SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 3, 1997
CENTRAL AND SOUTHERN HOLDING COMPANY
P.O. Drawer 748
Milledgeville, Georgia 31061
(912) 452-5541
Georgia 0-15945 58-1413533
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(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)<PAGE>
ITEM 5. OTHER EVENTS.
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A. PRESS RELEASE CONCERNING MERGER AGREEMENT
On February 3, 1997, Central & Southern Holding company (the "Company")
issued a press release concerning the Company's execution of a definitive
Merger Agreement with First Alliance/Premier Bankshares, Inc. A copy of
such press release is filed as Exhibit 99. 1 hereto and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
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(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release dated January 17, 1997.
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SIGNATURES
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.
CENTRAL AND SOUTHERN HOLDING COMPANY
(Registrant)
Date: February 11, 1997 By: /s/ Michael E. Ricketson
Michael E. Ricketson
Executive Vice President and Controller
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated February 3, 1997
PRESS RELEASE
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Premier Bancshares, Inc.
Darrell D. Pittard, Chairman and Chief Executive Officer
(404) 814-3090
Central and Southern Holding Company
Robert C. Oliver, President and Chief Executive Officer
(912) 452-5541
Premier Bancshares, Inc. and Central and Southern
Holding Company Announce the Execution of a Definitive Agreement to
Merge the two Bank Holding Companies
- FIRST ALLIANCE/PREMIER BANCSHARES, INC. CHANGES
NAME TO PREMIER BANCSHARES, INC. -
Atlanta, GA; February 4, 1997 - Premier Bancshares, Inc. (formerly
known as First Alliance/Premier Bancshares, Inc.) and Central and
Southern Holding Company today jointly announced that they have executed
a definitive agreement to merge the two bank holding companies, creating
a company with combined assets at December 31, 1996, of approximately
$520,000,000.
As outlined in the definitive agreement, Premier Bancshares Inc.
will undertake a 1.8 for one stock split prior to the consummation of the
merger, after which shares of Central and Southern Holding Company will
be exchanged on a one for one basis for shares of Premier Bancshares.
This transaction will result in Central and Southern shareholders
receiving approximately 46% of the combined institution's 7,903,000
common shares outstanding.
Premier Bancshares, Inc. is a bank and thrift holding company with
four subsidiaries serving the greater metropolitan Atlanta area: First
Alliance Bank, the largest community bank in Cobb County with five
offices; Premier Bank with three offices in Cobb, DeKalb, and Gwinnett
Counties; Premier Lending, the third largest mortgage lender in
metropolitan Atlanta with six mortgage offices in Cobb, DeKalb, Gwinnett
and Henry Counties, and a sizable commercial finance division located in
Fulton County; And Alliance Finance, a consumer finance company with two
offices in Cobb and Paulding Counties.
First Alliance Premier Bancshares was traded on the NASDAQ Small Cap
Market under the trading symbol "PMB". Effective today, February 4,
1997, the name of First Alliance Premier Bancshares, Inc. changed to
Premier Bancshares, Inc.
Central and Southern Holding Company is a bank and thrift holding
company, headquartered in Milledgeville, Georgia, with two subsidiaries:
The Central and Southern Bank of Georgia, the largest bank in Baldwin
County, with three offices in Milledgeville; and The Central and Southern
Bank of North Georgia, FSB, with three offices in Greensboro, Winder, and
Gainesville, Georgia. Central and Southern is traded in the over-the-
counter market under the symbol "CSBC" and is listed in the NASDAQ
National Market Issues.
Upon consummation of the merger, J. Edward Mulkey, Jr., President
and Chief Operating Officer of the Premier Bancshares, will assume the
role as Vice Chairman of the holding company and will continue as
President and CEO of Premier Bank. Robert C. Oliver, President of
Central and Southern Holding Company will be elected President and Chief
Operating Officer of Premier Bancshares upon completion of the merger.
Oliver will also remain as President of The Central and Southern Bank of
Georgia. Darrell D. Pittard will continue as Chairman and Chief<PAGE>
Executive Officer of Premier Bancshares following the merger with Central
and Southern Holding Company.
Consummation of the merger is anticipated in the second quarter of
1997 and remains subject to the approval of regulatory authorities and
stockholders of both organizations. Additional financial information may
be obtained from Frank H. Roach, Chief Financial Officer of Premier
Bancshares, at (404) 814-3090, or from Michael Ricketson, Chief Financial
Officer of Central and Southern Holding Company, at (912) 452-5406.
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