<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Capital City Bank Group, Inc.
---------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
State of Florida 59-2273542
- ---------------------------- ----------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
217 N. Monroe Street, Tallahassee, Florida 32301
------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Capital City Bank Group, Inc.
1996 Director Stock Purchase Plan
----------------------------------------------
(Full Title of the Plan)
Copies To:
J. Kimbrough Davis Jeffrey A. Stoops, Esq.
Senior Vice President and Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
Chief Financial Officer 777 S. Flagler Drive
217 N. Monroe Street Suite 500 - East Tower
Tallahassee, Florida 32301 West Palm Beach, Florida 33401
(904) 671-0610
------------------------
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X
----
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered/(1)/ Per Share/(2)/ Price Fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 50,000 shares $42.00 $2,100,000 $637.00
- ---------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Capital City Bank Group, Inc. 1996 Director Stock Purchase Plan as the result of
a stock split, stock dividend or similar adjustment of the outstanding common
stock of Capital City Bank Group, Inc. pursuant to 17 C.F.R. (S)230.416(a).
(2) Calculated pursuant to Rule 457(h), based on the last available sales price
data for the common stock available to management of the Registrant, in
accordance with Rule 457(h) and (c).
This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R.
(S)230.462.
<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 50,000 shares of
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the
"Company" or the "Registrant") reserved for issuance and delivery under the
Capital City Bank Group, Inc. 1996 Director Stock Purchase Plan (the "Plan").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is contained in the Prospectus meeting
the requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
Information Not Required in the Prospectus
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which includes the consolidated statements of
financial condition of the Company at December 31, 1995 and 1994, and
the related consolidated statements of income, consolidated and parent
company statements of shareholders' equity and consolidated statements
of cash flows for each of the years in the three-year period ended
December 31, 1995, together with the related notes and reports of
independent certified public accountants, filed with the Commission on
March 29, 1996, as amended by Form 10-K/A on April 9, 1996.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995.
(c) The description of the Common Stock as contained in the Registrant's
Registration Statement on Form S-8 (Registration No. 333-18543) as
filed with the Commission on December 23, 1996.
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in the Registration Statement and to be a part thereof
from the date of filing of such document. Any statement made in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that such statement is replaced or modified by a statement
contained in a subsequently dated document incorporated by reference
or contained in this Registration Statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None. Neither the named experts or counsel referenced below have an interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
2
<PAGE>
Section 607.0850 of the Florida Business Corporation Act ("FBCA") provides
that a corporation may indemnify a director or officer of the corporation and
purchase and maintain liability insurance for those persons as, and to the
extent, permitted by Section 607.0850 of the FBCA. In addition, the
Registrant's Amended and Restated Articles of Incorporation obligate the
Registrant to indemnify its officers and directors for costs and expenses
actually and reasonably incurred in connection with a legal proceeding,
including amounts paid in settlement of such a proceeding, to the fullest extent
permitted by the FBCA.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.
10. 1996 Director Stock Purchase Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in
Exhibit 5).
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post
effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post effective amendment any of
the securities being registered which remain unsold at the termination of the
Plan.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3
<PAGE>
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Tallahassee, State of Florida, on the 20th day of
December, 1996.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
------------------------------------
William G. Smith, Jr., President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ DuBose Ausley Chairman of the Board December 20, 1996
- --------------------------
DuBose Ausley
/s/ Thomas A. Barron Director December 20, 1996
- ------------------------
Thomas A. Barron
/s/ Cader B. Cox, III Director December 20, 1996
- ---------------------------
Cader B. Cox, III
/s/ John K. Humphress Director December 20, 1996
- ------------------------
John K. Humphress
/s/ Payne H. Midyette Director December 20, 1996
- --------------------------
Payne H. Midyette, Jr.
/s/ Godfrey Smith Director December 20, 1996
- ----------------------------
Godfrey Smith
/s/ William G. Smith, Jr. Director December 20, 1996
- -------------------------
William G. Smith, Jr.
5
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
5. Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
regarding the legality of the securities being offered hereby
10. 1996 Director Stock Purchase Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
(contained in Exhibit 5)
6
<PAGE>
EXHIBIT 5
<PAGE>
11221.9000
(407) 650-0539
December 20, 1996
Board of Directors
Capital City Bank Group, Inc.
217 N. Monroe Street
Tallahassee, FL 32301
Re: Capital City Bank Group, Inc.
1996 Director Stock Purchase Plan
Registration Statement on Form S-8,
50,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as legal counsel for Capital City Bank Group, Inc. (the
"Company"), a corporation organized under the laws of the State of Florida, with
respect to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about December 23, 1996 in connection with the registration
under the Securities Act of 1933, as amended, by the Company of an aggregate of
up to 50,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), issuable upon issuance of stock under the Capital City Bank Group, Inc.
1996 Director Stock Purchase Plan, effective as of February 23, 1996 (the
"Plan").
