<PAGE>
______________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
PREMIER BANCSHARES, INC.
----------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 2180 ATLANTA PLAZA 58-1793778
- ------------------- 950 EAST PACES FERRY ROAD ----------
(State or other ATLANTA, GEORGIA 30326 (I.R.S. Employer
jurisdiction of ------------------------------- Identification
incorporation or (Address of principal executive Number)
organization) offices)
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
PREMIER BANCSHARES, INC.
DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
-----------------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
--------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
- ---------- ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Common
Stock, par value
$1.00 per share 900,000 shares $16.00 $14,400,000 $4,363.20
- ------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
low prices of the registrant's common stock on June 23, 1997, as reported
on the American Stock Exchange.
------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on March 30, 1997.
(b) The Company's Current Report on Form 8-K dated February 3, 1997;
(c) The Company's Form 10-Q for the quarter ended March 31, 1997,
filed with the Commission on May 15, 1997;
(d) The description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Registration Statement on Form S-4 and
Appendices D and E thereto (Registration No. 333-24537), filed with the
Commission on May 16, 1997, including any amendment or report filed for the
purpose of updating such description.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the period referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------ -------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to,
II-1
<PAGE>
the best interests of the Company, or, with respect to any criminal proceeding,
had no reasonable cause to believe their conduct was unlawful, if a
determination has been made that they have met these standards of conduct. Such
indemnification in connection with a proceeding by or in the right of the
Company, however, is limited to reasonable expenses, including attorneys' fees,
incurred in connection with the proceeding. The Company must also provide
advancement of expenses incurred by any director or officer in defending any
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such officer or director to repay such advances unless it is ultimately
determined that he or she is not entitled to indemnification by the Company.
The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.
The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.
The Company maintains an insurance policy insuring the Company and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
- ------ --------
The following exhibits are filed as a part of this Registration
Statement:
NUMBER DESCRIPTION
------ -----------
4.1 Premier Bancshares, Inc. 1997 Stock Option Plan (Incorporated by
reference from Appendix D to the Company's Form S-4 Registration
Statement File No. 333-24537).
4.2 Premier Bancshares, Inc. Directors' Stock Option Plan
(Incorporated by reference from Appendix E to the Company's Form S-4
Registration Statement File No. 333-24537).
4.3 Form of Option Agreement under Premier Bancshares, Inc. 1997
Stock Option Plan.
4.4 Form of Option Agreement under Premier Bancshares, Inc.
Directors' Stock Option Plan.
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
II-2
<PAGE>
23.2 Consent of Mauldin & Jenkins, LLC.
24 Power of Attorney. (See signature page to the Registration
Statement.)
ITEM 9. UNDERTAKINGS.
- ------ ------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 24th day of
June, 1997.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the undersigned, and in his or her name, place and
stead, in any and all capacities to sign any and all amendments, including post-
effective amendments, to this Registration Statement, to make such changes in
the Registration Statement as such attorneys-in-fact deems appropriate to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 24, 1997.
/s/ Darrell D. Pittard /s/ John H. Ferguson
- --------------------------------- -------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
/s/ Robert C. Oliver /s/ James E. Freeman
- --------------------------------- -------------------------------
Name: Robert C. Oliver Name: James E. Freeman
Title: President, Chief Title: Director
Operating Officer and Director
/s/ J. Edward Mulkey, Jr. /s/ Albert F. Gandy
- --------------------------------- -------------------------------
Name: J. Edward Mulkey, Jr. Name: Albert F. Gandy
Title: Vice Chairman Title: Director
/s/ N. Michael Anderson /s/ Robin R. Howell
- --------------------------------- -------------------------------
Name: N. Michael Anderson Name: Robin R. Howell
Title: Director Title: Director
II-4
<PAGE>
/s/ George S. Carpenter, Jr. /s/ Billy H. Martin
- --------------------------------- -------------------------------
Name: George S. Carpenter, Jr. Name: Billy H. Martin
Title: Director Title: Director
/s/ James L. Coxwell, Sr. /s/ C. Steve McQuaig
- --------------------------------- -------------------------------
Name: James L. Coxwell, Sr. Name: C. Steve McQuaig
Title: Director Title: Director
/s/ Don N. Ellis /s/ Thomas E. Owen, Jr.
- --------------------------------- -------------------------------
Name: Don N. Ellis Name: Thomas E. Owen, Jr.
Title: Director Title: Director
/s/ William M. Evans, Jr. /s/ Michael E. Ricketson
- --------------------------------- -------------------------------
Name: William M. Evans, Jr. Name: Michael E. Ricketson
Title: Director Title: Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
II-5
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
PREMIER BANCSHARES, INC.
