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 9, 1998
------------
PREMIER BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Georgia 1-12625 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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 9, 1998, Premier Bancshares, Inc. ("Premier")
consummated the acquisition of Lanier Bank & Trust Company
("Lanier"), a Georgia corporation. Pursuant to the Agreement and
Plan of Reorganization by and between Premier and Lanier dated
December 16, 1997, as amended on January 22, 1998, and the Plan
of Merger by and between Premier Bank and Lanier dated December
16, 1997, as amended on January 22, 1998, Lanier was merged with
and into Premier Bank. Each outstanding share of Lanier common
stock was converted into 1.980 shares of Premier common stock.
In addition, options to purchase Premier common stock were
issued in exchange for all outstanding options to purchase Lanier
common stock. Approximately 1,702,748 shares of Premier common
stock were issued to the shareholders of Lanier. The transaction
is valued at approximately $49.4 million based on the shares
issued in the acquisition to Lanier shareholders and Premier's
recent closing prices on the American Stock Exchange, Inc.
Based in the Atlanta metropolitan area, Premier is a bank
holding company with three subsidiaries: Premier Bank; Premier
Lending Corporation; and The Central and Southern Bank of
Georgia.
Lanier is a Georgia chartered commercial bank headquartered
in Cumming, Georgia.
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 Lanier relative to the Lanier
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 23, 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 Lanier 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 23, 1998 (60 days after this Report is required to be
filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of
December 16, 1997, by and between Premier and Lanier
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-45601 (included as Appendix A)).
2.2 First Amendment to Agreement and Plan of Reorganization
dated as of January 22, 1998, by and between Premier and Lanier
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-45601 (included as Appendix A)).
2.3 Plan of Merger dated as of December 16, 1997, by and
between Premier Bank and Lanier (incorporated by reference from
Premier's Form S-4 Registration Statement File No. 333-45601
(included as Appendix A)).
2.4 First Amendment to Plan of Merger dated as of January
22, 1998, by and between Premier Bank and Lanier (incorporated by
reference from Premier's Form S-4 Registration Statement File No.
333-45601 (included as Appendix A)).
99.1 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: June 9, 1998 By: /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard
Chairman and Chief Executive Officer
FOR RELEASE AT _____ PM EST ON
JUNE 9, 1998
Contact: Darrell D. Pittard, Chairman and Chief Executive Officer
or
Michael E. Ricketson, Executive Vice President and Chief Financial Officer
404-814-3090
- PREMIER BANCSHARES, INC. AND
LANIER BANK & TRUST COMPANY COMPLETE MERGER -
Atlanta, Georgia, June 9, 1998 - Premier Bancshares, Inc.
(American Stock Exchange - PMB) completed the merger of Lanier
Bank and Trust Company in Cumming, Georgia into its Georgia bank
subsidiary Premier Bank. Each share of Lanier Bank and Trust
Company common stock issued and outstanding will be converted
into and exchanged for the right to receive 1.980 shares of
Premier Bancshares common stock.
Premier Bancshares, Inc., is a bank holding company with
three subsidiaries serving the greater metropolitan Atlanta area
and key areas of northeast Georgia: Premier Bank, Central and
Southern Bank of Georgia, and Premier Lending Corporation.
Premier Bancshares' subsidiaries operate a total of 36 offices
and with pending acquisitions, Premier Bancshares, Inc. will be
the third largest full-service bank holding company headquartered
in Georgia.
Darrell D. Pittard, Chairman and Chief Executive Officer of
Premier Bancshares, Inc. said, "The addition of these offices
will enhance Premier's presence as North Georgia's highest
performing bank holding company, and add to our growing presence
in the North Metro Atlanta area."
Premier Bancshares, Inc. has total assets of approximately
$910 million, shareholders' equity of approximately $84 million,
and a market capitalization of approximately $475 million.