As legal counsel for the Company, we have examined the corporate
proceedings relating to the Plan and such other legal matters as we deemed
appropriate for the purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such copies. We have assumed that all signatories were and are legally
competent to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the opinion that
the shares of Common Stock to be issued under the Plan have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid, and nonassessable.
We are members of the Bar of the State of Florida and do not herein express
any opinion as to matters governed by the laws of any jurisdiction other than
the internal laws of the State of Florida (without reference to the choice-of-
law or conflict-of-law provisions, principles or decisions under Florida law, or
under any other state, federal or foreign law); and we have assumed compliance
with all other laws, including, without limitation, Federal, foreign and other
states' laws.
Our opinions are limited to the specific issues addressed and are limited
in all respects to laws and facts existing on the date hereof. By rendering our
opinion letter, we do not undertake to advise you of any changes in such laws or
facts which may occur or come to our attention after the date hereof.
<PAGE>
Page 2
December 20, 1996
Board of Directors
We hereby consent to the inclusion of this opinion letter as part of the
Registration Statement. The foregoing opinions are furnished to you at your
request, are solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this law firm.
Very truly yours,
/s/ Gunster, Yoakley, Valdes-Fauli
& Stewart, P.A.
-----------------------------------
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
<PAGE>
EXHIBIT 10
<PAGE>
CAPITAL CITY BANK GROUP, INC.
1996 DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the 1996 Director Stock Purchase Plan
-------
(the "Plan") is to provide certain members of the Board of Directors (the
"Eligible Directors") of Capital City Bank Group, Inc. (the "Company") and its
Subsidiaries with the ability to apply all or a portion of their annual retainer
and monthly fees received from serving as directors to the purchase of shares of
Common Stock at a ten percent (10%) discount from Fair Market Value. A further
purpose of the Plan is to advance the interests of the Company and its
stockholders by encouraging increased Common Stock ownership by the Eligible
Directors, thereby promoting long-term shareholder value by strengthening their
commitment to the welfare of the Company and promoting an identity of interest
between stockholders and Eligible Directors.
2. Definitions. The following definitions shall be applicable
-----------
throughout the Plan.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the Common Stock of the Company, one
penny ($0.01) par value per share.
(c) "Company" shall mean Capital City Bank Group, Inc., a Florida
corporation.
(d) "Eligible Directors" shall mean members of the Board of
Directors of the Company and its Subsidiaries who receive annual retainers and
monthly fees for serving as directors of the Company or its Subsidiaries.
(e) "Eligibility Date" shall mean January 1 of each year,
commencing January 1, 1997.
(f) "Fair Market Value" shall mean the average of (i) the high and
low prices of the shares of Common Stock on the principal national securities
exchange on which the Common Stock is traded for the ten (10) trading days
immediately preceding each Eligibility Date, if the Common Stock is then traded
on a national securities exchange; or (ii) the last reported sale prices of the
shares of Common Stock on the NASDAQ National Market List for the ten
(10) trading days immediately preceding the Eligibility Date, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid prices last quoted by an established quotation service for over-the-counter
securities for the ten (10) trading days immediately preceding the Eligibility
Date, if the Common Stock is not reported on the NASDAQ National Market List. In
the event there is no trading in the shares of Common Stock, "Fair Market Value"
shall be deemed to be the fair value of the Common Stock as determined by the
Board after taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Common Stock
in private transactions negotiated at arm's length.
(g) "Plan" shall mean the 1996 Director Stock Purchase Plan of
Capital City Bank Group, Inc.
<PAGE>
(h) "Purchase Period" shall mean the fifteen day period beginning
with the Eligibility Date each year in which an Eligible Director may make an
election indicating the dollar amount of his annual retainer and fees received
from serving as a director in the preceding year which he would like to be
applied to the purchase of shares of Common Stock; provided, however, that if
the Purchase Period shall end on a Saturday, Sunday or legal holiday, the
Purchase Period shall extend to 5:00 p.m. of the next business day.
(i) "Stock" shall mean the Common Stock or such other authorized
shares of stock of the Company as the Board may from time to time authorize for
use under the Plan.
(j) "Subsidiary" shall mean any corporation which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Internal
Revenue Code of 1986, as amended.
3. Effective Date and Duration. The Plan shall become effective on
---------------------------
the date of approval by the Board, and shall terminate upon adoption of a
resolution of the Board terminating the Plan.
4. Administration. The Board shall administer the Plan. The Board
--------------
shall have the authority, subject to the provisions of the Plan, to establish,
adopt, or revise such rules and regulations and to make all such determinations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan. The Board's interpretation of the Plan and all
decisions and determinations by the Board with respect to the Plan shall be
final, binding, and conclusive on all parties unless otherwise determined by the
Board.
5. Common Stock Subject to the Plan.
--------------------------------
(a) The aggregate number of shares of Common Stock which shall be
made available for sale under the Plan shall not exceed fifty thousand (50,000).
