As filed with the Securities and Exchange Commission on March 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GULF WEST BANKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3276590
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER
425 22ND AVENUE NORTH, ST. PETERSBURG, FLORIDA 33704, (727) 894-5696
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANTS'S PRINCIPAL EXECUTIVE OFFICES)
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GORDON CAMPBELL
PRESIDENT AND CHAIRMAN
GULF WEST BANKS, INC.
425 22ND AVENUE NORTH
ST. PETERSBURG, FLORIDA 33704
(727) 894-5696
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
DAVID C. SHOBE, ESQ.
FOWLER, WHITE, GILLEN, BOGGS, VILLAREAL AND BANKER, P.A.
501 EAST KENNEDY BOULEVARD, SUITE 1700
TAMPA, FLORIDA 33602
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Approximate date of commencement of proposed sale to the public: As
soon as feasible after this registration statement becomes effective.
If the only securities being registered on this form are being offered
on a delayed or continuous basis pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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 box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]___________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]____________________
If delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE (1) PRICE (1) FEES
- ------------------------------- ------------------- ----------------------- ----------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share..... 2,058,111 shares $8.22 $16,917,672 $ 4,703.11
- ------------------------------- ------------------- ----------------------- ----------------------- -------------
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the bid and asked price of the
common stock on the Nasdaq National Market System on March 19, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS MAY REQUIRE FURTHER COMPLETION OR
AMENDMENT. AS IT BECOMES NECESSARY, WE WILL AMEND AND COMPLETE THE INFORMATION
IN THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY U.S. FEDERAL SECURITIES LAW TO
OFFER THESE SECURITIES USING THIS PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT
YOUR OFFER TO BUY THEM UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC
RELATING TO THESE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THAT WOULD NOT BE PERMITTED OR
LEGAL.
SUBJECT TO COMPLETION DATED MARCH 25, 1999
PROSPECTUS
GULF WEST BANKS, INC.
2,058,111 SHARES OF COMMON STOCK
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This prospectus relates to 2,058,111 shares of common stock, par value
$1.00 per share, of Gulf West Banks, Inc., which is referred to hereinafter as
"Gulf West", held by existing stockholders who serve, or served , as officers or
members of Gulf West's Board of Directors. See "Shares Covered by this
Prospectus." Gulf West will not receive any of the proceeds from the
distribution by the selling stockholders.
Gulf West will pay for all out-of-pocket expenses incurred in
connection with registration of the shares, which expenses are expected to be
approximately $ 9,000. In addition, the selling stockholders have agreed to
indemnify Gulf West, and Gulf West has agreed to indemnify the selling
stockholders, against specified civil liabilities, including liabilities under
the Securities Act of 1933.
Gulf West common stock is quoted on the Nasdaq National Market System
under the symbol "GWBK". On March 19, 1999 the last reported sale price for the
common stock as reported on the Nasdaq was $8.125 per share.
----------------
SEE "RISK FACTORS" BEGINNING AT PAGE 6 FOR A DISCUSSION OF FACTORS
THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. NEITHER THE SEC
NOR ANY STATE SECURITIES COMMISSION HAS MADE, OR WILL MAKE,
ANY DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE
SECURITIES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER FUND OR AGENCY.
The date of this prospestus is March 25, 1999.
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TABLE OF CONTENTS
PAGE
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WHERE YOU CAN FIND MORE INFORMATION..................................................................3
INCORPORATION BY REFERENCE...........................................................................3
PROSPECTUS SUMMARY...................................................................................5
Gulf West...................................................................................5
Gulf West Common Stock Shares Outstanding...................................................5
Shares Offered..............................................................................5
Transfer Agent..............................................................................5
Trading and Listing.........................................................................5
RISK FACTORS.........................................................................................6
The Banking Industry is Highly Competitive..................................................6
Sensitivity to General Economic Conditions and Other Similar Factors........................6
Potential Impact of Changes In Interest Rates...............................................6
Allowance for Loan Losses May Not Always Be Adequate .......................................7
Changes in Real Estate Values May Have Adverse Impact on Loans Secured by Real Estate.......7
Regulations Which Protect Depositors May Adversely Affect Stockholders......................7
Year 2000 Consideration.....................................................................7
SHARES COVERED BY THIS PROSPECTUS....................................................................8
USE OF PROCEEDS......................................................................................9
PLAN OF DISTRIBUTION.................................................................................9
DESCRIPTION OF CAPITAL STOCK OF GULF WEST...........................................................10
Common Stock...............................................................................10
Preferred Stock............................................................................12
Reports to Stockholders....................................................................12
LEGAL MATTERS.......................................................................................12
EXPERTS.............................................................................................12
DISCLOSURE OF SEC POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.............................................12
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2
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FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference forward-looking
statements based on current plans and expectations of Gulf West, relating to,
among other matters, analyses, and estimates of amounts that are not yet
determinable. Forward-looking statements are contained in the section entitled
"Risk Factors" and other sections of this prospectus (including documents
incorporated herein by reference; see "Incorporation by Reference"). These
forward-looking statements involve risks and unknown factors beyond our control
which may cause actual future activities and results of operations to be
materially different from those suggested in this prospectus. Among others, the
risks and unknown factors include risks present in future mergers or
acquisitions, interest rate fluctuations, and other factors described in this
prospectus. See "Risk Factors."
