<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended MARCH 31, 1997
------------------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ______________________to ________________________
Commission file number 0-24528
PREMIER BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
GEORGIA 58-1793778
- ------------------------------------------ ---------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
950 E. PACES FERRY ROAD, ATLANTA, GA 30326
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(Address of Principal Executive Offices)
(404) 814-3090
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No ____________
-------------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
4,249,401 SHARES OF COMMON STOCK, $1 PAR VALUE AS OF APRIL 30, 1997.
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Page 1 of 19
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Premier Bancshares, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 1997
Index Page No.
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PART I. Financial Information
Item 1. Consolidated Financial Statements
(a) Consolidated Balance Sheets
(unaudited) at March 31, 1997
and December 31, 1996 3
(b) Consolidated Statements of Income
(unaudited) for the three months
ended March 31, 1997 and 1996 4 - 5
(c) Consolidated Statements of Cash
Flows (unaudited) for the three
months ended March 31, 1997 and 1996 6
(d) Notes to Consolidated Financial Statements
Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 15
PART II. Other Information
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16 - 18
(Signatures on Page 19)
Page 2 of 19
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PREMIER BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 11,838,611 $ 11,628,832
Interest-earning deposits in other banks 1,156,551 1,447,173
Federal funds sold 16,240,000 21,680,000
Securities available for sale, at fair value 46,543,403 35,153,641
Loans held for sale 29,575,115 24,408,287
Loans net of unearned income 193,227,262 186,856,184
Less allowance for loan losses 2,665,915 2,404,189
------------ ------------
Loans, net 190,561,347 184,451,995
Premises and equipment, net 6,790,405 6,634,633
Goodwill and other intangibles 2,227,256 2,276,728
Foreclosed assets 391,262 603,489
Other assets 6,462,531 5,868,826
------------ ------------
$311,786,481 $294,153,604
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand $ 33,996,803 $ 30,184,254
Interest-bearing demand 38,276,729 33,495,208
Savings and money market 28,335,306 32,369,413
Time, $100,000 and over 37,516,785 35,103,940
Other time 116,918,823 105,580,365
------------ ------------
Total deposits 255,044,446 236,733,180
Securities sold under repurchase agreements 8,943,443 8,443,316
Federal Home Loan Bank advances 4,625,000 4,625,000
Other borrowings 15,781,000 17,152,230
Accrued expenses and other liabilities 3,154,277 3,916,085
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Total liabilities 287,548,166 270,869,811
Minority interest in subsidiary 4,757 13,618
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, par value $1; 20,000,000
shares authorized; 4,249,401
issued and outstanding 4,249,401 4,249,401
Capital surplus 18,549,005 18,549,005
Retained earnings 1,791,750 640,485
Unrealized loss on securities (356,598) (168,716)
------------ ------------
Total stockholders' equity 24,233,558 23,270,175
------------ ------------
$311,786,481 $294,153,604
============ ============
See Notes to Consolidated Financial Statements
</TABLE>
Page 3 of 19
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PREMIER BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS
--------------
1997 1996
-------------- ----------
<S> <C> <C>
Interest income:
Interest and fees on loans $5,422,941 $4,841,527
Interest on investment securities:
Taxable 590,099 685,893
Non-taxable 2,168 2,817
Interest on deposits in other banks 33,847 90,944
Interest on short-term investments 375,177 72,085
---------- ----------
Total interest income 6,424,232 5,693,266
---------- ----------
Interest expense:
Interest on deposits 2,742,078 1,928,524
Interest on Federal Home Loan Bank
advances 87,808 163,594
Interest on other borrowings 394,422 613,465
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Total interest expense 3,224,308 2,705,583
---------- ----------
Net interest income 3,199,924 2,987,683
Provision for loan losses 177,061 129,126
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Net interest income after
provision for loan losses 3,022,863 2,858,557
Noninterest income:
Service charges on deposit accounts 236,299 234,260
Other charges, commissions, and fees 460,859 269,000
Security transactions, net (24,812) 143,328
Mortgage income 2,518,567 1,885,850
Other operating income 208,575 24,668
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Total noninterest income 3,399,488 2,557,106
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Noninterest expense:
Salaries and employee benefits 3,281,260 2,643,629
Occupancy expense, net 327,094 292,327
Equipment expense 307,057 243,878
Directors expenses 51,751 71,114
Deposit insurance premiums 11,189 22,813
