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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported): OCTOBER 15, 1998
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PREMIER BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 001-12625 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 5. OTHER EVENTS
This Form 8-K/A is being filed to amend the report filed on September
30, 1998 which contained supplemental consolidated audited financial statements
of Premier Bancshares, Inc. (the "Company") to add the opinions of auditors of
two companies acquired by the Company in 1996 and the consent of such auditors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
23.4 Consent of Porter Keadle Moore, LLP
23.5 Consent of Porter Keadle Moore, LLP
99.8 Opinion of Porter Keadle Moore, LLP (Central and Southern
Holding Company December 31, 1996)
99.9 Opinion of Porter Keadle Moore, LLP (Citizens Gwinnett
Bankshares, Inc. December 31, 1996)
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: October 15, 1998 /s/ Darrell D. Pittard
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Darrell D. Pittard,
Chairman and Chief Executive Officer
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Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the consolidated
financial statements of Citizens Gwinnett Bankshares, Inc. for the year ended
December 31, 1996 included in the Current Report on Form 8-K/A for Premier
Bancshares, Inc. We hereby consent to the incorporation by reference of said
report in the Registration Statements of Premier Bancshares, Inc. on Form S-3
(File No. 333-49979), Form S-3D (File No. 333-60245), Forms S-8 (File No.
333-29941, File No. 333-59475 and File No. 333-60249) and on Form S-4 (File No.
333-65025).
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
October 15, 1998
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Exhibit 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1997, accompanying the consolidated
financial statements of Central and Southern Holding Company for the year ended
December 31, 1996 included in the Current Report on Form 8-K/A for Premier
Bancshares, Inc. We hereby consent to the incorporation by reference of said
report in the Registration Statements of Premier Bancshares, Inc. on Form S-3
(File No. 333-49979), Form S-3D (File No. 333-60245), Forms S-8 (File No.
333-29941, File No. 333-59475 and File No. 333-60249) and on Form S-4 (File No.
333-65025).
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
October 15, 1998
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EXHIBIT 99.8
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Central and Southern Holding Company and Subsidiaries
We have audited the accompanying consolidated balance sheets of Central and
Southern Holding Company and subsidiaries as of December 31, 1996 and 1995, and
the related statements of earnings, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Central and Southern
Holding Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
January 23, 1997
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EXHIBIT 99.9
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Citizens Gwinnett Bankshares, Inc.
We have audited the accompanying consolidated balance sheets of Citizens
Gwinnett Bankshares, Inc. and subsidiary as of December 31, 1996 and 1995, and
the related statements of earnings, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citizens Gwinnett
Bankshares, Inc. and subsidiary as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
February 4, 1997
