<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREMIER BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1793778
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
DARRELL D. PITTARD
PREMIER BANCSHARES, INC.
2180 ATLANTA PLAZA
950 E. PACES FERRY ROAD
2180 ATLANTA PLAZA ATLANTA, GEORGIA 30326
950 E. PACES FERRY ROAD (404) 814-3090
ATLANTA, GEORGIA 30326 (NAME, ADDRESS, INCLUDING ZIP CODE AND
(404) 814-3090 TELEPHONE
(ADDRESS(ES), INCLUDING ZIP CODE(S), NUMBER, INCLUDING AREA CODE, OF AGENT
AND TELEPHONE NUMBER(S), FOR SERVICE)
INCLUDING AREA CODE(S), OF
REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
COPIES TO:
STEVEN S. DUNLEVIE
ELIZABETH O. DERRICK
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
1275 PEACHTREE STREET, N.E., SUITE 700
ATLANTA, GEORGIA 30309-3574
(404) 872-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED (1) PER UNIT (2) (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value.................. 171,897 $24.75 $4,254,450 $1,256
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</TABLE>
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(1) This Registration Statement is being used in connection with the offering,
from time to time, by stockholders (the "Selling Stockholders") of Premier
Bancshares, Inc. (the "Company"), of shares of the common stock of the
Company (the "Common Stock") which were acquired by the Selling
Shareholders in connection with the merger of Traditional Mortgage
Corporation with and into the Company's subsidiary, Premier Lending
Corporation. The Company will not receive any of the proceeds from the
sale of the Common Stock.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
and constitutes the average of the high and low prices of the Common Stock
as reported by the American Stock Exchange on April 9, 1998.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED APRIL , 1998.
PROSPECTUS
171,897 SHARES
PREMIER BANCSHARES, INC.
COMMON STOCK
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This Prospectus relates to the offer and sale (the "Offering"), from time to
time, by certain stockholders (the "Selling Stockholders") of Premier
Bancshares, Inc. (the "Company"), of 171,897 shares (the "Shares") of the
common stock of the Company (the "Common Stock") that were acquired by the
Selling Shareholders in connection with the merger of Traditional Mortgage
Corporation ("Traditional") with and into the Company's subsidiary, Premier
Lending Corporation. This Prospectus also relates to the offer and sale by the
Selling Stockholders of any and all additional shares of Common Stock issuable
with respect to the Shares as a result of any stock split, stock dividend or
similar transaction. As used in this Prospectus, the term "Company" refers to
that entity and, where the context requires, to its subsidiaries.
Pursuant to the Prospectus, the Shares may be sold by the Selling
Stockholders, from time to time while the Registration Statement to which this
Prospectus relates is effective, on the American Stock Exchange or otherwise
at prices and terms prevailing at the time of sale, at prices and terms
related to such prevailing prices and terms, in negotiated transactions or at
fixed prices. Although none of the Selling Stockholders has advised the
Company of the manner in which it currently intends to sell the Shares
pursuant to this Registration Statement, the Selling Stockholders may choose
to sell all or a portion of such Shares from time to time in any manner
described herein. See "Plan of Distribution." The Company will not receive any
proceeds from the sale of the Shares by the Selling Stockholders.
The Company's Common Stock is listed under the symbol "PMB" on the American
Stock Exchange. On April 9, 1998, the last sales price for the Common Stock as
reported by the American Stock Exchange was $25.25.
The Company will bear all expenses (other than underwriting discounts and
selling commissions, state and local transfer taxes, and fees and expenses of
counsel or other advisers to the Selling Stockholders) in connection with the
registration of the Shares, which are estimated to be approximately $20,000.
All dealers effecting transactions in the securities offered hereby may be
required to deliver a copy of this Prospectus. The names of any agent or
dealer and applicable commissions or discounts and other information with
respect to a particular offer may be required to be set forth in an
accompanying Prospectus Supplement.
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SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is April , 1998.
<PAGE>
Neither delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Commission. The
Company's reports, proxy statements and other information can be inspected and
copied at the following public reference facilities maintained by the
Commission: 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and the Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, upon
payment of prescribed rates. The Commission maintains an Internet web site
that contains reports, proxy and information statements and other information
regarding issuers who file electronically with the Commission. The address of
that site is http://www.sec.gov. In addition, reports, proxy statements and
other information concerning the Company may be inspected at the offices of
the American Stock Exchange, Inc. at 86 Trinity Place, New York, New York
10006-1881.