Legal expenses 139,113 21,981
Collection attorney expense 29,155 20,202
Merger related expenses 48,314 195,049
Goodwill and other intangible amortization 49,471 41,213
Other losses 14,405 14,610
Other operating expenses 898,098 757,759
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Total noninterest expense 5,156,907 4,324,575
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</TABLE>
Page 4 of 19
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PREMIER BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS
------------
1997 1996
------------ ----------
<S> <C> <C>
Income before taxes and minority interest
in net income of subsidiary 1,265,444 1,091,088
Income tax provision 111,191 324,696
---------- ----------
Income before minority interest in net
income of subsidiary 1,154,253 766,392
Minority interest in net income of subsidiary 2,988 3,014
---------- ----------
Net income $1,151,265 763,378
========== ==========
Net income per share of common stock $ 0.27 $ 0.18
========== ==========
Cash dividends declared per share of common stock - $ 0.226
========== ==========
Average shares outstanding 4,330,309 4,296,619
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
Page 5 of 19
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PREMIER BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income before minority interest in net income of subsidiary $ 1,154,253 $ 766,392
------------- ------------
Adjustments to reconcile net income before minority interest in net
income of subsidiary to net cash provided by operating activities:
Depreciation and amortization 250,827 167,703
Provision for loan losses 177,061 129,126
Loss(Gain) on sales of securities available for sale 24,812 (143,328)
Gain on sale of mortgage loans held for sale (2,505,445) (1,866,769)
Net originations of mortgage loans held for sale (2,661,383) (4,942,813)
Other prepaids, deferrals and accruals, net 279,740 (121,582)
------------- ------------
Total adjustments (4,434,388) (6,777,663)
------------- ------------
Net cash used in operating activities (3,280,135) (6,011,271)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale (13,651,016) (2,211,476)
Proceeds from maturities of securities available for sale 620,276 1,864,162
Proceeds from sales of securities available for sale 1,323,378 10,045,058
Net decrease in interest-bearing deposits in banks 290,622 3,296,367
(Increase) decrease in federal funds sold, net 5,440,000 (10,090,000)
Increase in loans, net (6,286,413) (17,607,110)
Purchase of premises and equipment (357,130) (273,476)
------------- ------------
Net cash used in investing activities (12,620,283) (14,976,475)
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CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits, net 18,311,266 14,626,637
Increase in repurchase agreements, net 500,127 6,399,727
Decrease in borrowings from FHLB, net - (2,500,000)
Net (decrease) increase in other borrowings (1,371,230) 5,081,088
Cash dividends paid (1,318,116) (940,312)
Minority interest dividends paid (11,850) (14,986)
------------- ------------
Net cash provided by financing activities 16,110,197 22,652,154
------------- ------------
Net increase in cash and due from banks 209,779 1,664,408
Cash and due from banks, beginning of period 11,628,832 9,545,638
------------- ------------
Cash and due from banks, end of period $ 11,838,611 $ 11,210,046
============= ============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 2,902,301 $ 2,861,180
Income taxes $ 272,625 $ 312,280
NONCASH TRANSACTIONS:
Unrealized losses on securities available for sale $ 292,788 $ 569,322
</TABLE>
See Notes to Consolidated Financial Statements
Page 6 of 19
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PREMIER BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION
The consolidated financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the interim
periods.
The results of operations for the three-month period ended March 31,
1997 are not necessarily indicative of the results to be expected for
the full year.
Note 2. BUSINESS COMBINATIONS
On February 3, 1997, Premier Bancshares, Inc. entered into an
Agreement and Plan of Reorganization with Central and Southern Holding
Company ("Central and Southern") of Milledgeville, Georgia. Under this
Agreement, Central and Southern will merge with and into Premier
Bancshares, Inc. Upon consummation of the merger, each share of
Central and Southern's common stock issued and outstanding will be
converted into and exchanged for the right to receive one share of
Premier Bancshares, Inc.'s common stock. Consummation of the merger is
subject to certain conditions, including approval of the agreement by
the Boards of Directors and the shareholders of both Premier
Bancshares, Inc. and Central and Southern and approval of the merger
by various regulatory agencies.
On August 31, 1996, First Alliance Bancorp, Inc. merged with Premier
Bancshares, Inc. The merger was accounted for as a pooling of
interests. All financial information has been restated to reflect the
combined operations of First Alliance Bancorp, Inc. and Premier
Bancshares, Inc.
