<PAGE>
As Filed With the Securities and Exchange Commission on June 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREMIER BANCSHARES, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
Georgia 6025 58-1793778
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(State of other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classi- Identification No.)
incorporation) fication Code No.)
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(404) 814-3090
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(Address, including ZIP Code, and telephone number, including
area code, of registrant's principal executive offices)
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
(Name, address, including ZIP Code, and telephone
number, including area code, of agent for service)
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Approximate date of commencement of the proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-24537
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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount of
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per share(2) offering price(2) Fee(2)
---------------- ------------- ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 10,311 shares $16.38 $168,894 $51.17
$1.00 par value
</TABLE>
(1) The Registrant will deregister the indicated shares if the Registrant's
shareholders fail to approve the matter described in the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-24537), incorporated
herein by reference.
(2) In accordance with Rule 457(f)(2), the total registration fee has been
calculated based on last sale reported by NASDAQ National Market System for
the Central and Southern common stock as of June 17, 1997 ($16.38).
EXPLANATORY NOTES
This Registration Statement is being filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The contents of
Registration Statement No. 333-24537 declared effective by the Commission on May
16, 1997, including any prospectuses filed pursuant thereto, are hereby
incorporated herein by reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration
fee for the securities registered hereunder within twenty-four (24) hours of the
filing of this Registration Statement. It will give irrevocable wiring
instructions to its bank at the opening of business on Friday, June 20, 1997, to
wire the registration fee to the Commission immediately. Registrant has
sufficient funds in its account to cover the amount of the filing fee.
<PAGE>
EXHIBITS
Description
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5.1 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.2 Consent of Mauldin & Jenkins, L.L.C.
23.3 Consent of Porter Keadle Moore, L.L.P.
23.4 Consent of Brown, Burke Capital Partners, Inc.
23.5 Consent of Alex Sheshunoff & Co. Investment Banking
24 Power of Attorney (included on Signature Page of Registrant's Registration
Statement on Form S-4 (Reg. No. 333-24537) and incorporated herein by
reference)
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 17, 1997.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
------------------------
Darrell D. Pittard
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ N. Michael Anderson* Director June 17, 1997
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N. Michael Anderson
/s/ James L. Coxwell* Director June 17, 1997
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James L. Coxwell
/s/ William M. Evans, Jr.* Director and Treasurer June 17, 1997
-------------------------
William M. Evans, Jr.
/s/ James E. Freeman* Director and Secretary June 17, 1997
--------------------
James E. Freeman
/s/ Billy H. Martin* Director June 17, 1997
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Billy H. Martin
/s/ J. Edward Mulkey, Jr.* Director, Vice Chairman June 17, 1997
-------------------------
J. Edward Mulkey, Jr.
/s/ Darrell D. Pittard Chairman and Chief Executive June 17, 1997
----------------------- Officer (principal executive
Darrell D. Pittard officer
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robin Howell* Director June 17, 1997
----------------
Robin Howell
/s/ Frank H. Roach* Chief Financial Officer/ June 17, 1997
------------------ Executive Vice President
Frank H. Roach (principal financial and
accounting officer)
</TABLE>
* By: Darrell D. Pittard, Attorney-in-Fact
II-3
<PAGE>
June 20, 1997
EXHIBIT 5.1
Board of Directors
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 E. Paces Ferry Road
Atlanta, Georgia 30326
RE: Premier Bancshares, Inc.
Registration Statement on Form S-4
10,311 Shares of Common Stock (the "Registration Statement")
Ladies and Gentlemen:
We have acted as counsel for Premier Bancshares, Inc. (the
"Company") in connection with the proposed public offering of the shares of its
Common Stock covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, certified by
the Secretary of State of the State of Georgia;
(2) The Bylaws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Georgia Secretary of State; and
(5) The Registration Statement (including exhibits thereto).
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
<PAGE>
Premier Bancshares, Inc.
June 20, 1997
Page 2
(A) The Company has been duly incorporated under the laws of the
State of Georgia and is validly existing and in good standing
under the laws of Georgia.
(B) The 10,311 shares of Common Stock covered by the Registration
Statement have been legally authorized and when issued in
accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Proxy Statement/Prospectus. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities of Act 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
/s/ Womble Carlyle Sandridge & Rice, PLLC
EOD:clc
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the June 20, 1997
Registration Statement on Form S-4 of our report, dated January 31, 1997,
relating to the consolidated financial statements of Premier Bancshares, Inc.
and subsidiaries, contained in the Registration Statement on Form S-4
(Registration No. 333-24537), and to the reference to our Firm under the
caption "Experts."
MAULDIN & JENKINS, LLC
/s/ MAULDIN & JENKINS, LLC
Atlanta, Georgia
June 19, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1997, accompanying the consolidated
financial statements of Central and Southern Holding Company contained in the
Registration Statement Form S-4 No. 333-24537 and incorporated by reference in
this Registration Statement (abbreviated Form S-4, filed pursuant to Rule
462(b)). We consent to the use of the aforementioned report in the Registration
Statements Form S-4, No. 333-24537 and this Registration Statement filed
pursuant to Rule 462(b) on Form S-4, and to the use of our name as it appears
under the caption "Experts."
PORTER KEADLE MOORE, LLP
/s/ PORTER KEADLE MOORE, LLP
Successor to the practice of:
Evans, Porter, Bryan & Co.
Atlanta, Georgia
June 18, 1997
<PAGE>
Exhibit 23.4
CONSENT OF FINANCIAL ADVISOR
We hereby consent to the use in this Registration Statement on Form S-4 of
Premier Bancshares, Inc. of our letter to the Board of Directors of Premier
Bancshares, Inc. included as Appendix B to the Proxy Statement/Prospectus that
is part of the Registration Statement, and to the references to such letter and
to our firm in the Proxy Statement/Prospectus. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
/s/ Brown, Burke Capital Partners, Inc.
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Brown, Burke Capital Partners, Inc.
June 16, 1997
<PAGE>
Exhibit 23.5
CONSENT OF FINANCIAL ADVISOR
June 17, 1997
We hereby consent to the use of our Fairness Opinion addressed to the
Board of Directors of Central and Southern Holding Company which is to be used
in the Form S-4 Registration Statement and the Prospectus/Proxy Statement
forming a part of this Form S-4 Registration Statement and to all references to
our firm in such Prospectus/Proxy Statement. In giving such consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Alex Sheshunoff & Co. Investment Banking
/s/ Alex Sheshunoff & Co. Investment Banking