NUMBER DESCRIPTION
------ -----------
4.1 Premier Bancshares, Inc. 1997 Stock Option Plan (Incorporated by
reference from Appendix D to the Company's Form S-4 Registration
Statement File No. 333-24537).
4.2 Premier Bancshares, Inc. Directors' Stock Option Plan
(Incorporated by reference from Appendix E to the Company's Form
S-4 Registration Statement File No. 333-24537).
4.3 Form of Option Agreement under Premier Bancshares, Inc. 1997
Stock Option Plan.
4.4 Form of Option Agreement under Premier Bancshares, Inc.
Directors' Stock Option Plan.
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Mauldin & Jenkins, LLC.
24 Power of Attorney. (See signature page to the Registration
Statement.)
II-6
<PAGE>
EXHIBIT 4.3
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(EMPLOYEE OPTION AGREEMENT FORM)
THIS AGREEMENT (the "Agreement"), made the _____ day of __________, 199__,
by and between PREMIER BANCSHARES, INC., a Georgia corporation (the
"Corporation"), and ________ _______________ (the "Optionee").
In furtherance of the purposes of the Premier Bancshares, Inc. 1997 Stock
Option Plan, as it may be hereafter amended (the "Plan"), the Corporation and
the Optionee hereby agree as follows:
1. The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, a copy of which is delivered herewith or has been previously provided
to the Optionee and the terms of which are incorporated herein by reference.
Capitalized terms used in this Agreement which are not otherwise defined in this
Agreement shall have the respective meanings assigned to them in the Plan.
2. The Corporation hereby grants to the Optionee pursuant to the Plan, as
a matter of separate inducement and agreement in connection with his or her
employment or service to the Corporation, and not in lieu of any salary or other
compensation for his or her services, the right and Option (the "Option") to
purchase all or any part of an aggregate of _______________ (________) shares
(the "Shares") of the Common Stock of the Corporation, at the purchase price of
____________________ ($_____) per share. The Option to purchase _______________
(________) of the Shares shall be designated as an Incentive Option. To the
extent that any Option is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, it shall be treated as a Nonqualified
Option. Except as otherwise provided in the Plan, the Option will expire if not
exercised in full before _______________, _____.
3. The Option shall become exercisable on the date hereof. To the extent
that an Option which is exercisable is not exercised, such Option shall
accumulate and be exercisable by the Optionee in whole or in part at any time
prior to expiration of the Option. The minimum number of shares that may be
purchased under the Option at one time shall be ten (10). Upon the exercise of
an Option in whole or in part, the Optionee shall pay the Option price to the
Corporation in accordance with the provisions of Section 7 of the Plan, and the
Corporation shall as soon thereafter as practicable deliver to the Optionee a
certificate or certificates for the shares purchased.
4. Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to employ the Optionee for any
particular period of time, nor shall it require the Optionee to remain in the
employ of the Corporation or such related corporation for any particular period
of time. Except as otherwise expressly provided in the Plan, all rights of the
<PAGE>
Optionee under the Plan with respect to the unexercised portion of his or her
Option shall terminate upon termination of the employment of the Optionee with
the Corporation or a related corporation.
5. To the extent that this Option is designated as an Incentive Option,
the Option shall not be transferable (including by pledge or hypothecation)
other than by will or the laws of intestate succession or pursuant to a
qualified domestic relations order (as defined by the Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder). To the
extent that this Option is designated as a Nonqualified Option, the Option shall
not be transferable (including by pledge or hypothecation) other than by will or
the laws of intestate succession or pursuant to a qualified domestic relations
order (as defined by the Code, Title I of ERISA or the rules thereunder), except
as may be permitted pursuant to the Plan. This Option shall be exercisable
during the Optionee's lifetime only by the Optionee.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.
7. Except as otherwise provided herein or in the Plan, this Agreement
shall be construed and enforced according to the laws of the State of Georgia.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Corporation and by the Optionee as of the day and year first above written.
PREMIER BANCSHARES, INC.
By:
----------------------------------------
Name:
--------------------------------------
Attest: Title:
-------------------------------------
- ----------------------------
, Secretary
[Corporate Seal]
OPTIONEE
--------------------------------------------
<PAGE>
EXHIBIT 4.4
PREMIER BANCSHARES, INC.