Note 3. COMMON STOCK SPLIT
On February 24, 1997, Premier Bancshares, Inc. declared a 1.8055
stock split for shares of record as of March 6, 1997. The number of
shares to effect the stock split times the par value of $1 was
transferred from capital surplus to common stock on March 20, 1997.
All prior financial information has been restated to reflect the stock
split.
Note 4. CURRENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board has issued SFAS No. 128,
"Earnings Per Share". SFAS No. 128 establishes standards for computing
and presenting earnings per share (EPS) and applies to entities with
publicly held common stock or potential common stock. This Statement
simplifies the standards for computing earnings per share previously
found in APB Opinion No. 15, Earnings per Share, and makes them
comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the
statement of income for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted
EPS computation. The effective date of this Statement is for financial
statements issued for periods ending after December 15, 1997. The
adoption of this Statement is not expected to have a material effect
on earnings per share
Page 7 of 19
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BACKGROUND
Premier Bancshares, Inc. (the "Company"), formerly known as First Alliance
Bancorp Inc., was incorporated in 1988 under the laws of Georgia and the
regulations of the Bank Holding Company Act of 1956. The Company's largest
subsidiary, First Alliance Bank (the "Bank"), is a commercial bank which opened
for business in 1984. On August 31, 1996, the Company acquired a Thrift Holding
Company named Premier Bancshares, Inc. ("Premier"). Premier owned two
subsidiaries. The transaction was accounted for as a pooling of interests.
Premier Lending Corporation ("Lending") engages in the business of residential
mortgage and commercial finance loan originations. The other subsidiary was
Premier Bank, FSB ("Thrift") a savings and loan. Additionally, the Company owns
a consumer finance company named Alliance Finance ("Finance").
LIQUIDITY AND CAPITAL RESOURCES
Liquidity management involves the matching of the cash flow requirements of
customers who may be either depositors desiring to withdraw funds or borrowers
needing assurance that sufficient funds will be available to meet their credit
needs and the ability of the Bank to meet those needs. The Company seeks to meet
liquidity requirements primarily through management of short-term investments
(principally Federal Funds sold), monthly amortizing loans, repayment of single
payment loans, periodic repayments of mortgage-backed securities and draws upon
guaranteed lines of credit. In addition, at March 31, 1997, the Bank and the
Thrift had $11,000,000 in approved Federal Funds lines with correspondent banks
which could provide funds on an immediate basis if the need arose. Also, the
Bank has access to various Certificate of Deposit ("CD") networks which would
allow it to raise deposits from credit unions and other small banks for varying
Page 8 of 19
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time periods at rates comparable to the short-term U.S. Government Bond rate
curve. These deposits are not brokered and no fee outside of the market rate is
paid.
Additionally, the Bank and the Thrift are members of the Federal Home Loan
Bank system. At March 31, 1997, they had the ability to borrow approximately $20
million by pledging qualifying loans and securities as collateral.
The liquidity and capital resources of the Company and the two banks are
monitored on a periodic basis by federal regulatory authorities. In addition,
the Company and the banks perform liquidity analyses in the same manner as the
federal regulatory agencies. As of March 31, 1997, the various liquidity ratios
were considered adequate by regulatory definitions. In management's opinion,
the Company and the banks maintained liquidity that was adequate to meet their
respective needs.
The Company continues to be well-capitalized by both industry and
regulatory definitions. At March 31, 1997, the Company's capital ratios were as
follows:
<TABLE>
<CAPTION>
Minimum Regulatory
Requirement to be
Well-Capitalized
----------------
<S> <C> <C>
Leverage Capital Ratio 7.28% 5.00%
Risk Based Capital Ratios:
Tier #1 Capital 9.76% 6.00%
Total Capital 10.92% 10.00%
</TABLE>
Management is not aware of any current recommendations of the regulatory
authorities which, if they were implemented, would have a material effect on the
Company's liquidity, capital resources or operations.
Page 9 of 19
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The Company regularly evaluates business combination opportunities and
conducts due diligence activities in connection with possible business
combinations. As a result, business combinations are frequently discussed by
management. In some cases, negotiations take place. Management anticipates that
the Company will be involved in future business combinations involving cash,
debt or equity securities within the next 12 months. Any future business
combination or series of business combinations that the Company might undertake
may be material, in terms of assets acquired or liabilities assumed, to the
Company's financial condition.