WHERE YOU CAN FIND MORE INFORMATION
The information requirements of the Securities Exchange Act of 1934
apply to Gulf West. Accordingly we file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission, which we refer to hereafter as the "SEC." You may read and copy any
document we file at the following locations:
/bullet/ At the Public Reference Room of the SEC, Room 1024 -- Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549;
/bullet/ At the public reference facilities at the SEC's regional offices at
Seven World Trade Center, 13th Floor, New York, New York 10048, and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
/bullet/ By writing to the SEC, Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
/bullet/ At the offices of the National Association of Securities Dealers,
Inc., Reports Sections, 1735 K Street, N.W., Washington, D.C. 20006;
or
/bullet/ From the SEC's web site at WWW.SEC.GOV.
Gulf West has filed with the SEC a Registration Statement on Form S-3
under the Securities Act of 1933 in respect of the common stock offered hereby.
The use of the term "Registration Statement" in this prospectus means the
initial Registration Statement and any and all amendments thereto. As permitted
by the SEC, this prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information contained in the Registration
Statement. Such additional information may be obtained from the locations
described above. Statements contained herein concerning the contents of any
document are not necessarily complete, and in each instance, reference is made
to the copy of such documents filed with the SEC as an exhibit to the
Registration Statement. You should refer to the applicable documents for all the
details.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to other documents filed with the SEC. The information incorporated by
reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supercede this
information. This prospectus is part of the Registration Statement that we filed
with the SEC. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling stockholders sell all of the
shares of common stock covered by this prospectus.
/bullet/ Gulf West's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
/bullet/ The description of Gulf West's common stock contained in our
Registration Statement on Form S-4, as filed with the SEC on December
4, 1997 (Registration Statement No. 333-37307); and
/bullet/ Gulf West's definitive proxy statement on Schedule 14A, filed March
10, 1999.
You may request a copy of these filings, at no cost, by writing to us
at the following address: Gulf West Banks, Inc., 425 22nd Avenue North, St
Petersburg, FL 33704, Attention: Barry K. Miller, Secretary, or telephoning us
at (727)894-5696. Exhibits to these filings will not be provided unless the
exhibits requested are specifically incorporated by reference into the document
that this prospectus incorporates by reference.
3
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THIS OFFERING. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION OR
REPRESENTATION.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO EXCHANGE OR SELL, OR A
SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS
PROSPECTUS IN ANY JURISDICTION IN WHICH THE SALE OF THESE SECURITIES, OR THE
OFFER OR SOLICITATION OF AN OFFER RELATING TO THESE SECURITIES IS NOT PERMITTED
OR LEGAL.
4
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PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY MORE DETAILED INFORMATION APPEARING IN
OTHER SECTIONS OF THIS PROSPECTUS. THE OTHER INFORMATION IS IMPORTANT, SO PLEASE
READ THIS ENTIRE PROSPECTUS CAREFULLY. UNLESS OTHERWISE INDICATED, "WE," "US,"
"OUR" AND SIMILAR TERMS REFER TO GULF WEST BANKS, INC. AND ITS SUBSIDIARY,
MERCANTILE BANK.
GULF WEST
Gulf West is a Florida corporation whose principal assets are all of
the outstanding shares of capital stock of Mercantile Bank, a Florida state
banking corporation, hereafter referred to as "Mercantile." Gulf West's
executive offices are located at 425 22nd Avenue North, St. Petersburg, Florida
33704, telephone (727) 894-5696.
GULF WEST COMMON STOCK SHARES OUTSTANDING
As of February 28, 1999, there were 6,660,843 shares of Gulf West
common stock outstanding held by approximately 1,047 holders of record.
SHARES OFFERED
2,058,111 shares of Gulf West common stock held by: John Wm. Galbraith,
formerly a member of the Board of Directors of each of Gulf West and Mercantile;
Gordon W. Campbell, the current President and Chairman of Gulf West and
Mercantile; and other officers and members of the respective Boards of Directors
of each of Gulf West and Mercantile.
TRANSFER AGENT
SunTrust Bank
TRADING AND LISTING
The shares are quoted on the Nasdaq National Market System under the
symbol "GWBK".
