<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
PREMIER BANCSHARES, INC PREMIER CAPITAL TRUST 1
(Exact Name of Registrant as Specified in Charter) (Exact Name of Registrant as Specified in Charter)
GEORGIA DELAWARE
(State of Incorporation State of Incorporation
or Organization) or Organization)
58-1793778 Applied For
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number
2180 Atlanta Plaza 2180 Atlanta Plaza
950 East Paces Ferry Road 950 East Paces Ferry Road
Atlanta, Georgia 30326 Atlanta, Georgia 30326
If this Form relates to the registration of a class of If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [x] A.(d), please check the following box. [_]
</TABLE>
Securities Act Registration Statement File Number to which this
Form relates: 333-38461
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Cumulative Trust Preferred Securities American Stock Exchange
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section
12(g) of the Act:
None
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THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES, CERTAIN EXHIBITS ARE
INCORPORATED IN THIS REGISTRATION STATEMENT BY REFERENCE TO THE REGISTRANTS'
REGISTRATION STATEMENT ON FORM S-3 FILED ON OCTOBER 22, 1997.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
For the full description of Premier Capital Trust I's Cumulative
Trust Preferred Securities (the "Preferred Securities") and the Guarantee of
Premier Bachshares, Inc. (the "Guarantee") being registered hereby, reference is
made to the information contained under the captions "Description of the
Preferred Securities," Description of the Subordinated Debentures," and
"Description of the Guarantee" in the Prospectus that forms part of the
Company's Registration Statement on Form S-3 (Registration No, 333-38461) filed
with the Securities and Exchange Commission on October 22, 1997 under the
Securities Act of 1933, as amended (the "Registration Statement"). The
information contained in the Registration Statement and the Prospectus, are
incorporated herein by reference. Definitive copies of the Prospectus describing
the Preferred Securities will be filed pursuant to Rule 430A or pursuant to an
amendment to the Registration Statement under the Securities Act of 1933, as
amended, and shall be incorporated by reference into this Registration Statement
on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of Premier Capital Trust I.
Incorporated by reference to Exhibit 4.5 to the Registration
Statement.
2.2(a) Trust Agreement of Premier Capital Trust I. Incorporated by
reference to Exhibit 4.6 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of Premier
Capital Trust I. Incorporated by reference to Exhibit 4.7
to the Registration Statement.
2.3 Form of Preferred Security Certificate for Premier Capital
Trust I. Incorporated by reference to Exhibit 4.8 to the
Registration Statement (included as an exhibit to Exhibit
4.7 of the Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement for Premier
Capital Trust I. Incorporated by reference to Exhibit 4.10
to the Registration Statement.
2.5 Form of Indenture between Premier Bancshares, Inc. and State
Street Bank and Trust Company, as Trustee. Incorporated by
reference to Exhibit 4.3 to the Registration Statement.
2.6 Form of Subordinated Debenture. Incorporated by reference
to Exhibit 4.9 to the Registration Statement (included as an
exhibit to Exhibit 4.3 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Date: November 6, 1997
PREMIER BANCSHARES, INC. PREMIER CAPITAL TRUST I
By: /s/ Darrell D. Pittard By: /s/ Darrell D. Pittard
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Darrell D. Pittard, Chairman and Chief Darrell D. Pittard, Trustee
Executive Officer
By: /s/ Robert C. Oliver
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Robert C. Oliver, Trustee