ASSET/LIABILITY MANAGEMENT
At March 31, 1997, the Company, utilizing a "static gap" view of interest
sensitivity, was positioned in an asset-sensitive position (7.32%) at six months
and a liability-sensitive position (7.16%) at one year. This "static gap" view
of interest sensitivity at a point in time looks at the volumes of assets and
liabilities that will mature or reprice within varying time periods. Such a view
does not necessarily indicate the impact of general interest rate movements on
the net interest margin since the repricing of various categories of assets and
liabilities is subject to competitive pressures and the needs of the Company's
customers. It is also probable that actual repricing may happen at different
times than estimated and at different rates than anticipated.
Management also utilizes a forecasting model for the Bank which attempts to
project the Bank's net interest margin in various rising, flat and falling
interest rate scenarios. The model assumes that the Bank makes no material
change in the composition, maturity or interest sensitivity of its earning
assets and liabilities as a result of a change in interest rate cycles. The
model projects that in the next 12 months, the Bank would earn approximately
3.74% less net interest income in a 200 basis point rising rate environment and
approximately 4.00% more in a 200 basis point falling rate environment. However,
management will act to change the Company's asset or liability composition and
interest sensitivity in response to a definitive change
Page 10 of 19
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in the direction of interest rates. Specifically, the Company actively manages
the mix of asset and liability maturities to control the effects of changes in
the general level of interest rates on net interest income. Except for its
effect on the general level of interest rates, inflation does not have a
material impact on the Company due to the rate variability and short-term
maturities of its earning assets.
Page 11 of 19
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CHANGES IN FINANCIAL CONDITION
Total assets increased $17,633,000 since December 31, 1996. Non-earning
cash and due from banks increased $210,000 from year end 1996. This change is
representative of normal daily fluctuations in cash and check clearings.
Interest-earning deposits in the Bank and Thrift decreased $291,000 to a balance
of $1,156,000 at March 31, 1997. This balance is primarily excess funds that
are held at the Federal Home Loan Bank and accrue interest at a rate
approximately equal to the Federal Funds rate. Federal Funds sold decreased
$5,440,000 from year end 1996. The decrease in Federal Funds is primarily the
result of an increase in securities purchased during first quarter 1997.
Securities available for sale increased $11,390,000. The increase in securities
in the first quarter of 1997 was to utilize excess liquidity and to provide
additional collateral for growing public funds and customer cash management
sweep accounts. Loans held for sale increased $5,167,000 from year end 1996 to
March 31, 1997. These loans represent first mortgage loans which have been
originated by Lending and have been sold to third party investors and are
waiting on funding from the investor. This balance fluctuates based on time of
month, new loan volumes and length of investor closing periods.
Portfolio loans grew $6,371,000 from year end 1996. Construction loans
decreased $2,876,000, other loans secured by real estate increased $6,807,000,
commercial loans increased $1,371,000 and consumer loans increased $532,000.
The primary reason for this continued growth in loans is due to the
consolidation of regional and community banks in the Atlanta metropolitan area.
These consolidations have made it possible for the Company to hire experienced
loan officers with seasoned loan portfolios and attract new business from
customers that prefer to do business with a community bank.
Total deposits grew $18,311,000 from year end 1996. Non-interest bearing
demand deposits were up $3,812,000. Interest-bearing demand deposits were up
$4,782,000 primarily
Page 12 of 19
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due to a seasonal increase in the balances of a local municipal depositor. Other
time deposits and time deposits over $100,000 increased $13,751,000 as both the
Bank and the Thrift aggressively marketed for deposits in several key submarkets
in the Company's market area. Federal Home Loan Bank advances were unchanged.
Retail repurchase agreements increased $500,000 which is a normal fluctuation
for this type of account. Other borrowings decreased $1,371,000 due primarily to
the Bank and Thrift increasing their deposit balances which allowed them to fund
asset growth and to reduce borrowings.
NON-PERFORMING ASSETS
Non-performing loans were $708,000 and other real estate owned was $391,000
at March 31, 1997. At year end 1996, non-performing loans were $1,224,000 and
other real estate owned was $603,000.