However, the aggregate number of shares of Common Stock available under the Plan
shall be subject to appropriate adjustment in the case of any extraordinary
dividend or other distribution, recapitalization, forward or reverse stock
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, or other similar corporate transaction or event affecting the
Common Stock.
(b) Common Stock to be issued to an Eligible Director under the
Plan will be registered in the record or beneficial name of the Eligible
Director or in the record or beneficial name of the Eligible Director and his or
her spouse.
6. Eligibility. Each person who is an Eligible Director on the
-----------
Eligibility Date shall be eligible to participate in the Plan.
2
<PAGE>
7. Purchase of Common Stock Pursuant to the Plan.
---------------------------------------------
(a) Purchase price. The purchase price per share of Common Stock
purchased under the Plan shall be ninety percent (90%) of Fair Market Value.
(b) Manner of election. At any time during the Purchase Period an
Eligible Director may elect to have all or a portion of his or her retainer and
fees received for serving as a director of the Company or its Subsidiaries in
the preceding calendar year applied to the purchase of shares of Common Stock.
Election must be made by written notice to the Chief Financial Officer of the
Company or such other person as designated from time to time by the Board and
must be accompanied by a check payable to the order of the Company in the amount
of such election.
(c) When stock shall be issued to Eligible Directors. As soon as
practicable after each Purchase Period, shares of Common Stock purchased under
the Plan shall be issued to the purchasing Eligible Director.
8. General.
-------
(a) Additional Provisions. The purchase of any shares of Common
Stock under the Plan may also be subject to such other provisions (whether or
not applicable to purchases made by any other Director) as the Board determines
appropriate including, without limitation, provisions to comply with Federal and
state securities laws and Federal and state income tax withholding requirements.
(b) Government and Other Regulations. The obligations of the
Company shall be subject to all applicable laws, rules, and regulations, and to
such approvals by governmental agencies as may be required .
(c) Tax Withholding. Notwithstanding any other provision of the
Plan, a Director receiving Common Stock purchased under the Plan may be required
to pay to the Company or a Subsidiary, as appropriate prior to delivery of such
Common Stock, the amount of any such taxes which the Company or Subsidiary is
required to withhold, if any, with respect to such Common Stock. Subject in
particular cases to the disapproval of the Board, the Company may accept shares
of Common Stock of equivalent Fair Market Value in payment of such withholding
tax obligations if the Director elects to make payment in such manner at the
time of election.
(d) Employment Director Rights. Neither this Plan nor any action
taken hereunder shall be construed as giving any Eligible Director any right to
be retained in the employ or as a director of the Company or a Subsidiary.
(e) No Liability of Board Members. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Board nor for any
mistake of judgment made in good faith,
3
<PAGE>
and the Company shall indemnify and hold harmless each member of the Board and
each other employee, officer or director of the Company to whom any duty or
power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such
person's own fraud or bad faith; provided, however, that approval of the Board
-------- -------
shall be required for the payment of any amount in settlement of a claim against
any such person. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
(f) Governing Law. The Plan will be administered in accordance
with federal laws, or in the absence thereof, the laws of the State of Florida.
(g) Nontransferability. A person's rights and interest under the
Plan may not be sold, assigned, donated or transferred or otherwise disposed of,
mortgaged, pledged or encumbered.
(h) Reliance on Reports. Each member of the Board shall be fully
justified in relying, acting or failing to act, and shall not be liable for
having so relied, acted or failed to act in good faith, upon any report made by
the independent public accountant of the Company and its Subsidiaries and upon
any other information furnished in connection with the Plan by any person or
persons other than himself.
(i) Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.
(j) Pronouns. Masculine pronouns and other words of masculine
gender shall refer to both men and women.
(k) Titles and Headings. The titles and headings of the sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.
9. Nonexclusivity of the Plan. The adoption of this Plan by the
--------------------------
Board shall not be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable, and
such arrangements may be either applicable generally or only in specific cases.
10. Amendments and Termination. The Board may at any time terminate
--------------------------
the Plan. The Board may, at any time, or from time to time, amend or suspend
and, if suspended, reinstate, the Plan in whole or in part.
4
<PAGE>
* * *
As adopted by the Board of Directors of
Capital City Bank Group, Inc. as of
February 23, 1996 and as amended
as of December 20, 1996.
5
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our report
dated January 26, 1996, incorporated by reference in Capital City Bank Group,
Inc.'s Form 10-K, as amended by Form 10-K/A, for the year ended December 31,
1995, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 20, 1996
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT
-------
The Board of Directors
Capital City Bank Group, Inc.
We consent to incorporation by reference in the registration statement dated
December 23, 1996 on Form S-8 of Capital City Bank Group, Inc. of our report
dated October 24, 1995 relating to the consolidated balance sheet of First
Financial Bancorp, Inc., as of September 30, 1995 and 1994 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1995.
/s/ Hacker, Johnson, Cohen & Grieb
- ----------------------------------
HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
December 20, 1996
<PAGE>
EXHIBIT 23.3
