As Filed With the Securities and Exchange Commission on August 31, 1998
Registration No. 333-50535
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
PREMIER BANCSHARES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Georgia 6025 58-1793778
- --------------- ------------------ -------------------
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classi- Identification Number)
Incorporation or fication Code Number)
Organization)
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(404) 814-3090
_______________________________________________________________________
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
____________________________________________________________
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding
company and there is compliance with General Instruction G,
check the following box. [_]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act , check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering. [_]
DEREGISTRATION OF SHARES
Premier Bancshares, Inc. (the "Registrant") hereby
deregisters 466,944 of the 8,212,733 shares of its common
stock, par value $1.00 per share (the "Common Stock"),
registered on its Registration Statement on Form S-4
(Registration No. 333-50535) for public issuance. This
Registration Statement covered the maximum number of shares
which could have been issued pursuant to the terms of that
certain Agreement and Plan of Reorganization by and between
the Registrant and The Bank Holding Company ("BHC") dated as
of December 3, 1997, as amended on December 18, 1997,
December 23, 1997, December 31, 1997, January 15, 1998 and
March 16, 1998, and pursuant to the terms of that certain
Agreement and Plan of Reorganization by and between the
Registrant and Button Gwinnett Financial Corporation
("Button Gwinnett") dated as of February 5, 1998, as amended
on April 29, 1998 (collectively, the "Merger Agreements").
Pursuant to the Merger Agreements, the outstanding shares of
BHC and Button Gwinnett were converted into 7,745,789 shares
of the Registrant's Common Stock and, therefore, the
Registrant did not issue the total number of shares of
Common Stock registered.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 August __, 1998.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard, Chairman and
Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
- ---------------- Director August 31, 1998
John E. Aderhold
/s/ N. Michael Anderson* Director August 31, 1998
- -----------------------
N. Michael Anderson
/s/ George S. Carpenter, Jr.* Director August 31, 1998
- ----------------------------
George S. Carpenter, Jr.
/s/ James L. Coxwell, Sr.* Director August 31, 1998
- -------------------------
James L. Coxwell, Sr.
/s/ Donald N. Ellis* Director August 31, 1998
- -------------------
Donald N. Ellis
/s/ William M. Evans, Jr.* Director August 31, 1998
- -------------------------
William M. Evans, Jr.
/s/ John H. Ferguson* Director August 31, 1998
- --------------------
John H. Ferguson
/s/ Robert E. Flournoy III* Director August 31, 1998
- --------------------------
Robert E. Flournoy III
/s/ James E. Freeman* Director August 31, 1998
- --------------------
James E. Freeman
/s/ A. F. Gandy* Director August 31, 1998
- ---------------
A. F. Gandy
/s/ Robin R. Howell* Director August 31, 1998
- -------------------
Robin R. Howell
/s/ Billy H. Martin* Director August 31, 1998
- -------------------
Billy H. Martin
/s/ C. Steve McQuaig* Director August 31, 1998
- --------------------
C. Steve McQuaig
/s/ Robert C. Oliver* Director, President August 31, 1998
- -------------------- and Chief Operating
Robert C. Oliver Officer
/s/ Thomas E. Owen, Jr.* Director August 31, 1998
- -----------------------
Thomas E. Owen, Jr.
/s/ Darrell D. Pittard Chairman and Chief August 31, 1998
- ---------------------- Executive Officer
Darrell D. Pittard (principal executive
officer)
/s/ Michael E. Ricketson* Chief Financial August 31, 1998
- ------------------------ Officer Officer
Michael E. Ricketson and Executive Vice
President
(principal financial
and accounting officer)
- ---------------- Director August 31, 1998
John D. Stephens
- ----------------------- Director August 31, 1998
James E. Sutherland, Sr.
- -------------- Director August 31, 1998
Glenn S. White
* By: Darrell D. Pittard, Attorney-in-Fact