Page 13 of 19
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RESULTS OF OPERATIONS
Net income for first quarter 1997 was $1,151,000 as compared to $763,000
for first quarter of 1996. Included in the 1997 net income was a net operating
loss carryforward of $346,000. In the first quarter of 1996, the Company
recognized a $143,000 gain on the sale of securities held for sale. Excluding
the above items, net income increased $136,000 in first quarter 1997 versus
first quarter 1996. On a per share basis, net income was $.27 in 1997 versus
$.18 in 1996. This $.09 increase represents an increase of 50 percent per
share.
NET INTEREST INCOME
Net interest income increased $212,000 in first quarter 1997 versus first
quarter 1996. As the level of interest rates has remained fairly similar in
both quarters, the primary reason for the increased income was an increase of
$55,894,000 in average earning assets as compared to March 31, 1996.
Specifically, net increases in volumes generated an increase of $529,000 while
mix changes and deposit generation campaigns narrowed spreads and decreased net
interest income by $317,000.
PROVISION FOR LOAN LOSS
The provision for loan losses was $177,000 in first quarter 1997 versus
$129,000 in first quarter 1996. The increase in the provision was due solely to
growth in outstanding loans.
Non-performing loans decreased between the two periods. Net recoveries were
similar in both periods.
NON-INTEREST INCOME
Non-interest income increased $842,000 for first quarter 1997 versus the
same period in 1996. The increase was due to increases in mortgage originations
and sales of mortgages of $633,000, an increase in commercial finance
maintenance fees of $165,000 and gains on sales of SBA loans of $136,000. In
first quarter 1997, the Company executed several securities swaps resulting in a
net loss of $25,000. The securities purchased were at significantly higher
rates and
Page 14 of 19
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will recapture the losses before the end of 1997. First quarter 1996 had
securities gains of $143,000 which were recognized on the termination of an
arbitrage discussed in detail in previous filings.
NON-INTEREST EXPENSE
Non-interest expense increased $832,000 in first quarter 1997 over the same
period in 1996. Salaries, commissions and employee benefits were up $638,000.
Of this increase, $222,000 in commissions was due to the increase of $633,000 in
mortgage origination income. Benefit expense was up $283,000 due to coverage of
Lending's and Thrift's employees in the Company's 401(K) plan and an overall 8
percent increase in medical premiums. Occupancy and equipment expense was up
$98,000 due to new branches and mortgage offices opened in 1996.
INCOME TAXES
Consolidated income taxes were down $214,000 in first quarter 1997 versus
first quarter 1996. Taxes related to the increase in income were up $132,000.
Tax credits due to the utilization of prior period NOL carryforwards was
$346,000. Approximately $75,000 of NOL tax credits remain to be utilized in
future periods. Management expects to utilize the credits in second quarter
1997.
Page 15 of 19
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There have been no material legal proceedings commenced or terminated
during the first quarter of fiscal 1997.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following are the Exhibits required by Item 601 of Regulation
S-K:
<TABLE>
<CAPTION>
<S> <C>
2. Agreement and Plan of Reorganization dated February 3, 1997
between First Alliance/Premier Bancshares, Inc. And The
Central and Southern Holding Company. (Incorporated by
reference as Exhibit 2 from the Registrant's Form 10-K for
the year ended December 31, 1996.)
2.1 First Amendment and Plan of Reorganization dated March 26,
1997 between Premier Bancshares, Inc. And The Central and
Southern Holding Company. (incorporated by reference as
Exhibit 2.1 from the Registrant's Form 10-K for the year
ended December 31, 1996.)
3.1. Articles of Incorporation (incorporated by reference as
Exhibit 3.1 from the Registrant's Form 10-QSB for the
quarter ended September 30, 1996.).
3.2. Articles of Amendment dated February 4, 1997 (incorporated
by reference as Exhibit 3.2 from the Registrant's Form 10-K
for the year ended December 31, 1996.).
</TABLE>
Page 16 of 19
<PAGE>
<TABLE>
<S> <C>
3.3 Bylaws of Registrant, as amended (incorporated by reference
as Exhibit 3.3 from the Registrant's Form 10-QSB for the
quarter ended September 30, 1996.).
4.1 Form of Common Stock Certificate (incorporated by reference
as Exhibit 4.1 from the Registrant's Form 10-K for the year
ended December 31, 1996.).
