SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 13, 1998
(February 5, 1998)
BUTTON GWINNETT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Georgia 0-24008 58-1766331
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2230 Scenic Highway, Snellville, Georgia 30278
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(770) 978-3242
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On February 5, 1998, Button Gwinnett Financial Corporation (the "Company")
entered into an Agreement and Plan of Reorganization (the "Agreement") with
Premier Bancshares, Inc. ("Premier"). Pursuant to the Agreement, the Company
will merge with Premier in a stock-for-stock exchange (the "Merger"). Under
the terms of the Agreement, Premier will exchange 3.885 shares of its common
stock for each share of the Company's common stock, subject to possible
adjustment.
The Merger is subject to approvals by the shareholders of the Company and
Premier, approvals by federal and state bank regulatory authorities and other
customary closing conditions.
The Company and Premier issued a press release on February 5, 1998
describing the proposed Merger of the Company and Premier, and such press
release is filed as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
99.1 Press Release of Premier Bancshares,
Inc. and Button Gwinnett Financial
Corporation dated February 5, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUTTON GWINNETT FINANCIAL
CORPORATION
By:/s/ Glenn S. White
Its: President
Date: February 12, 1998
INDEX TO EXHIBITS
Exhibit No. Description Page
99.1 Press Release of Premier
Bancshares, Inc. and Button
Gwinnett Financial Corporation
dated February 5, 1998
PRESS RELEASE
_________________________________________________________________
Premier Bancshares, Inc.
Darrell D. Pittard, Chairman and Chief Executive Officer
(404) 814-3090
Button Gwinnett Financial Corporation
Glenn S. White, President and Chief Executive Officer
(770) 963-6665
-- Definitive Agreement Executed - Premier Bancshares, Inc.
to Acquire Button Gwinnett Financial Corporation --
Atlanta, GA; February 5, 1998 - Premier Bancshares, Inc. (Amex - PMB) and
Button Gwinnett Financial Corporation today jointly announced that they have
executed a definitive agreement for Premier Bancshares, Inc. to acquire all of
the outstanding shares of stock of Button Gwinnett and its wholly-owned
subsidiary, The Bank of Gwinnett County. The value of the transaction is
approximately $123 million based on the closing price of $30.75 for Premier's
common stock yesterday.
The acquisition, which is subject to regulatory approval and the approval
of the shareholders of both companies, is expected to close in the second
quarter of 1998. This transaction coupled with Premier's recently announced
1998 acquisitions of The Bank Holding Company and Lanier Bank & Trust Company
will push the assets of Premier Bancshares to approximately $1.225 billion.
Button Gwinnett owns The Bank of Gwinnett County and is headquartered in
Lawrenceville, Georgia. It is state chartered and has assets of approximately
$220 million. The Bank's three offices are located in Gwinnett County, which
has been one of the Country's fastest growing counties for the past three
decades.
- - MORE -
Following the acquisitions of Button Gwinnett, The Bank Holding Company,
and Lanier Bank & Trust Company, Premier Bancshares, Inc. will become the third
largest bank holding company headquartered in Georgia, with subsidiaries
operating 41 offices. Premier anticipates consolidating all of its metro
Atlanta banking offices by the end of the second quarter. Following these
reorganizations, Premier Bank will operate 25 branches in metro Atlanta;
Central and Southern Bank of Georgia will have three offices in Milledgeville
and one office in Greensboro, Georgia, respectively. Premier Lending
Corporation, a provider of residential mortgage loans and asset-based
commercial finance loans, operates nine offices in the greater metro Atlanta
area and three regional satellite offices in Mobile, Alabama; Jacksonville,
Florida; and Charleston, South Carolina.
Premier Bancshares' Chairman and Chief Executive Officer, Darrell D.
Pittard, said, "Button Gwinnett and its subsidiary, The Bank of Gwinnett
County, is one of the most profitable and efficiently managed banks in Georgia.
Its bank offices are strategically located in Gwinnett County. Gwinnett
County has been one of the five fastest growing large counties in the Country
for population and job growth for the past decade. Consistent returns on
equity over 20%, combined with its market share in southern Gwinnett County,
we believe makes Button Gwinnett one of the most valuable banking franchises
in Georgia. This merger will allow Premier to consolidate overlapping branches
and obtain other operating cost savings such as accounting, data processing,
marketing, legal, and auditing. Following the merger, Premier will be the
fifth largest of 23 banks operating in Gwinnett County and the largest
community bank in the County. We believe the addition of Button Gwinnett's
experienced staff will help Premier reach its goal of becoming north Georgia's
highest performing bank.
Glenn S. White, President and Chief Executive Officer of Button Gwinnett
Financial Corporation, said, "I have known Darrell Pittard and many of
Premier's officers for over 20 years. I have closely monitored Premier
Bancshares' progress. We had a number of alternatives, including offers from
regional banks, but our desire for our staff to join an exciting, high
performance, locally focused banking company, was the determining factor.
I believe that merging with Premier will be the most beneficial for our staff,
our shareholders, and our customers." After the merger, White will serve as
President and Chief Executive Officer of Premier Bank, and will become a member
of the Boards of Directors of Premier Bank and Premier Bancshares, Inc.,
respectively. John D. Stephens, Chairman of Button Gwinnett Financial
Corporation, will be elected to Premier Bancshares' Board of Directors and
will serve on its Executive Committee. Andrew Pourchier, Chief Financial
Officer of Button Gwinnett, will become Executive Vice President of Premier
Bancshares.
- - MORE -
Robert C. Oliver, President and Chief Operating Officer of Premier
Bancshares, said, "I am excited about the addition of Glenn White and his
staff to our management team. Together we can work to expand our franchise
and improve our operating efficiencies. This merger will fulfill a key part
of our market strategy." In addition to his role as President and Chief
Operating Officer of Premier Bancshares and Chairman of Central and Southern
Bank of Georgia, Oliver also has served as President of Premier Bank since
July 1997, following the retirement of Ed Mulkey.
On December 3, 1997, Premier Bancshares, Inc. announced that it had
executed a definitive agreement to acquire The Bank Holding Company. The Bank
Holding Company is a two bank holding company operating offices in Griffin and
McDonough, Georgia, with assets of approximately $130 million. On December 16,
1997, Premier Bancshares announced the execution of a definitive agreement to
acquire Lanier Bank & Trust Company. Lanier Bank, with assets of approximately
$70 million, operates three offices in Forsyth County and a loan production
office in Cherokee County Georgia. Forsyth County is in metro Atlanta's
rapidly growing northeast quadrant and is adjacent to Gwinnett County. Both
of these mergers are expected to close in the second quarter of 1998.
Both the common stock of Premier Bancshares, Inc. and the preferred
securities of Premier Capital Trust I are traded on the American Stock
Exchange under the symbols PMB and PMB.PR, respectively. Additional
financial information regarding Premier Bancshares, Inc. and the acquisition
of Button Gwinnett Financial Corporation is available from Michael E.
Ricketson, Executive Vice President and Chief Financial Officer of Premier
Bancshares, Inc. at (404) 814-3090.
With the exception of historical information, the
matters discussed in this news release are forward-
looking statements that involve risks and uncertainties.