5
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RISK FACTORS
Before you invest in Gulf West's common stock, you should be aware that
an investment in our common stock involves a variety of risks, including those
described below. You should carefully read and consider these risk factors,
together with all of the other information contained in this prospectus or
incorporated by reference, before you decide whether to purchase shares of our
common stock.
Some of the information in this prospectus contains forward-looking
statements that involve risks and unknown factors. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations; (2) contain projections of our future results of operations
or of our financial condition; or (3) state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or over which we have no control. The risk factors listed in this
section, as well as any cautionary language in this prospectus, provide examples
of risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this prospectus
could have a material adverse effect on our business, operating results and
financial condition.
THE BANKING INDUSTRY IS HIGHLY COMPETITIVE
Mercantile competes with other banking institutions on the basis of
service, convenience and, to some extent, price. Changes in laws and regulations
and consumer demands foster added competition from other financial non-bank
entities which are now offering products similar to those traditionally offered
by banks. In general, the banking industry is highly competitive and competition
from bank and non-bank organizations is expected to continue. Our market is
particularly competitive for both deposits and lending opportunities. In our
market area, we compete with other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, brokerage and investment banking firms and various other nonbank
competitors. As a result of this competition, we may have to increase the rate
of interest that we will pay on deposits, which means that Mercantile's cost of
money would be increased and our net earnings may be reduced. Many of our
competitors have been in business for a greater period of time than Mercantile.
Some of our competitors have greater financial and other resources and greater
lending limits, and may offer services which we do not provide at this time.
However, our management feels that the market is rich with opportunity to
provide individualized, custom banking products and services which larger,
impersonal institutions cannot easily provide. Recent acquisitions of smaller
banks by larger institutions enhance this opportunity, as customers look for
more personalized service. We call this concept "niche" or "boutique" banking,
and feel that it will enable us to capture our share of the professional market,
entrepreneurs and small to medium size commercial businesses, while still
providing banking services to all customers. Our profitability depends upon our
ability to compete in this market area. We cannot now predict to what extent
competition may adversely affect Mercantile's financial condition and operating
results.
SENSITIVITY TO GENERAL ECONOMIC CONDITIONS AND OTHER SIMILAR FACTORS
In addition, general economic conditions impact the banking industry.
The credit quality of our loan portfolio necessarily reflects, among other
things, the general economic conditions in the area in which we conduct our
business. Our continued financial success depends somewhat on factors beyond our
control, including national and local economic conditions, the supply and demand
for investable funds, interest rates and federal, state and local laws affecting
these matters. Any substantial deterioration in any of the foregoing conditions
could have a material adverse effect on Gulf West's financial condition and
results of operations, which, in all likelihood, would adversely affect the
market price of Gulf West's common stock.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES
Our profitability is dependent to a large extent on our net interest
income, which is the difference between interest income on interest-earning
assets and interest expense on interest-bearing liabilities. Like most financial
institutions, we are affected by changes in general interest rate levels, which
are currently at relatively low levels, and by other economic factors beyond our
control. In addition, interest rate risk can result from mismatches between the
dollar amount of repricing or maturing assets and liabilities and is measured in
terms of the ratio of the interest rate sensitivity gap to total assets.
Although our management believes it has implemented strategies to reduce the
potential effects of changes in interest rates on our results of operations, any
substantial and prolonged increase in market interest rates could adversely
affect our operating results.
6
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ALLOWANCE FOR LOAN LOSSES MAY NOT ALWAYS BE ADEQUATE
Experience in the banking industry indicates that a portion of our
loans will become delinquent, some of which will require partial or entire
charge-off. Despite our underwriting criteria, losses may be experienced by
reason of factors beyond our control. Some of these factors include changes in
market conditions affecting the value of real estate and problems affecting the
credit of the borrower. We determine the adequacy of our allowance for loan
losses by considering various factors, including an analysis of the risk
characteristics of various classifications of loans, previous loan loss
experience, specific loans which would have loan loss potential, delinquency
trends, estimated fair value of the underlying collateral, current economic
conditions, the view of our regulators, and geographic and industry loan
concentration. Despite such considerations, however, our allowance for loan
losses may not be adequate if delinquency levels were to increase as a result of
adverse general economic conditions, especially in Florida where our exposure is
greatest. We cannot assure you that our allowance for loan losses will be
adequate to cover actual loan losses. We also cannot assure you that we will not
experience significant losses in our loan portfolios which may require
significant increases to the allowance for loan losses in the future.