10.1 First Alliance Bancorp, Inc. 1995 Stock Option Plan, dated
as of August 8, 1995, and amended as of March 12, 1996 and
related form of Employee Incentive Stock Option Agreement
(incorporated by reference as Exhibit 10.1 to the
Registrant's Form 10-KSB for the year ended December 31,
1995)./(1)/
10.2 Guaranty, dated March 25, 1996, by First Alliance Bancorp,
Inc. Relating to a $2,000,000 loan made by The Bankers Bank
to Interim Alliance Corporation d/b/a Alliance Finance
(incorporated by reference as Exhibit 10.2 to the
Registrant's Form 10-KSB for the year ended December 31,
1996.).
10.3 Employment Agreement dated July 1, 1995 by and between
Premier, First Alliance Bank and J. Edward Mulkey, Jr.
(incorporated by reference as Exhibit 10.3 to the
Registrant's Form 10-KSB for the year ended December 31,
1995.)./(1)/
10.4 Employment Agreement dated January 1, 1997, by and between
Premier Lending Corporation and George S. Phelps
(incorporated by reference as Exhibit 10.4 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1996.)./(1)/
10.5 Employment Agreement dated January 1, 1997, by and between
Premier Lending Corporation and Michael W. Lane
(incorporated by reference as Exhibit 10.5 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1996.)./(1)/
10.6 Employment Agreement dated January 1, 1997, by and between
Premier Lending Corporation and Brian D. Schmitt
(incorporated by reference as Exhibit 10.6 from the
Registrant's Form 10-K for the fiscal year ended December
31, 1996.)./(1)/
10.7 Amendment to employment Agreement dated January 1, 1997, by
and between First Alliance/Premier Bancshares, Inc. and
Darrell D. Pittard (incorporated by reference as Exhibit
10.7 from the Registrant's Form 10-K for the fiscal year
ended December 31, 1996.)./(1)/
10.8 Form of Employment Agreement by and between Premier
Bancshares, Inc., Premier Lending Corporation and Darrell D.
Pittard (incorporated by reference as Exhibit 10.8 from the
Registrant's Form 10-K for the fiscal year ended December
31, 1996.)./(1)/
</TABLE>
Page 17 of 19
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<TABLE>
<S> <C>
10.9 Amended and Restated Stock Purchase Agreement by and between
Premier Bancshares, Inc. (Formerly known as First
Alliance/Premier Bancshares, Inc.) and Net.B@nk, Inc. Dated
December 19, 1996 (incorporated by reference as Exhibit 10.9
from the Registrant's Form 10-K for the fiscal year ended
December 31, 1996.).
10.10 First Amendment to the Amended and Restated Stock Purchase
Agreement by and between Premier Bancshares, Inc. and
Net.B@nk, Inc., dated December 19, 1996 (incorporated by
reference as Exhibit 10.10 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996.).
10.11 Purchase and Assumption Agreement by and between Premier
Bank, FSB and First Alliance Bank dated December 19, 1996
(incorporated by reference as Exhibit 10.11 from the
Registrant's Form 10-K for the fiscal year ended December
31, 1996.).
10.12 First Amendment to Purchase and Assumption Agreement by and
between Premier Bank, FSB and First Alliance Bank dated
March 13, 1997 (incorporated by reference as Exhibit 10.12
from the Registrant's Form 10-K for the fiscal year ended
December 31, 1996.).
10.13 Second Amendment to Purchase and Assumption Agreement by and
between Premier Bank, FSB and First Alliance Bank dated
March 25, 1997 (incorporated by reference as Exhibit 10.13
from the Registrant's Form 10-K for the fiscal year ended
December 31, 1996.).
10.14 Premier Bancshares, Inc. 1997 Stock Option Plan
(incorporated by reference as Appendix D from the
Registrant's Form S-4 filed on May 8, 1997.)./(1)/
10.15 Form of Premier Bancshares, Inc. Directors' Stock Option
Plan (incorporated by reference as Appendix E from the
Registrant's Form S-4 filed on May 8, 1997.)./(1)/
11.1 Statement of Per Share Earnings.
27 Financial Data Schedule (for SEC use only.).
</TABLE>
____________
/(1)/ Registrant's plans, management contract and compensatory
arrangements.
(b) Reports on Form 8-K
On February 12, 1997, the Company filed a Form 8-K reporting that
it had entered into that certain Agreement and Plan of
Reorganization on February 3, 1997 with The Central and Southern
Holding Company whereby The Central and Southern Holding Company
will be merged with and into the Company.
