1999
Mr. Franklyn E. Churchill, President
Chancellor Corporation
210 South, Street, Floor 10
Boston, MA 02111
Dear Mr. Churchill:
We received a copy of the Form 8-K filed by Chancellor Corporation
("Chancellor") with the Securities and Exchange Commission (the "Commission") on
March 4, 1999 (the "March 8-K") in which you publicly disclosed our termination
as your auditors, and are in the process of considering an appropriate response.
As we advised you, the Form 8-K filed by Chancellor with the Commission on
February 10, 1999 (the "February 8-K"), in which Chancellor reports its
acquisition of Tomahawk Truck & Trailer Sales ("Tomahawk"), did not, based on
information available to us at such time, comply with generally accepted
accounting principles and practices in that the February 8-K designated "the
date of the [Tomahawk] transaction for accounting purposes as August 1, 1998".
Our determination regarding the February 8-K was based on the following
information which was furnished to us by Chancellor:
1. August 1, 1998 Management Agreement
2. August 17, 1998 First Amendment and Management Agreement
3. January 29, 1999 Stock Purchase Agreement
4. January 29, 1999 Loan Agreement
Please advise us promptly (i) as to whether you are in possession of other
information which you believe we should consider in connection with our opinion
regarding the appropriateness of the accounting disclosures made in Chancellor's
February 8-K and (ii) as to whether the February 8-K has been amended to date.
The supplemental information, if any, furnished will be used by us in
determining the scope of our response to the March 8-K.
We need to provide our response to your March 8-K no later than March 12, 1999.
Please furnish any additional information by the close of business on Wednesday,
March 10, 1999.
Very truly yours,
REZNICK FEDDER & SILVERMAN
/s/ Philip A. Weitzel
Principal