CHANGES IN REAL ESTATE VALUES MAY HAVE ADVERSE IMPACT ON LOANS SECURED BY REAL
ESTATE
A significant portion of Gulf West's loan portfolio consists of
residential and commercial mortgages secured by real estate. These properties
are concentrated in the Tampa Bay area of west-central Florida. Real estate
values and real estate markets generally are affected by, among other things,
changes in national, regional or local economic conditions, fluctuations in
interest rates and the availability of loans to potential purchasers, changes in
the tax laws and other governmental statutes, regulations and policies, and acts
of nature. If real estate prices decline, particularly in Florida, the value of
the real estate collateral securing the Gulf West loans could be reduced. This
reduction in the value of the collateral could increase the number of
nonperforming loans and could have a material negative impact on our financial
performance. Additionally, Gulf West has increased its level of commercial real
estate loans, which are generally considered to involve a higher degree of
credit risk than that of one-to-four family residential lending.
REGULATIONS WHICH PROTECT DEPOSITORS MAY ADVERSELY AFFECT SHAREHOLDERS
A number of Federal and Florida statutes and regulations affecting
financial institutions apply to Mercantile and Gulf West. These laws and
regulations are intended to protect depositors, not stockholders. Any change in
applicable laws or regulations may have a material effect on our business and
prospects. We are unable to predict the nature or the extent of the effect on
our business and earnings that monetary policies, economic control, or new
federal or state legislation may have in the future.
YEAR 2000 CONSIDERATIONS
Many businesses, including financial institutions like Gulf West, will
face potentially serious issues associated with the inability of existing data
processing hardware and software to appropriately recognize calendar dates
beginning in the year 2000. The concern is that many software programs, systems
and embedded chips can only distinguish the final two digits of the year entered
and may read entries for the year 2000 as the year 1900, resulting in these
automated systems malfunctioning or stopping completely. Given our reliance on
data processing systems to maintain customer balances, service customer accounts
and to perform other record keeping and service oriented functions associated
with our business, the occurrence of "Year 2000" problems, if any were to
develop, could have a material impact on Gulf West's results of operations,
liquidity and financial condition. In 1997, we began the process of identifying
the many software applications and hardware devices expected to be impacted by
the Year 2000 issue. We outsource our principal data processing activities to a
third party and purchase most of our software applications from third part
vendors. We believe that our vendors and significant customers are actively
addressing the potential problems associated with the Year 2000 issue. We cannot
assure you, however, that Gulf West will not be adversely affected by the
failure of third party vendors or significant customers to become Year 2000
compliant.
7
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SHARES COVERED BY THIS PROSPECTUS
The following table sets forth relevant information regarding the
beneficial ownership of Gulf West common stock as of February 28, 1999 by the
selling stockholders. Unless otherwise indicated, all shares are held with sole
voting and investment power.
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SHARES BENEFICIALLY
SHARES BENEFICIALLY OWNED UPON
OWNED BEFORE THE OFFERING (1) COMPLETION OF OFFERING (2)
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BENEFICIAL OWNER POSITIONS NUMBER PERCENT NUMBER PERCENT
---------------- --------- ------ ------- ------ -------
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John Wm. Galbraith Director Emeritus of 873,417(3) 12.36 0 --
1 Beach Drive S.E., #1802 Gulf West, Mercantile
St. Petersburg, FL 33701 (resigned in 1998)
Gordon W. Campbell President and Chairman 761,421(4) 10.76 94,985 1.34
2000 Bayview Drive of Gulf West and
Tierra Verde, FL 33715 Mercantile
Thomas M. Harris Director of Gulf West, 103,031 1.45 15,429 *
12375 Fifth Street East Mercantile
Treasure Island, FL 33706
Algis Koncius Director of Gulf West, 172,205 2.51 57,329 *
4340 Willow Hills Lane Mercantile
Cincinnati, OH
45243
Louis P. Ortiz, CPA Director of Gulf West, 85,783 1.21 15,429 *
6 Island Drive Mercantile
Treasure Island, FL 33706
John Cooper Petagna Director of Gulf West, 24,565 * 0 --
615 16th Avenue N.E. Mercantile
St. Petersburg, FL 33704
P.N. Risser, III Director of Gulf West, 224,297 3.17 28,278 *
1844 Brightwaters Blvd. Mercantile
St. Petersburg, FL 33704
Ross E. Roeder Director of Gulf West, 62,047 * 60,532 *
6901-B 16th St. N.E. Mercantile
St. Petersburg, FL 33702
Barry K. Miller Director and Senior 72,366 1.02 52,675 *
7266 Rosetree Place West Executive Vice President,
Seminole, FL 33772 Mercantile;
Secretary/Treasurer of
Gulf West and Mercantile
Robert A. Blakley Director and Senior 49,293 * 48,855 *
808 13th Court S.W. Executive Vice President,
Largo, FL 34640 Mercantile;
Vice President of Gulf West
Douglas Winton Director and Senior 27,012 * 25,404 *
6603 Glencoe Drive Executive Vice President,
Temple Terrace, FL 33617 Mercantile;
Vice President of Gulf West
John T. Sica
14004 Chettle Way Executive Vice President, 28,287 * 26,697 *
Tampa, Fl 33624 Mercantile;
Vice President of Gulf West
TOTAL: 2,483,724 425,613
</TABLE>
*less than 1%
<PAGE>
(1) The amount beneficially owned by each person has been determined under Rule
13d-3, and includes shares which each person has the right to acquire
within the next sixty (60) days. In calculating the percentage ownership
for a given individual or group, the number of shares of Gulf West common
stock outstanding includes unissued shares subject to options, rights, or
conversion privileges exercisable within sixty (60) days held by such
individual or group, but are not deemed outstanding by any other person or
group.
