As Filed With the Securities and Exchange Commission on July 31, 1998
Registration No. 333-50535
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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 467,005 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
7,745,728 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 July __,
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
--------- ----- ----
/s/ N. Michael Anderson* Director July __, 1998
- -----------------------
N. Michael Anderson
/s/ George S. Carpenter, Jr.* Director July __ , 1998
- ----------------------------
George S. Carpenter, Jr.
/s/ James L. Coxwell, Sr.* Director July __, 1998
- -------------------------
James L. Coxwell, Sr.
/s/ Donald N. Ellis* Director July __, 1998
- -------------------
Donald N. Ellis
/s/ William M. Evans, Jr.* Director July __, 1998
- -------------------------
William M. Evans, Jr.
/s/ John H. Ferguson* Director July __ , 1998
- --------------------
John H. Ferguson
/s/ Robert E. Flournoy III* Director July __, 1998
- --------------------------
Robert E. Flournoy III
/s/ James E. Freeman* Director July __, 1998
- --------------------
James E. Freeman
/s/ A. F. Gandy* Director July __, 1998
- ---------------
A. F. Gandy
/s/ Robin R. Howell* Director July __, 1998
- -------------------
Robin R. Howell
/s/ Billy H. Martin* Director July __, 1998
- -------------------
Billy H. Martin
/s/ C. Steve McQuaig* Director July __, 1998
- --------------------
C. Steve McQuaig
/s/ Robert C. Oliver* Director, President and July __, 1998
- -------------------- Chief Operating Officer
Robert C. Oliver
/s/ Thomas E. Owen, Jr.* Director July __, 1998
- -----------------------
Thomas E. Owen, Jr.
/s/ Darrell D. Pittard Chairman and Chief July __, 1998
- ---------------------- Executive Officer
Darrell D. Pittard (principal executive officer)
/s/ Michael E. Ricketson* Chief Financial Officer July __, 1998
- ------------------------ and Executive Vice President
Michael E. Ricketson (principal financial and accounting officer)
