<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1997.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
SUMMIT BANK CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1722476
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4360 CHAMBLEE-DUNWOODY ROAD
ATLANTA, GEORGIA 30341
(770) 454-0400
(Address, including zip code, and telephone number of principal
executive offices)
SUMMIT BANK CORPORATION 1987 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full titles of the plans)
GARY K. MCCLUNG
SUMMIT BANK CORPORATION
4360 CHAMBLEE-DUNWOODY ROAD
ATLANTA, GEORGIA 30341
(770) 454-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
JEFFREY A. ALLRED, ESQ.
ALSTON & BIRD LLP
1201 WEST PEACHTREE STREET, N.W.
ATLANTA, GEORGIA 30309-3424
(404) 881-7823
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered (1)(2) Per Unit (2) Offering Price(2) Registration Fee(2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 41,225 $10.00 $410,225 $125
value 108,775 $17.00 $1,849,175 $560
------- ---------- ----
150,000 $2,259,400 $685
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</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become exercisable as a result of the adjustment and anti-dilution
provisions of the Plan.
(2) Estimated, solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(l) based on (a) an exercise price of $10.00 per
share with regard to options for the purchase of 41,225 of the shares registered
hereunder, which options currently are outstanding, and (b) as to the remaining
108,775 of the shares registered hereunder, the closing sale price of $17.00 per
share for the Registrant's Common Stock on the Nasdaq National Market on June
11, 1997.
<PAGE> 2
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Summit Bank Corporation (the "Registrant" or
"Corporation") are incorporated by reference into this Registration Statement
and are deemed to be a part hereof from the date of the filing of such
documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996.
(3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 herein and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
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
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide indemnification as follows:
9.1 Indemnification of Directors. The Corporation shall indemnify and hold
harmless any person (an "Indemnified Person") who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action or suit by or in the right of the Corporation) by reason
of the fact
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that he is or was a director of the Corporation, against expenses (including,
but not limited to, attorneys' fees and disbursements, court costs and expert
witness fees), and against any judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding; provided, that no indemnification shall be made in respect of (a)
expenses, judgments, fines and amounts paid in settlement attributable to (i)
any appropriation, in violation of such person's duty to the Corporation, of any
business opportunity of the Corporation, (ii) acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) liability under
Section 14-2-832 of the Georgia Business Corporation Code, and (iv) any
transaction from which such person received an improper personal benefit, or (b)
any other judgments, fines and amounts paid in settlement to the extent that
such amounts do not exceed liability limits, if any, set forth in the
Corporation's articles of incorporation. If at any time the Georgia Business
Corporation Code shall have been amended to authorize the further
indemnification against liability of a director, then each director of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted by the Code, as so amended, without further action by the
shareholders, unless the provisions of the Code, as amended, require further
action by the shareholders; provided that no indemnification shall be made in
respect of any judgments, fines and amounts paid in settlement for which
indemnification is authorized by the Code to the extent that such amounts do not
exceed liability limits, if any, set forth in the Corporation's articles of
incorporation.
9.2 Indemnification of Officers and Others. The Board of Directors shall
have the power to cause the Corporation to provide to officers, employees and
agents of the Corporation all or any part of the right to indemnification and
other rights of the type provided under Sections 9.1, 9.5 and 9.10 of this
Article Nine (subject to the conditions, limitations and obligations specified
therein, but not subject however to the limitation imposed under clause (b) of
Section 9.1 of this Article Nine), upon a resolution to that effect identifying
such officers, employees or agents (by position or name) and specifying the
particular rights provided, which may be different for each of the officers,
employees and agents identified. Each officer, employee or agent of the
Corporation so identified shall be an "Indemnified Person" for purposes of the
provisions of this Article Nine.
9.3 Subsidiaries. The Board of Directors shall have the power to cause the
Corporation to provide to any director, officer, employee or agent of this
Corporation who also is a director, officer, trustee, general partner, employee
or agent of a Subsidiary (as defined below), all or any part of the right to
indemnification and other rights of the type provided under Sections 9.1, 9.5
and 9.10 of this Article Nine (subject to the conditions, limitations and
obligations specified therein), with regard to amounts actually and reasonably
incurred by such person by reason of the fact that he is or was a director,
officer, trustee, general partner, employee or agent of the Subsidiary. The
Board of Directors shall exercise such power, if at all, through a resolution
identifying the person or persons to be indemnified (by position or name) and
the Subsidiary (by name or other classification), and specifying the particular
rights provided, which may be different for each of the directors, officers,
employees and agents identified. Each person so identified shall be an
"Indemnified Person" for purposes of the provisions of this Article Nine. As
used in this Article Nine, "Subsidiary" shall mean (i) another corporation,
joint venture, trust, partnership or unincorporated business association more
than twenty percent (20%) of the voting capital stock or other voting equity
interest of which was, at or after the time the circumstances giving rise to
such action, suit or proceeding arose, owned, directly or indirectly, by the
Corporation, or (ii) a nonprofit corporation which receives its principal
financial support from the Corporation or its subsidiaries.