(2) Assumes the distribution of all of the shares offered hereby, and that no
other shares are acquired or sold.
(3) 863,335 shares are held in trust for the benefit of Mr. Galbraith through
Northern Trust Corporation of Florida, N.A.
(4) Consists of 94,985 shares which Mr. Campbell has the right to acquire under
presently exercisable outstanding stock options, 148,526 shares held in a
Revocable Trust, 22,305 shares held in an IRA account, and 440,000 shares
held in a limited family partnership in which Mr. Campbell is general
partner.
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Gulf West has agreed to indemnify the selling stockholders and the
selling stockholders have agreed to indemnify Gulf West against certain
specified liabilities, including liabilities under the Securities Act of 1933 in
connection with the distribution of the shares offered by this prospectus.
Gulf West will pay the expenses incurred in connection with the
preparation and filing of this prospectus and the related Registration
Statement.
USE OF PROCEEDS
No cash or other proceeds will be received by Gulf West as a result of
the Offering.
PLAN OF DISTRIBUTION
No underwriters will be used in connection with the sale of securities
offered hereby. Any purchases or sales of the securities covered hereby will be
effected through brokers' transactions.
9
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DESCRIPTION OF CAPITAL STOCK OF GULF WEST
COMMON STOCK
Shares of Gulf West common stock are evidenced by common stock
certificates. The following summary description of the rights of the holders of
Gulf West common stock is qualified in its entirety by reference to the Articles
of Incorporation and Bylaws of Gulf West, the Business Corporation Act of the
State of Florida, and other applicable law.
NUMBER OF SHARES; PAR VALUE. Gulf West's Articles of Incorporation
authorize the issuance of 10,000,000 shares of common stock, par value $1.00 per
share. As of February 28, 1999, there were 6,660,843 shares of common stock
issued and outstanding, excluding shares available for issuance under Gulf
West's stock option plans. At the April 15, 1999 Annual Meeting, our
shareholders will be asked to consider a proposal to amend the Articles of
Incorporation to increase the number of authorized shares to 25,000,000.
VOTING RIGHTS. Each holder of Gulf West common stock is entitled to
cast one vote for each share held of record on all matters submitted to a vote
of stockholders. Stockholders have no cumulative voting rights in any matters
coming before them for a vote, including the election of directors.
DIVIDENDS. All shares of Gulf West common stock are entitled to
share equally in dividends from funds legally available therefor, when, as and
if declared by the Board of Directors. Gulf West's ability to declare and pay
dividends will depend on a large extent on its receipt of dividends from
Mercantile, as well as on future earnings, results of operations, financial
position, capital requirements and capital needs of Mercantile, tax
considerations and general economic conditions. The regulatory requirements that
apply to both Mercantile and Gulf West may also govern payment of dividends.
PREEMPTIVE RIGHTS. Holders of Gulf West common stock have no
preemptive rights to subscribe for and purchase a proportionate share of any
additional stock issued by Gulf West. There are no conversion, redemption, or
sinking fund provisions applicable to the Gulf West common stock.
LIQUIDATION RIGHTS. Upon liquidation or dissolution of Gulf West,
whether voluntary or involuntary, holders of Gulf West common stock will have
the right to share equally in the assets of Gulf West available for distribution
to stockholders.
INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Articles of
Incorporation of Gulf West provide, to the extent permitted by Florida law, that
directors, officers, employees and agents of Gulf West be indemnified against
liabilities which they may incur in their capacity as such. With some
exceptions, this indemnification is generally available if the person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of Gulf West and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of Gulf West under
such provisions, or otherwise, we have been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
STAGGERED BOARD. The Articles of Incorporation of Gulf West provide
that the Gulf West Board shall be divided into three classes of directors. These
classes shall be as nearly equal in number as is possible with the terms of all
members of one class expiring each year. Successors to the class of directors
whose term has then expired are chosen for a full term of three years.