The Company has filed with the Commission a registration statement on Form
S-3 and amendments thereto (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Shares
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the Registration Statement
and reference is made to such Registration Statement and the exhibits and
schedules thereto for further information with respect to the Company and the
securities offered hereby. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to herein are
not necessarily complete. In each instance, for a more complete description of
the matter involved, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement, and the
Registration Statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS
The documents listed below are incorporated by reference in this
Registration Statement, and all documents concurrently and subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part from the date of filing of such
document.
(a) the Company's Annual Report on Form 10-K, for the year ended December
31, 1997;
(b) the Company's Current Report on Form 8-K dated February 20, 1998 and
Form 8-K/A dated March 5, 1998.
For purposes of this Registration Statement, any statement contained in a
document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference
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<PAGE>
(other than exhibits to such documents which are not specifically incorporated
by reference in such documents). Written requests for such copies should be
directed to Michael E. Ricketson, Executive Vice President and Chief Financial
Officer, Premier Bancshares, Inc., 2180 Atlanta Plaza, 950 E. Paces Ferry
Road, Atlanta, Georgia 30326. Telephone requests may be directed to (404) 814-
3090.
THE COMPANY
The Company, a Georgia corporation, is a bank and thrift holding company
headquartered in Atlanta, Georgia. Premier has three banking subsidiaries:
Premier Bank ("Premier Bank"), The Central and Southern Bank of Georgia
("Central and Southern Bank"), and The Central and Southern Bank of North
Georgia F.S.B. ("Central and Southern Bank of North Georgia") (collectively,
the "Banking Subsidiaries"). Through the Banking Subsidiaries, the Company
operates banking offices located in the Atlanta metropolitan area and in
northern and central Georgia. In these markets, the Banking Subsidiaries
provide a broad array of community banking services, including loans and
deposits to small and medium-sized businesses, residential, construction and
development loans, commercial real estate loans, consumer loans and a variety
of commercial and consumer deposit accounts.
In addition, through its wholly-owned mortgage banking subsidiary, Premier
Lending Corporation ("Premier Lending"), the Company operates eight mortgage
loan production offices in the Atlanta metropolitan area and one in each of
Jacksonville, Florida, Charleston, South Carolina, and Mobile, Alabama.
Premier Lending is a retail originator of residential mortgage loans which are
sold to correspondent mortgage investors and is an approved FNMA and FHLMC
seller-servicer of mortgage loans, and is also an approved Department of HUD
and VA mortgage originator.
The principal executive offices of the Company are located at 2180 Atlanta
Plaza, 950 E. Paces Ferry Road, Atlanta, Georgia 30326, and its telephone
number at such address is (404) 814-3090.
RECENT DEVELOPMENTS
Reorganization. The Company is in the process of reorganizing certain of its
Banking Subsidiaries, the result of which will be the current main office of
Central and Southern Bank of North Georgia located in Greensboro, Georgia
becoming a branch of Central and Southern Bank. Central and Southern Bank and
Central and Southern Bank of North Georgia have entered into a Purchase and
Assumption Agreement dated August 11, 1997, whereby Central and Southern Bank
will purchase and assume all of the assets and liabilities, respectively, of
the Greensboro branch of Central and Southern Bank of North Georgia.
Immediately following consummation of the purchase and assumption transaction,
Central and Southern Bank of North Georgia will merge with and into Premier
Bank pursuant to an Agreement and Plan of Merger by and between the Company,
Premier Bank and Central and Southern Bank of North Georgia dated August 11,
1997. Premier Bank will be the resulting institution following the merger.
Immediately following consummation of the merger, Central and Southern Bank of
North Georgia's federal stock association charter shall be deemed to be
canceled and will be surrendered to the OTS. Management anticipates that the
above-referenced reorganization will be consummated during the second quarter
of 1998.
Lanier Merger. On December 16, 1997, the Company entered into an Agreement
and Plan of Reorganization with Lanier Bank & Trust Company ("Lanier"), a
Georgia commercial bank located in Cummings, Georgia. In connection with this
agreement, each issued and outstanding shares of Lanier common stock will be
exchanged for the right to receive 1.980 shares of the Company Common Stock
and Lanier Bank & Trust Company will be merged with and into Premier Bank (the
"Lanier Merger"). On February 4, 1998, the Company filed a Form S-4
Registration Statement registering the 1,702,748 shares of the Company Common
Stock to be issued to Lanier shareholders in connection with the Lanier
Merger. The Lanier Merger has been approved by the Lanier shareholders but
closing is subject to other customary conditions and approval by applicable
regulatory authorities. The Lanier Merger is expected to close in May of 1998.
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<PAGE>
Acquisition of The Bank Holding Company. On December 3, 1997, the Company
entered into an Agreement and Plan of Reorganization with The Bank Holding
Company ("BHC"), a Georgia bank holding company located in Griffin, Georgia.