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9.4 Determination. Notwithstanding any judgment, order, settlement,
conviction or plea in any action, suit or proceeding of the kind referred to in
Section 9.1 of this Article Nine, an Indemnified Person shall be entitled to
indemnification as provided in such Section 9.1 unless a determination that such
Indemnified Person is not entitled to such indemnification (because of the
applicability of clause (a) or (b) of such Section 9.1) shall be made (i) by the
Board of Directors by a majority vote or consent of a quorum consisting of
directors who are not seeking the benefits of such indemnification; or (ii) if
such quorum is not obtainable, or, even if obtainable if a quorum of such
disinterested directors so directs, in a written opinion by independent legal
counsel (which counsel may be the outside legal counsel regularly employed or
retained by the Corporation); or (iii) if a quorum cannot be obtained under (i)
above and in the absence of a written opinion by independent legal counsel, by
majority vote or consent of a committee duly designated by the Board of
Directors (in which designated interested directors may participate), consisting
solely of one or more directors who are not seeking the benefit of such
indemnification. Provided, however, that notwithstanding any determination
pursuant to the preceding sentence, if such determination shall have been made
at a time that the members of the Board of Directors, so serving when the events
upon which such Indemnified Person's liability has been based occurred, no
longer constitute a majority of the members of the Board of Directors, then such
Indemnified Person shall nonetheless be entitled to indemnification as set forth
in such Section 9.1 unless the Corporation shall carry the burden of proving, in
an action before any court of competent jurisdiction, that such Indemnified
Person is not entitled to indemnification because of the applicability of clause
(a) or (b) of such Section 9.1.
9.5 Advances. Expenses (including, but not limited to, attorneys' fees and
disbursements, court costs, and expert witness fees) incurred by the Indemnified
Person in defending any action, suit or proceeding of the kind described in
Section 9.1 hereof shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as set forth herein. The
Corporation shall promptly pay the amount of such expenses to the Indemnified
Person, but in no event later than ten (10) days following the Indemnified
Person's delivery to the Corporation of a written request for an advance
pursuant to this Section 9.5, together with a reasonable accounting of such
expenses; provided, that the Indemnified Person shall undertake and agree to
repay to the Corporation any advances made pursuant to this Section 9.5 if it
shall be determined pursuant to Section 9.4 that the Indemnified Person is not
entitled to be indemnified by the Corporation for such amounts. The Corporation
shall make the advances contemplated by this Section 9.5 regardless of the
Indemnified Person's financial ability to make repayment. Any advances and
undertakings to repay pursuant to this Section 9.5 shall be unsecured and
interest-free.
9.6 Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, general partner, employee or agent
of another corporation, nonprofit corporation, joint venture, trust,
partnership, unincorporated business association or other enterprise, against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article Nine.
9.7 Notice. If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of shareholders,
unless such meeting is held within three (3) months from the date of such
payment, and
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in any event, within fifteen (15) months from the date of such payments send by
first class mail to its shareholders of record at the time entitled to vote for
the election of directors a statement specifying the persons paid, the amount
paid and the nature and statue at the time of such payment of the litigation or
threatened litigation.
9.8 Security. The Corporation may designate certain of its assets as
collateral, provide self-insurance or otherwise secure its obligations under
this Article Nine, or under any indemnification agreement or plan of
indemnification adopted and entered into in accordance with the provisions of
this Article Nine, as the Board of Directors deems appropriate.
9.9 Amendment. Any amendment to this Article Nine which limits or otherwise
adversely effects the right of indemnification or other rights of any
Indemnified Person hereunder shall, as to such indemnified Person, apply only to
claims, actions, suits or proceedings based on actions, events or omissions
(collectively, "Post Amendment Events") occurring after such amendment and after
delivery of notice of such amendment to the Indemnified Person so affected. Any
indemnified Person shall, as to any claim, action, suit or proceeding based on
actions, events or omissions occurring prior to the date of receipt of such
notice, be entitled to the right of indemnification and other rights under this
Article Nine to the same extent as had such provisions continued as part of the
bylaws of the Corporation without such amendment. This Section 9.9 cannot be
altered, amended or repealed in a manner effective as to any Indemnified Person
(except as to Post Amendment Events) without the prior written consent of such
Indemnified Person. The Board of Directors may not alter, amend or repeal any
provision of this Article Nine in a manner that extends or enlarges the right of
any person to indemnification or advancement of expenses hereunder, except with
the approval of the holders of a majority of all the shares of capital stock of
the Corporation entitled to vote thereon at a meeting called for such purpose.
9.10 Agreements. The provisions of this Article Nine shall be deemed to
constitute an agreement between the Corporation and each person entitled to
indemnification hereunder. In addition to the rights provided in this Article
Nine, the Corporation shall have the power, upon authorization by the Board of
Directors, to enter into an agreement or agreements providing to any person who
is or was a director, officer, employee or agent of the Corporation
indemnification rights substantially similar to those provided in this Article
Nine.