DIRECTORS' STOCK OPTION PLAN
(DIRECTOR OPTION AGREEMENT)
THIS AGREEMENT (the "Agreement"), made the ______ day of ____________,
____, between PREMIER BANCSHARES, INC., a Georgia corporation (the
"Corporation"), and __________________________, a member of the board of
directors of the Corporation or a subsidiary of the Corporation (the
"Optionee");
R E C I T A L S :
- - - - - - - -
In furtherance of the purposes of the Premier Bancshares, Inc. Directors'
Stock Option Plan, as it may be hereafter amended (the "Plan"), the Corporation
and the Optionee hereby agree as follows:
1. The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, a copy of which is delivered herewith or has been previously provided
to the Optionee and the terms of which are incorporated herein by reference.
2. The Corporation hereby grants to the Optionee pursuant to the Plan, as
a matter of separate inducement and agreement in connection with his employment
or service to the Corporation, and not in lieu of any salary or other
compensation for his services, the right and Option (the "Option") to purchase
all or any part of an aggregate of _______________ (_________) shares (the
"shares") of the Common Stock of the Corporation, at the purchase price of
_____________________________ ($__________) per share. The Option to purchase
_____________ (_____) of the shares shall be designated as an:
[ ] Incentive Option
[ ] Nonqualified Option
To the extent that the Option is designated as an Incentive Option and all or
part of such Option does not qualify as an Incentive Option, it shall be treated
as a nonqualified option; provided, however, that, notwithstanding any other
provision in the Plan or this Agreement, the option price shall not be adjusted
to reflect the designation of all or part of such Option as a nonqualified
option. Except as otherwise provided in the Plan, the Option will expire if not
exercised in full before ______________, ________ [10 YEARS FROM GRANT DATE].
3. The Option shall be fully exercisable with respect to the total number
of shares subject to the Option as of the date hereof. To the extent that all
or part of the Option is not exercised, such Option shall be exercisable by the
Optionee in whole or in part at any time prior to expiration of the Option
period. The minimum number of shares that may be purchased under the Option at
one time shall be ten (10). Upon the exercise of an Option in whole or in part,
the Optionee shall pay the Option price to the Corporation in accordance with
the provisions of Section 8 of the Plan, and the Corporation shall as soon
thereafter as practicable deliver to the Optionee a certificate or certificates
for the shares purchased.
<PAGE>
4. Nothing contained in this Agreement or the Plan shall confer upon the
Optionee any right to continue in the service of the Corporation or a related
corporation as an employee or member of the board of directors of the
Corporation or a subsidiary, or to interfere in any way with the right of the
Corporation or a related corporation to terminate the Director's service or
employment at any time. Except as otherwise expressly provided in the Plan, all
rights of the Optionee under the Plan with respect to the unexercised portion of
his Option shall terminate upon termination of the employment or service of the
Optionee with the Corporation or a related corporation.
5. To the extent that this Option is designated as an Incentive Option,
the Option shall not be transferable (including by pledge or hypothecation)
other than by will or the laws of intestate succession or pursuant to a
qualified domestic relations order (as defined by the Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder). To the
extent that this Option is designated as a Nonqualified Option, the Option shall
not be transferable (including by pledge or hypothecation) other than by will or
the laws of intestate succession or pursuant to a qualified domestic relations
order (as defined by the Code, Title I of ERISA or the rules thereunder), except
as may be permitted pursuant to the Plan. This Option shall be exercisable
during the Optionee's lifetime only by the Optionee.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.
7. Except as otherwise provided in the Plan or herein, this Agreement
shall be construed and enforced according to the laws of the State of Georgia.
IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.
PREMIER BANCSHARES, INC.
By:_______________________________
Name:_____________________________
Attest: Title:____________________________
__________________________
Secretary
[Corporate Seal]
OPTIONEE
___________________________(SEAL)
2
<PAGE>
EXHIBIT 5
June 23, 1997
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 with respect to the Premier
Bancshares, Inc. 1997 Stock Option Plan and Premier Bancshares,
Inc. Directors' Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Premier Bancshares, Inc. (the "Company")
in connection with its registration under the Securities Act of 1933, as
amended, of 900,000 shares of its common stock, $1.00 par value (the "Shares"),
which are proposed to be offered and sold pursuant to the Premier Bancshares,
Inc. 1997 Stock Option Plan and the Premier Bancshares, Inc. Directors' Stock
Option Plan (individually, a "Plan" and collectively, the "Plans"), and pursuant
to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") with respect to the Shares.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the corporate
law of the State of Georgia.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, upon issuance pursuant to the terms of the
respective Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Steven S. Dunlevie
-------------------------------
Steven S. Dunlevie, a Member
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report, dated January 31, 1997, relating to the
consolidated financial statements of Premier Bancshares, Inc. and subsidiaries,
contained in the annual report on Form 10-K for the year ended December 31,
1996.
MAULDIN & JENKINS, LLC
/S/ MAULDIN & JENKINS, LLC
Atlanta, Georgia
June 19, 1997