Page 18 of 19
<PAGE>
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, thereunto duly authorized.
PREMIER BANCSHARES, INC.
Date: May 12, 1997 BY: /s/ Darrel D. Pittard
---------------------- ------------------------------------
Darrell D. Pittard
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 1997 BY: /s/ Frank H. Roach
---------------------- --------------------------------------
Frank H. Roach
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Chief Accounting Officer)
Page 19 of 19
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- --------------------------------------------------------------------------------
<S> <C>
2 Agreement and Plan of Reorganization dated February 3, 1997 between
First Alliance/Premier Bancshares, Inc. and The Central and Southern
Holding Company. (incorporated by reference as Exhibit 2 from the
Registrant's Form 10-K for the year ended December 31, 1996.).
2.1 First Amendment to Agreement and Plan of Reorganization dated March
26, 1997 between Premier Bancshares, Inc. and The Central and
Southern Holding Company. (incorporated by reference as Exhibit 2.1
from the Registrant's Form 10-K for the year ended December 31,
1996.).
3.1 Articles of Incorporation (incorporated by reference as Exhibit 3.1
from the Registrant's Form 10-QSB for the quarter ended September
30, 1996.).
3.2 Articles of Amendment dated February 4, 1997 (incorporated by
reference as Exhibit 3.2 from the Registrant's Form 10-K for the
year ended December 31, 1996.).
3.3 Bylaws of Registrant, as amended (incorporated by reference as
Exhibit 3.3 from the Registrant's Form 10-K for the year ended
December 31, 1996.).
4.1 Form of Common Stock Certificate (incorporated by reference as
Exhibit 4.1 from the Registrant's Form 10-K for the year ended
December 31, 1996.).
10.1 First Alliance Bancorp, Inc. 1995 Stock Option Plan, dated as of
August 8, 1995, and amended as of March 12, 1996 and related form of
Employee Incentive Stock Option Agreement (incorporated by reference
as Exhibit 10.1 from the Registrant's Form 10-KSB for the year ended
December 31, 1995.)/(1)/
10.2 Guaranty, dated March 25, 1996, by First Alliance Bancorp, Inc.
Relating to a $2,000,000 loan made by The Bankers Bank to Interim
Alliance Corporation d/b/a Alliance Finance (incorporated by
reference as Exhibit 10.2 from the Registrant's Form 10-KSB for the
year ended December 31, 1996.).
10.3 Employment Agreement dated July 1, 1995 by and between Premier,
First Alliance Bank and J. Edward Mulkey, Jr. (incorporated by
reference as Exhibit 10.3 from the Registrant's Form 10-KSB for the
year ended December 31, 1995.)/(1)/
10.4 Employment Agreement dated January 1, 1997 by and between Premier
Lending Corporation and George S. Phelps (incorporated by reference
as Exhibit 10.4 from the Registrant's Form 10-K for the fiscal year
ended December 31, 1996.)/(1)/
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.5 Employment Agreement dated January 1, 1997, by and between Premier
Lending Corporation and Michael W. Lane (incorporated by reference
as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1996.)./(1)/
10.6 Employment Agreement dated January 1, 1997, by and between Premier
Lending Corporation and Brian D. Schmitt (incorporated by reference
as Exhibit 10.6 from the Registrant's Form 10-K for the fiscal year
ended December 31, 1996.)./(1)/
10.7 Amendment to employment Agreement dated January 1, 1997, by and
between First Alliance/Premier Bancshares, Inc. and Darrell D.
Pittard (incorporated by reference as Exhibit 10.7 from the
Registrant's Form 10-K for the fiscal year ended December 31,
1996.)./(1)/
10.8 Form of Employment Agreement by and between Premier Bancshares,
Inc., Premier Lending Corporation and Darrell D. Pittard
(incorporated by reference as Exhibit 10.8 from the Registrant's
Form 10-K for the fiscal year ended December 31, 1996.)./(1)/
10.9 Amended and Restated Stock Purchase Agreement by and between Premier
Bancshares, Inc. (Formerly known as First Alliance/Premier
Bancshares, Inc.) and Net.B@nk, Inc. Dated December 19, 1996
(incorporated by reference as Exhibit 10.9 from the Registrant's
Form 10-K for the fiscal year ended December 31, 1996.).
