As Filed With the Securities and Exchange Commission on January 6, 1998
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Registration No. 333-36775
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PREMIER BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 6025 58-1793778
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(State of other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classi- Identification No.)
incorporation) fication Code No.)
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 Bankshares, Inc. (the "Registrant") hereby
deregisters 16 of the 2,066,850 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-
36775) 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 Registrant and
Citizens Gwinnett Bankshares, Inc. ("Citizens") dated as of
June 24, 1997, as amended on July 24, 1997, September 15,
1997 and September 19, 1997 (the "Merger Agreement").
Pursuant to the Merger Agreement, the outstanding shares of
Citizens were converted into 2,066,834 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 January 6, 1998.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
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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
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/s/ N. Michael Anderson* Director January 6, 1998
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N. Michael Anderson
/s/ George S. Carpenter* Director January 6, 1998
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George S. Carpenter
/s/ James L. Coxwell* Director January 6, 1998
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James L. Coxwell
/s/ Donald N. Ellis* Director January 6, 1998
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Donald N. Ellis
/s/ William M. Evans, Jr.* Director January 6, 1998
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William M. Evans, Jr.
/s/ John H. Ferguson* Director January 6, 1998
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John H. Ferguson
/s/ James E. Freeman* Director January 6, 1998
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James E. Freeman
/s/ Albert F. Gandy* Director January 6, 1998
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Albert F. Gandy
Signature Title Date
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/s/ Robin R. Howell* Director January 6, 1998
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Robin R. Howell
/s/ Billy H. Martin* Director January 6, 1998
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Billy H. Martin
/s/ C. Steve McQuaig* Director January 6, 1998
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C. Steve McQuaig
/s/ Robert C. Oliver* Director, President January 6, 1998
-------------------- and Chief Operating
Robert C. Oliver Officer
/s/ Thomas E. Owen, Jr.* Director January 6, 1998
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Thomas E. Owen, Jr.
/s/ Darrell D. Pittard Chairman and Chief January 6, 1998
---------------------- Executive Officer
Darrell D. Pittard (principal executive
officer)
/s/ Michael E. Ricketson* Chief Financial January 6, 1998
------------------------ Officer and Executive
Michael E. Ricketson Vice President
(principal financial
and accounting officer)
* By: Darrell D. Pittard, Attorney-in-Fact
