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: July 8, 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 July 2, 1998, Premier Bancshares, Inc. ("Premier")
consummated the acquisition of The Bank Holding Company ("BHC"),
a Georgia corporation.
Pursuant to the Agreement and Plan of Reorganization by and
between Premier and BHC dated as of December 3, 1997, as amended,
BHC was merged with and into Premier. Each outstanding share of
BHC common stock was converted into 3.90 shares of Premier common
stock. In addition, options to purchase Premier common stock
were issued in exchange for all outstanding options to purchase
BHC common stock. In connection therewith, approximately
2,170,447 shares of Premier common stock and 40,770 shares of
Premier preferred stock were issued to the shareholders of BHC.
The transaction is valued at approximately $63 million based on
the shares issued in the acquisition to BHC 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 four subsidiaries: Premier Bank; Premier
Lending Corporation; and The Central and Southern Bank of
Georgia, and The Bank of Gwinnett.
BHC is a bank holding company headquartered in Griffin,
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 BHC relative to the BHC
acquisition as required by Article 11 of Regulation S-X and this
Item 7 of Form 8-K. Premier will file financial statements under
cover of a Form 8-K/A as soon as practicable, but not later than
September 16, 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 BHC 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 September 16, 1998 (60 days after this Report is required to
be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of
December 3, 1997, by and between Premier and BHC (incorporated
by reference from Premier's Form S-4 Registration Statement File
No. 333-50535 (included as Appendix B)).
2.2 First Amendment to Agreement and Plan of Reorganization
dated as of December 18, 1997, by and between Premier and BHC
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-50535 (included as Appendix B)).
2.3 Second Amendment to Agreement and Plan of
Reorganization dated December 23, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.31 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).
2.4 Third Amendment to Agreement and Plan of Reorganization
dated December 31, 1997 by and between Premier and BHC
(Incorporated by reference from Exhibit 10.32 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).
2.5 Fourth Amendment to Agreement and Plan of
Reorganization dated January 15, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.33 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).
2.6 Fifth Amendment to Agreement and Plan of Reorganization
dated March 16, 1998 by and between Premier and BHC (Included as
Appendix B to the Joint Proxy Statement/Prospectus contained
herein).
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: July 8, 1998 /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard,
Chairman and Chief Executive Officer
Exhibit 99.1
For more information call (404) 814-3090
Darrell D. Pittard
Chairman and Chief Executive Officer
or
Michael E. Ricketson For Release 3:00 PM EST
Executive Vice President July 2, 1998
PREMIER BANCSHARES COMPLETES ACQUISITION OF
THE BANK HOLDING COMPANY
ATLANTA, GEORGIA, July 2, 1998 - Premier
Bancshares, Inc. (American Stock Exchange - PMB)
completed the acquisition of The Bank Holding
Company (BHC). Each share of BHC common stock
issued and outstanding was converted into and
exchanged for the right to receive 3.90 shares of
Premier Bancshares common stock. In addition,
each share of BHC preferred stock was exchanged
for one share of Premier Bancshares Preferred
Stock. Holders of BHC stock options received
options to purchase Premier common stock in
exchange for their BHC stock options.
On July 1, 1998, Premier Bancshares announced the
consummation of the merger with Button Gwinnett
Financial Corporation in Lawrenceville, Georgia,
with assets of $232 million.
Premier Bancshares is a multi-bank holding company
headquartered in Atlanta, Georgia, with total
assets as of the completion of this transaction of
in excess of $1.3 billion and subsidiaries having
41 offices located throughout the Southeast.
Darrell D. Pittard, Chairman and Chief Executive
Officer of Premier Bancshares, Inc. said, " With
the growth being experienced by Henry and Spalding
counties, we feel that this market will provide us
with not only a presence in south metro Atlanta,
but also with a foundation for additional growth.
With the addition of these three new branch
offices, we will now have strategically located
banking offices to compliment our existing Premier
Lending mortgage loan offices."