10.10 First Amendment to the Amended and Restated Stock Purchase Agreement
by and between Premier Bancshares, Inc. and Net.B@nk, Inc., dated
December 19, 1996 (incorporated by reference as Exhibit 10.10 to the
Registrant's Form 10-K for the fiscal year ended December 31,
1996.).
10.11 Purchase and Assumption Agreement by and between Premier Bank, FSB
and First Alliance Bank dated December 19, 1996 (incorporated by
reference as Exhibit 10.11 from the Registrant's Form 10-K for the
fiscal year ended December 31, 1996.).
10.12 First Amendment to Purchase and Assumption Agreement by and between
Premier Bank, FSB and First Alliance Bank dated March 13, 1997
(incorporated by reference as Exhibit 10.12 from the Registrant's
Form 10-K for the fiscal year ended December 31, 1996.).
10.13 Second Amendment to Purchase and Assumption Agreement by and between
Premier Bank, FSB and First Alliance Bank dated March 25, 1997
(incorporated by reference as Exhibit 10.13 from the Registrant's
Form 10-K for the fiscal year ended December 31, 1996.).
10.14 Premier Bancshares, Inc. 1997 Stock Option Plan (incorporated by
reference as Appendix D from the Registrant's Form S-4 filed on May
8, 1997.)./(1)/
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.15 Form of Premier Bancshares, Inc. Directors' Stock Option Plan
(incorporated by reference as Appendix E from the Registrant's Form
S-4 filed on May 8, 1997.)./(1)/
11.1 Statement of Per Share Earnings.
27 Financial Data Schedule (for SEC use only.).
________
/(1)/ Registrant's plans, management contract and compensatory
arrangements.
</TABLE>
<PAGE>
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
Three Months Ended March 31,
1997 1996
---------- ----------
Primary
Weighted average Premier common shares
outstanding during the year 4,249,401 4,245,339
Common shares issuable in connection
with assumed exercise of options under
the treasury stock method 80,908 51,280
---------- ----------
Total 4,330,309 4,296,619
========== ==========
Net income $1,151,265 $ 763,378
========== ==========
Per share earnings $ 0.27 $ 0.18
========== ==========
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 11,838,611 11,210,046
<INT-BEARING-DEPOSITS> 1,156,551 6,651,452
<FED-FUNDS-SOLD> 16,240,000 12,620,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 46,543,403 35,672,499
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 222,802,377 183,613,174
<ALLOWANCE> 7,665,915 1,967,035
<TOTAL-ASSETS> 311,786,481 260,796,922
<DEPOSITS> 255,044,446 193,079,996
<SHORT-TERM> 25,349,443 37,843,091
<LIABILITIES-OTHER> 3,159,034 4,012,616
<LONG-TERM> 4,000,000 3,000,000
0 0
0 0
<COMMON> 4,249,401 4,245,339
<OTHER-SE> 19,984,157 18,615,880
<TOTAL-LIABILITIES-AND-EQUITY> 311,786,481 260,796,922
<INTEREST-LOAN> 5,422,941 4,841,527
<INTEREST-INVEST> 592,267 688,710
<INTEREST-OTHER> 409,024 163,029
<INTEREST-TOTAL> 6,424,232 5,693,266
<INTEREST-DEPOSIT> 2,742,078 1,928,524
<INTEREST-EXPENSE> 3,224,308 2,705,583
<INTEREST-INCOME-NET> 3,199,924 2,987,683
<LOAN-LOSSES> 177,061 129,126
<SECURITIES-GAINS> (24,812) 143,328
<EXPENSE-OTHER> 5,156,907 4,324,575
<INCOME-PRETAX> 1,265,444 1,091,088
<INCOME-PRE-EXTRAORDINARY> 1,151,265 763,378
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,151,265 763,378
<EPS-PRIMARY> .27 .18
<EPS-DILUTED> .27 .18
<YIELD-ACTUAL> 4.57 5.27
<LOANS-NON> 708,000 434,000
<LOANS-PAST> 0 1,000
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 337,000 142,000
<ALLOWANCE-OPEN> 2,404,189 1,801,917
<CHARGE-OFFS> 12,925 4,008
<RECOVERIES> 97,590 40,000
<ALLOWANCE-CLOSE> 2,665,915 1,967,035
<ALLOWANCE-DOMESTIC> 2,665,915 1,967,035
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
