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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PREMIER BANCSHARES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
739909109
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class) (See Rule
13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 4 Pages
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CUSIP No. 739909109 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
James E. Freeman SSN# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
N/A (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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5 SOLE VOTING POWER
254,674
NUMBER OF
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING 254,674
PERSON
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WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,674
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
XX Shares reported above do not include 25,630 shares held by
Mr. Freeman's wife. Mr. Freeman disclaims beneficial ownership of these
shares.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.55%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1.(a) Name of Issuer
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PREMIER BANCSHARES, INC.
(b) Address of Issuer's Principal Executive Offices
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950 E. PACES FERRY RD., 2180 ATLANTA PLAZA
ATLANTA, GA 30326
ITEM 2.(a) Name of Person Filing
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JAMES E. FREEMAN
(b) Address of Principal Business Office or, if none, Residence
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5860 RIVERVIEW RD., MABLETON, GA 30059
(c) Citizenship
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UNITED STATES OF AMERICA
(d) Title of Class of Securities
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Common Stock
(e) CUSIP No.
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739909109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A: N/A
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see (S)240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
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If the percent of the class owned, as of December 31 of the year covered by
statement, or as of the last day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following information as of that
date and identify those shares which there is right to acquire.
(a) Amount Beneficially Owned
(b) Percent of Class
Page 3 of 4 pages
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(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition of
(iv) shared power to dispose of or direct the
disposition of
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A
If any other persons is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A
If a group has field this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c), attach and exhibit
stating the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A
Notice of a dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will filed, if
required, by members of the group, in their individual capacity. See
Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
2-3-98
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Date
/s/ James E. Freeman
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Signature
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Name/Title
Page 4 of 4 pages