9.11 Successors. For purposes of this Article Nine, the terms "the
Corporation" or "this Corporation" shall include any corporation, joint venture,
trust, partnership or unincorporated business association which is the successor
to all or substantially all of the business or assets of this Corporation, as a
result of merger, consolidation, sale, liquidation or otherwise, and any such
successor shall be liable to the person indemnified under this Article Nine on
the same terms and conditions and to the some extent as this Corporation.
9.12 Additional Indemnification. In addition to the specific indemnification
rights set forth herein, the Corporation shall indemnify each of its directors
and officers to the full extent permitted by action of the Board of Directors
without shareholder approval under the Georgia Business Corporation Code or
other laws of the State of Georgia.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant 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 this 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 this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Exchange Act that are
incorporated by reference in this 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 being
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 offering.
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<PAGE> 7
(b) The undersigned Registrant hereby undertakes 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 provisions described under Item 6
above, or otherwise, the Registrant has been advised 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. 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Atlanta, State of Georgia, on June 9, 1997.
SUMMIT BANK CORPORATION
(Registrant)
By: /s/ Gary K. McClung
---------------------------------------
Name: Gary K. McClung
Title: Executive Vice President,
Chief Financial Officer and Secretary
(Prinicpal Financial Officer and
Principal Accounting Officer)
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Gary K. McClung, as true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or either of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ David Yu Director, President and Chief June 9, 1997
- --------------------------- Executive Officer
David Yu
/s/ Pin Pin Chau Director, Executive Vice President June 9, 1997
- ---------------------------
Pin Pin Chau
/s/ Gary K. McClung Executive Vice President, June 9, 1997
- -------------------------- Chief Financial Officer and Secretary
Gary K. McClung (Principal Financial Officer and
Principal Accounting Officer)
/s/ P. Carl Unger, Ph.D. Director, Chairman of the Board June 5, 1997
- ---------------------------
P. Carl Unger, Ph.D.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Jack N. Halpern Director, Vice Chairman June 4, 1997
- --------------------------- of the Board
Jack N. Halpern
/s/ Aaron I. Alembik Director June 10, 1997
- ---------------------------
Aaron I. Alembik
- --------------------------- Director
Gerald L. Allison
- --------------------------- Director
Bruno C. Bucari
- --------------------------- Director
Paul C.Y. Chu
/s/ Peter M. Cohen Director June 4, 1997
- ----------------------------
Peter M. Cohen
/s/ Donald R. Harkleroad Director June 10, 1997
- ----------------------------
Donald R. Harkleroad
/s/ Daniel T. Huang Director June 7, 1997
- ----------------------------
Daniel T. Huang
/s/ Shafik H. Ladha Director June 5, 1997
- ----------------------------
Shafik H. Ladha
/s/ James S. Lai Director June 5, 1997
- ----------------------------
James S. Lai
/s/ Sion Nyen (Francis) Lai Director June 10, 1997
- ----------------------------
Sion Nyen (Francis) Lai
- ---------------------------- Director
Roger C. C. Lin
- ---------------------------- Director
Shih Chien (Raymond) Lo
/s/ Nack Paek Director June 10, 1997
- ----------------------------
Nack Paek
/s/ Carl L. Patrick, Jr. Director June 10, 1997
- ----------------------------
Carl L. Patrick, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Cecil M. Phillips Director June 5, 1997
- ----------------------------
Cecil M. Phillips
/s/ W. Clayton Sparrow, Jr. Director June 4, 1997
- ----------------------------
W. Clayton Sparrow, Jr.
/s/ Howard H. L. Tai Director June 2, 1997
- ----------------------------
Howard H. L. Tai
</TABLE>
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<PAGE> 11
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5 Opinion of Alston & Bird
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained on the
signature page in Part II)
</TABLE>
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<PAGE> 1
EXHIBIT 5
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
June 13, 1997
Board of Directors
Summit Bank Corporation
4360 Chamblee-Dunwoody Road
Atlanta, Georgia 30341
Re: Form S-8 Registration Statement -- Summit Bank Corporation
1987 Key Employee Incentive Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Summit Bank Corporation, a Georgia
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 150,000 shares of the
Corporation's common stock, $0.01 par value ("Common Stock"), that may be issued
pursuant to the Summit Bank Corporation Key Employee Incentive Stock Option Plan
(the "Plan"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(5) of Regulation S-K.
This Opinion Letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards Applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
(the "Interpretive Standards"), which Interpretative Standards are incorporated
in this Opinion Letter by this reference. Capitalized terms used in this Opinion
Letter and not otherwise defined herein shall have the meanings assigned to such
terms in the Interpretive Standards and in the Registration Statement.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set
<PAGE> 2
forth. The opinions set forth herein are limited to the laws of the State of
Georgia as expressed in the Georgia Business Corporation Code, in reliance
solely on published general compilations thereof as of the date hereof.
Based upon the foregoing, it is our opinion that the 150,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Jeffrey A. Allred
----------------------------
Jeffrey A. Allred
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Summit Bank Corporation:
We consent to incorporation herein by reference of our report dated February 7,
1997, relating to the consolidated balance sheets of Summit Bank Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the Annual Report on Form 10-K of Summit Bank Corporation for the year ended
December 31, 1996.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 12, 1997
