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): December 12, 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 (Commission File No.) (IRS Employer Identification No.)
jurisdiction of
incorporation or
organization)
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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 12, 1997, Premier Bancshares, Inc. (APremier@)
consummated the acquisition of Citizens Gwinnett Bankshares, Inc.
("Citizens Gwinnett"), a Georgia corporation. Pursuant to the
Agreement and Plan of Reorganization dated June 24, 1997, as
amended on July 15, 1997, September 15, 1997 and September 19,
1997 (the "Agreement"), Citizens Gwinnett was merged with and
into Premier. The transaction was consummated in an eight-for-one
exchange of the common stock of Premier for all of the issued and
outstanding common stock of Citizens Gwinnett. In addition,
Premier Common Stock was issued in exchange for all outstanding
options to purchase Citizens Gwinnett common stock. In
connection therewith, an aggregate of 2,066,834 shares of Premier
common stock were issued to the shareholders of Citizens
Gwinnett. The transaction is valued at approximately $49 million
based on the shares issued in the merger to Citizens Gwinnett
shareholders and Premier's recent closing prices on the American
Stock Exchange.
Based in the Atlanta metropolitan area, Premier is a bank
and thrift holding company with four subsidiaries: Premier Bank;
Premier Lending Corporation; Central and Southern Bank of North
Georgia F.S.B.; and the Central and Southern Bank.
Citizens Gwinnett is a bank holding company headquartered
in Duluth, Georgia with one subsidiary, Citizens Bank of
Gwinnett.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
At the present time, it is impractical to provide the
required financial statements for Citizens Gwinnett relative to
the Citizens Gwinnett acquisition as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K. Premier will file
such pro forma financial information under cover of a Form 8-K/A
as soon as practicable, but not later than February 25, 1998 (60
days after this Report is required to be filed).
(b) Pro Forma Financial Information
At the present time, it is impractical to provide the pro
forma financial information relative to the Citizens Gwinnett
acquisition as required by Article 11 of Regulation S-X and this
Item 7 of Form 8-K. Premier will file such pro forma financial
information under cover of a Form 8-K/A as soon as practicable,
but not later than February 25, 1998 (60 days after this Report
is required to be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of
February 3, 1997, by and between Premier and Citizens Gwinnett
Bankshares, Inc. (incorporated by reference from Premier's Form S-
4 Registration Statement File No. 333-36775 (included as Appendix
A)).
2.2 First Amendment to Agreement and Plan of Reorganization
dated July 24, 1997, by and between Premier and Citizens Gwinnett
Bankshares, Inc. (incorporated by reference from Premier's Form S-
4 Registration Statement File No. 333-36775 (included as Appendix
A)).
2.3 Second Amendment to Agreement and Plan of
Reorganization dated September 15, 1997, by and between Premier
and Citizens Gwinnett Bankshares, Inc. (incorporated by reference
from Premier's Form S-4 Registration Statement File No. 333-36775
included as Appendix A)).
2.4 Third Amendment to Agreement and Plan of Reorganization
dated September 19, 1997, by and between Premier and Citizens
Gwinnett Bankshares, Inc. (incorporated by reference from
Premier's Form S-4 Registration Statement File No. 333-36775
(included as Appendix A)).
99 Press Release.
SIGNATURE
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.
PREMIER BANCSHARES, INC.
Date: December 12, 1997 /S/Darrell D. Pittard
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Darrell D. Pittard,
Chairman and Chief Executive Officer
Premier Bancshares, Inc. Completes Acquisition of
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Citizens Gwinnett Bankshares, Inc.
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ATLANTA, Dec. 11 /PRNewswire/ -- Premier Bancshares, Inc. (Amex: PMB)
reported that its acquisition of Citizens Gwinnett Bankshares will be
complete on December 12, 1997. Each share of Citizens Gwinnett Bankshares
common stock will be exchanged for 8 shares of Premier Bancshares common
stock. The value of the transaction, based on the closing price of Premier
Bancshares common stock on December 11, 1997, is $44,178,919.
Premier Bancshares, Inc., is a bank and thrift holding company with
five subsidiaries operating 33 offices icluding: Premier Bank, with
ten offices in north metro Atlanta; Central and Southern Bank of Georgia,
with three offices in Milledgeville, Georgia; Central and Southern Bank of
North Georgia, FSB, with three offices in Gainesville, Greensboro, and
Winder, Georgia; Citizens Bank of Gwinnett with four offices in the north
Atlanta suburban Gwinnett County; and Premier Lending Corporation, a provider
of residential mortgage loans and asset-based commercial finance loans, with
ten offices in the greater metro Atlanta area and three regional satellite
offices in Mobile, Alabama, Jacksonville, Florida, and Charleston, South
Carolina.
Darrell D. Pittard, Chairman and Chief Executive Officer of Premier
Bancshares, said, "The Citizens Bank of Gwinnett subsidiary will merge into
our Atlanta-based Premier Bank during the spring of 1998, as will Winder and
Gainesville offices of Central and Southern Bank of North Georgia, FSB in
January of 1998."
Last week Premier Bancshares announced that it had executed a definitive
agreement to acquire The Bank Holding Company, a privately held two bank
holding company headquartered in McDonough, Georgia. This transaction is
expected to close in the second quarter of 1998.
SOURCE Premier Bancshares, Inc.
Company News On-Call: http: //www.prnewswire.com or fax, 800-758-5804,
ext. 283325
CONTACT: Michael E. Ricketson, Executive Vice President and Chief
Financial Officer of Premier Bancshares, 404-814-3090