FAIR PRICE AND ANTITAKEOVER PROVISIONS. The Articles of
Incorporation of Gulf West provide for a Afair price" requirement in certain
takeover transactions. Specifically, ABusiness Combinations," which means any
merger, reorganization, or consolidation of Gulf West, including combinations of
subsidiary corporations, must comply with "fair price" provisions. The "fair
price" requirement provides for a minimum ratio between the aggregate amount of
cash and fair market value of other consideration to be received per share by
the common stockholders in a Business Combination, which we refer to herein as
the "Per Share Consideration," and the Market Price of the Gulf West common
stock, determined as specified below, immediately before the announcement of the
Business Combination or the solicitation of holders of Gulf West common stock
regarding the Business Combination, whichever is first. This ratio of the Per
Share Consideration to the Market Price shall be at least as great as the ratio
of (x) the highest price per share previously paid by a Principal Stockholder,
as the term is defined below, for any Gulf West common stock at any time
beneficially owned by the Principal Stockholder to (y) the Market Price of the
Gulf West common stock on the trading date immediately before the
10
<PAGE>
earliest date on which the Principal Stockholder purchased any Gulf West common
stock during the two year period before the date on which the Principal
Stockholder acquired the Gulf West common stock at any time owned by it for
which it paid the highest price per share (or, if the Principal Stockholder did
not purchase any shares of Gulf West stock during such two year period, the
Market Price of the Gulf West common stock on the date two years before the date
on which the Principal Stockholder acquired the shares of Gulf West common stock
at any time owned by it for which it paid the highest price per share). The term
"Principal Stockholder" means any individual or entity which, together with its
affiliates and associates beneficially owns ten percent or more of the
outstanding shares of Gulf West stock, and any affiliate or associate of any
such individual or entity. "Market Price" is the mean between the high "bid" and
the low "asked" prices of the Gulf West common stock in the over-the-counter
market on the day on which the value is to be determined or, if no shares were
traded on such date, on the next preceding day on which such shares were traded,
as reported by the National Association of Securities Dealers Automated
Quotation System, which we refer to as "Nasdaq," or other national quotation
service. If the Gulf West common stock is not regularly traded in such market
but is registered on a national securities exchange or traded in the national
over-the-counter market, the term "Market Value" shall mean the closing price on
such national securities exchange or market on the date on which such value is
to be determined or, if no shares were traded on such day, on the next preceding
day on which shares were traded, as reported by Nasdaq or other national
quotation service. If no such quotations are available, the fair market value on
the date in question shall be as determined by the Board of Directors of Gulf
West in good faith and, in the case of property other than cash, such property
shall be valued by the Board of Directors in good faith.
Except as specified in the Articles of Incorporation, the aggregate
amount of cash and fair market value of the other consideration to be received
per share by the holders of Gulf West common stock in the Business Combination
shall be not less than the highest price per share previously paid by the
Principal Stockholder for any of the Gulf West common stock at any time
beneficially owned by the Principal Stockholder.
The foregoing provisions shall not apply to a Business Combination
approved by two-thirds of those members of the Board of Directors of Gulf West
who were Directors before the Principal Stockholder became a Principal
Stockholder.
The foregoing is intended only as a brief summary of the fair
pricing provisions contained in Article X of the Articles of Incorporation of
Gulf West.
EVALUATION OF OFFERS. In accordance with the Articles of
Incorporation, the Board of Directors of Gulf West may give due consideration to
all relevant factors when evaluating any offer to:
/bullet/ make a tender or exchange offer for any equity security of Gulf West,
/bullet/ merge or consolidate Gulf West with another corporation or entity, or
/bullet/ purchase or otherwise acquire all or substantially all of the
properties and assets of Gulf West.
The factors which the Gulf West Board of Directors may consider in
evaluating the foregoing offers include the social and economic effect of
acceptance of such offer on :
/bullet/ Gulf West's present and future customers and employees and those of its
subsidiaries,
/bullet/ the communities in which Gulf West and its subsidiaries operate or are
located,
/bullet/ on the ability of Gulf West to fulfill its corporate objective as a
bank holding company, and
/bullet/ on the ability of Mercantile and any other subsidiary bank, if any, to
fulfill their objectives under applicable statutes and regulations.
BYLAW AMENDMENTS; REMOVAL OF DIRECTORS. The Gulf West Articles
authorize the Board of Directors to make, repeal, alter, amend, and rescind the
Bylaws of Gulf West. Stockholders cannot take such actions except by vote of the
holders of not less than two-thirds of the outstanding shares of capital stock
of Gulf West entitled to vote generally in the election of directors cast at a
meeting called for that purpose, referred to as "Two-Thirds Vote." In addition,
no member of the Board of Directors may be removed except for cause and then
only by a Two-Thirds Vote.
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<PAGE>
PREFERRED STOCK
Gulf West is authorized to issue 1,000,000 shares of "Class A
Preferred Stock," with a par value of $5.00 per share (the "Preferred Stock").
