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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 3, 1997
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PREMIER BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 0-24528 58-1793778
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
2180 ATLANTA PLAZA
950 EAST PACES FERRY ROAD
ATLANTA, GEORGIA 30326
(Address of principal executive offices, including zip code)
(404) 814-3090
(Registrant's telephone number, including area code)
Former Name: First Alliance/Premier Bancshares, Inc.
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ITEM 5. OTHER EVENTS
On February 3, 1997, Premier Bancshares, Inc. ("Premier"), and The Central
and Southern Holding Company ("Central and Southern"), entered into an Agreement
and Plan of Reorganization (the "Agreement"), pursuant to which Central and
Southern will be merged with and into Premier and Premier will be the Surviving
Corporation. Following the transaction Premier Bancshares, Inc. will have assets
of approximately $520,000,000.
The transaction is subject to approval by the shareholders of Premier and
Central and Southern, appropriate regulatory approvals and the satisfaction of
certain other conditions contained in the Agreement.
Based in the Atlanta metropolitan area, Premier is a bank and thrift
holding company with four subsidiaries, First Alliance Bank; Premier Bank, FSB;
Premier Lending Corporation and Alliance Finance Company. On February 4, 1997,
Premier changed its name to "Premier Bancshares, Inc."
Central and Southern is a bank and thrift holding company, headquartered in
Milledgeville, Georgia with two subsidiaries, The Central and Southern Bank of
Georgia and The Central and Southern Bank of North Georgia, FSB.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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99 - Press Release.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PREMIER BANCSHARES, INC.
Date: February 11, 1997 /s/ Frank H. Roach
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FRANK H. ROACH
Executive Vice President and
Chief Financial Officer
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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.
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First Alliance/Premier Bancshares was traded on the NASDAQ Small Cap
Market under the trading symbol "FABC" until January 10, 1997, when the stock
moved to the American Stock Exchange and assumed 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 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 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.
