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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): JUNE 23, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 23, 1997, Premier Bancshares, Inc. ("Premier") consummated the
acquisition of Central and Southern Holding Company ("Central and Southern"), a
Georgia corporation. Pursuant to the Agreement and Plan of Reorganization dated
February 3, 1997, as amended on March 26, 1997 (the "Agreement"), Central and
Southern was merged with and into Premier. The transaction was consummated in a
one for one exchange of the common stock of Premier for all of the issued and
outstanding common stock of Central and Southern. In connection therewith, an
aggregate of 3,663,834 shares of Premier common stock were issued to the
shareholders of Central and Southern. In addition, options to purchase an
aggregate of 118,032 shares of Premier common stock were substituted in exchange
for a like number of options to purchase Central and Southern common stock. The
transaction is valued at approximately $60.5 million based on Central and
Southern's issued and outstanding common stock (on a fully diluted basis) and
Premier's closing price on June 23, 1997 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 Bank, FSB; Premier
Lending Corporation and Alliance Finance, Inc.
Central and Southern is a bank and thrift holding company headquartered in
Milledgeville, Georgia with two subsidiaries: Central and Southern Bank of
Georgia and Central and Southern Bank of North Georgia, FSB.
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 Central and Southern relative to the Central and Southern
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 August 30, 1997 (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 Central and Southern 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 August 30, 1997 (60 days after this Report is
required to be filed).
(c) Exhibits
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2.1 Agreement and Plan of Reorganization dated as of February 3, 1997, by
and between Premier and Central and Southern (incorporated by reference from
Premier's Form S-4 Registration Statement File No. 333-24537 (included as
Appendix A)).
2.2 Amendment to Agreement and Plan of Reorganization dated March 26,
1997, by and between Premier and Central and Southern (incorporated by reference
from Premier's Form S-4 Registration Statement File No. 333-24537 (included as
Appendix A)).
99 Press Release.
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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: June 23, 1997 /s/ Darrell D. Pittard
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Darrell D. Pittard,
Chairman and Chief Executive Officer
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Exhibit 99
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FOR RELEASE AT 2:00 PM EST ON
JUNE 23, 1997
CONTACT: Darrell D. Pittard, Chairman and Chief Executive Officer
or
Frank H. Roach, Executive Vice President and Chief Financial Officer
(404) 814-3090
-- PREMIER BANCSHARES, INC. AND
CENTRAL AND SOUTHERN HOLDING COMPANY, INC. COMPLETE MERGER --
Atlanta, Georgia, June 23, 1997 -- Premier Bancshares, Inc. (American
Stock Exchange - PMB) and Central and Southern Holding Company completed the
merger of their organizations today. Shares of Central and Southern Holding
Company were exchanged share-for-share for Premier Bancshares, Inc. stock. The
resulting organization, which is based in Atlanta, Georgia, will continue to
operate as Premier Bancshares, Inc.
Premier Bancshares, Inc., is a bank and thrift holding company with
six subsidiaries serving the greater metropolitan Atlanta area and key areas of
northeast Georgia. Subsidiaries include Premier Bank, Premier Bank, FSB,
Central and Southern Bank of Georgia, Central and Southern Bank of North
Georgia, FSB, Premier Lending Corporation, and Alliance Finance, Inc. Premier's
subsidiaries operate a total of 24 offices and make Premier Bancshares, Inc. the
tenth largest full-service bank holding company in Georgia.
Darrell D. Pittard, who will continue as Chairman and Chief Executive
Officer of Premier Bancshares, said, "Premier Bancshares, Inc. stock value has
increased by approximately 46% during 1997. We think this indicates the
market's favorable reaction to the proposed Central and Southern merger, as well
as the Company's positive earnings trend. The merger also improves our stock
liquidity with Premier now having approximately 8 million shares outstanding."
Premier Bancshares, Inc. has total assets of approximately $544
million, shareholders' equity of approximately $48 million, and a market
capitalization of approximately 136 million.
J. Edward Mulkey, Jr., who previously served as President and Chief
Operating Officer of Premier Bancshares, Inc., will assume the role as Vice
Chairman of Premier Bancshares and will continue as President and CEO of Premier
Bank, Central and Southern's Chief Executive Officer, Robert C. Oliver, will
move from Milledgeville, Georgia to the holding company headquarters in Atlanta
to serve as President and Chief Operating Officer of Premier Bancshares, Inc.
Oliver said, "As we aggressively implement our plan to combine the
back office operations of the banks over the next few months, we anticipate
achieving significant operational savings which will help off-set merger related
expenses."
Michael Ricketson, Central and Southern's Chief Financial Officer,
will also move to Atlanta following the merger and will become Executive Vice
President of Premier Bancshares, Inc.
Additional financial information regarding the merger and Premier
Bancshares, Inc. is available from Frank H. Roach, Executive Vice President and
Chief Financial Officer at (404) 814-3090.