The Preferred Stock may be issued in different series. Preferred Stock has no
voting rights. There are no outstanding shares of Preferred Stock.
DIVIDENDS. Holders of Gulf West Preferred Stock are entitled to
receive dividends, on a noncumulative basis out of any assets at the time
legally available therefor and when and as declared by the Board of Directors of
Gulf West, at the rate determined by the Board for each series of Preferred
Stock.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of Gulf West, the holders of Preferred
Stock then outstanding shall be entitled to be paid out of the assets of Gulf
West available for distribution to its stockholders, before any payment is made
in respect of the common stock, an amount equal to $5.00 per share plus all
unpaid but declared dividends thereon to the date fixed for distribution. The
remaining assets of Gulf West are to be distributed exclusively among holders of
Gulf West common stock. If upon liquidation the assets of Gulf West shall be
insufficient to pay the holders of Preferred Stock the full amount to which they
shall be entitled, they shall share ratably in any distribution of assets
according to the respective amounts which would be payable in respect to the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.
OTHER RIGHTS. Except as provided above, the Board of Directors shall
establish the series and determine the relative rights and preferences between
series.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing Gulf
West prepared financial statements, and may distribute quarterly and/or other
interim reports containing unaudited financial information to our stockholders
as we deem appropriate.
LEGAL MATTERS
The validity of the shares of Gulf West common stock offered hereby will
be passed upon for Gulf West by Fowler, White, Gillen, Boggs, Villareal and
Banker, P.A.
EXPERTS
The consolidated financial statements of Gulf West incorporated by
reference herein have been included in reliance on applicable reports of Hacker,
Johnson, Cohen & Grieb PA, independent certified public accountants. These
reports are also incorporated by reference herein, upon the authority of said
firm as experts in accounting and auditing and their express consent.
DISCLOSURE OF SEC POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
THE FLORIDA BUSINESS CORPORATION ACT GRANTS EACH CORPORATION ORGANIZED
THEREUNDER THE POWER TO INDEMNIFY ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
ON CERTAIN CONDITIONS AGAINST LIABILITIES ARISING OUT OF ANY ACTION OR
PROCEEDING TO WHICH ANY OF THEM IS A PARTY BY REASON OF BEING SUCH OFFER,
DIRECTOR, EMPLOYEE OR AGENT. GULF WEST'S ARTICLES OF INCORPORATION ALSO PROVIDE
FOR THE INDEMNIFICATION, TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, OF SUCH
PERSONS. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING GULF
WEST PURSUANT TO THE FOREGOING PROVISION, GULF WEST HAS BEEN INFORMED THAT IN
THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.
12
<PAGE>
================================================================================
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR ANY OTHER PERSON TO GIVE
YOU WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS OR TO MAKE REPRESENTATIONS AS
TO MATTERS NOT STATED IN THIS PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THAT
WOULD NOT BE PERMITTED OR LEGAL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN OR THE AFFAIRS OF GULF WEST HAVE NOT CHANGED SINCE THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
----
Available Information.......................... 3
Incorporation by Reference..................... 3
Prospectus Summary............................. 5
Risk Factors................................... 6
Shares Covered by this Prospectus.............. 8
Use of Proceeds................................ 9
Plan of Distribution........................... 9
Description of Capital Stock of Gulf West..... 10
Legal Matters.................................. 12
Experts........................................ 12
Disclosure of SEC Position on
Indemnification for Securities Act
Liabilities .............................. 12
----------
GULF WEST BANKS, INC.
2,058,111 SHARES OF
COMMON STOCK
----------
PROSPECTUS
----------
March 25, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses for the sale of the shares of common stock are as
follows:
SEC registration fee................................. $ 4,703.11
Legal fees and expenses.............................. 3,500.00
Printing and engraving expenses...................... 500.00
--------
Total......................................... $8,703.11
==========
All such fees and expenses will be paid by Gulf West.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "FBCA") grants each
corporation organized thereunder the power to indemnify its officers, directors,
employees and agents on certain conditions against liabilities arising out of
any action or proceeding to which any of them is a party by reason of being such
officer, director, employee or agent. The FBCA permits a Florida corporation,
with the approval of its stockholders, to include within its certificate of
incorporation a provision eliminating or limiting the personal liability of its
directors to such corporation or its stockholders for monetary damages resulting
from certain breaches of the directors' fiduciary duty of care, both in suits by
or on behalf of the corporation and in actions by stockholders of the
corporation.
Gulf West's Bylaws (the "Bylaws") include an Article which allows Gulf
West to take advantage of such provision of the FBCA. The Bylaws also provide
for the indemnification, to the fullest extent permitted by the FBCA, of
officers and directors of Gulf West. Gulf West currently maintains policies of
insurance under which the directors and officers of Gulf West are insured,
within the limits and subject to the limitations of the policies, against
specified expenses in connection with the defense of actions, suits or
proceedings to which they are parties by reason of being or having been such
directors or officers.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
THE FOLLOWING DOCUMENTS ARE FILED AS EXHIBITS TO THIS REGISTRATION
STATEMENT:
5.1 - Opinion of Fowler, White, Gillen, Boggs, Villareal and
Banker, P.A. with respect to legality of the securities being
registered.
23.1 - A Consent of Fowler, White, Gillen, Boggs, Villareal and
Banker, P.A. (included in its opinion to be filed as Exhibit
5.1).
23.2 - A Consent of Hacker, Johnson, Cohen & Grieb P.A.
24.1 - A Powers of Attorney of Directors and Executive Officers
(included on the Signature Pages of this Registration
Statement).
ITEM 17. 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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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.
(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 offering.
(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 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 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."
(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 15
above, 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 Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim
II-2
<PAGE>
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.
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on March 18, 1999.
GULF WEST BANKS, INC.
By: /s/ GORDON W. CAMPBELL
------------------------
Gordon W. Campbell
CHAIRMAN OF THE BOARD AND
PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the directors and/or
executive officers of Gulf West Banks, Inc. whose signature appears below hereby
appoints Gordon W. Campbell and Barry K. Miller, and each of them severally, as
his attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the SEC, any and all amendments, including
post-effective amendments to this registration statement, making such changes in
the registration statement as appropriate, and generally to do all such things
in their behalf in their capacities as officers and directors to enable Gulf
West Banks, Inc. to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission.
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/ GORDON W. CAMPBELL Chairman of the Board, President March 18, 1999
- ------------------------------ and Director
GORDON W. CAMPBELL (Principal Executive Officer)
/s/ BARRY K. MILLER Secretary/Treasurer and Chief March 18, 1999
- ------------------- Financial Officer (Principal
BARRY K. MILLER Financial and Accounting Officer)
/s/ THOMAS M. HARRIS Director March 18, 1999
- -----------------------------
THOMAS M. HARRIS
/s/ ALGIS KONCIUS Director March 18, 1999
- -----------------------------
ALGIS KONCIUS
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Director March __, 1999
- ------------------------------
LOUIS P. ORTIZ, C.P.A.
/s/ JOHN COOPER PETAGNA Director March 18, 1999
- ------------------------------
JOHN COOPER PETAGNA
/s/ P.N. RISSER, III Director March 18, 1999
- ------------------------------
P.N. RISSER, III
/s/ROSS E. ROEDER Director March 18, 1999
- ------------------------------
ROSS E. ROEDER
/s/ Director March__, 1999
- ------------------------------
HENRY W. HANFF, M.D.
/s/ PANDURANG V. KAMAT, M.D. Director March 18, 1999
- -----------------------------
PANDURANG V. KAMAT, M.D.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
- -------
5.1 Opinion of Fowler, White, Gillen, Boggs, Villareal and
Banker, P.A.
23.2 Consent of Hacker, Johnson Cohen & Grieb, P.A.
EXHIBIT 5.1
[FOWLER, WHITE LETTERHEAD]
March 25, 1999
Gulf West Banks, Inc.
425 22nd Avenue North
St. Petersburg, FL 33704
Re: Registration Statement on Form S-3
Gentlemen:
This opinion is given to you in connection with the filing by Gulf West
Banks, Inc., a Florida corporation (the "Corporation"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of the
Registration Statement on Form S-3 (the "Registration Statement") with respect
to 2,058,111 shares of the common stock, $1.00 par value per share, of the
Corporation (the "Shares") to be sold by certain shareholders of the
Corporation. As counsel for the Corporation, we have relied on a certificate of
a corporate officer of the Corporation and have examined other relevant
corporate documents incident to the giving of this opinion.
Based on the foregoing, we are of the opinion that the Corporation has
taken all necessary and required corporate action in connection with the
issuance of the Shares. Accordingly, the Shares are legally issued, fully paid
and non-assessable.
We hereby consent to be named in the Registration Statement and the
prospectus part thereof as attorneys who will pass upon legal matters in
connection with the Shares and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Gulf West Banks, Inc.
We consent to the use of our report dated January 15, 1999, with respect to the
consolidated balance sheets of Gulf West Banks, Inc. and subsidiaries as of
December 31, 1998 and 1997 and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in your Annual Report on
Form 10-K for the year ended December 31, 1998 which is incorporated by
reference in your Form S-3 dated March 25, 1999.
/s/ HACKER, JOHNSON, COHEN & GRIEB PA
- -------------------------------------
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
March 25, 1999