In connection with the agreement, as amended, each issued and outstanding
share of BHC common stock will be exchanged for the right to receive 3.90
shares of the Company's Common Stock, and each outstanding share of BHC
preferred stock will be exchanged for the right to receive one share of the
Company's preferred stock. Following consummation of this transaction, the two
banking subsidiaries of BHC, First Community Bank of Henry County and The Bank
of Spalding County, will become subsidiaries of the Company. However, as soon
as practicable following the merger with BHC (which is expected to close in
May, 1998), the Company intends to merge First Community Bank of Henry County
and The Bank of Spalding County with and into Premier Bank. The consummation
of the merger with BHC is subject to approval by the BHC shareholders,
approval by the Company's shareholders of an increase in the Company's
authorized shares of common stock, regulatory approval and other customary
closing conditions.
Acquisition of Button Gwinnett Financial Corporation. On February 5, 1998,
the Company entered into an Agreement and Plan of Reorganization with Button
Gwinnett Financial Corporation ("Button Gwinnett"), a Georgia bank holding
company located in Lawrenceville, Georgia. In connection with the agreement,
each issued and outstanding share of Button Gwinnett common stock will be
exchanged for the right to receive approximately 3.885 shares of the Company's
Common Stock. Following consummation of this merger (which is expected to
occur in May, 1998), the sole subsidiary of Button Gwinnett, The Bank of
Gwinnett County, will become a subsidiary of the Company. As soon as
practicable following the merger with Button Gwinnett, the Company intends to
merge The Bank of Gwinnett County with and into Premier Bank.
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<PAGE>
RISK FACTORS
Investors should be aware that ownership of the Common Stock of the Company
involves certain risks, including those described below, which could adversely
affect the value of their holdings of Common Stock. The Company does not make,
nor has it authorized any other person to make, any representation about the
future market value of the Company's Common Stock. Portions of this Prospectus
and the documents incorporated or deemed to be incorporated herein by
reference contain certain "forward looking" statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed below,
other factors discussed in the Prospectus or the documents incorporated or
deemed to be incorporated herein by reference herein as well as factors
discussed in other filings made with the Securities and Exchange Commission.
Although the Company believes that the assumptions underlying the forward
looking statements are reasonable, any of the assumptions could prove
inaccurate, and therefore, there can be no assurance that the forward looking
statements will prove to be accurate. In addition to the other information
contained in this Prospectus or the documents incorporated or deemed to be
incorporated herein by reference herein, the following factors should be
considered carefully in evaluating an investment in the Shares offered hereby.
RELIANCE ON RESIDENTIAL MORTGAGE ORIGINATIONS TO PRODUCE FEE INCOME
The market for residential mortgages is highly volatile and an increase in
interest rates could have a material adverse effect on both non-interest
income and interest income and in the growth of the Company's residential
mortgage portfolio. In addition, a substantial portion of the Company's other
income has been derived from gains on the sale of mortgage loans and mortgage
production fees consisting of proceeds from the sale of mortgage servicing
rights, loan origination fees and discount points. Due to the cyclical nature
of residential mortgage originations, there can be no assurance that the
Company will be able to sustain recent levels of gains on the sale of mortgage
loans and mortgage production fees.
STATUS OF THE COMPANY AS A BANK HOLDING COMPANY
The Company is a legal entity separate and distinct from its subsidiaries,
although the principal source of the Company's cash revenues is dividends from
its subsidiaries. The right of the Company to participate in the assets of any
subsidiary upon the latter's liquidation, reorganization or otherwise will be
subject to the claims of the subsidiaries' creditors, which will take priority
except to the extent that the Company may itself be a creditor with a
recognized claim.
Regulations limit the amount of dividends that may be paid by the Banking
Subsidiaries without prior regulatory approval. As of December 31, 1997, the
Company's Banking Subsidiaries and Premier Lending could declare additional
dividends to the Company, without regulatory approval, of approximately $5.7
million.
The Company's subsidiaries are also subject to restrictions under federal
law which limit the transfer of funds by any of the Banking Subsidiaries to
the Company and Premier Lending, whether in the form of loans, extensions of
credit, investments, asset purchases or otherwise. Such transfers by any of
the Banking Subsidiaries to the Company or any affiliate of such Banking
Subsidiary is limited to 10% of such Banking Subsidiary's capital and surplus
and, with respect to the Company and all such non-banking subsidiaries, to an
aggregate of 20% of such Banking Subsidiary's capital and surplus.
Furthermore, such loans and extensions of credit are required to be secured in
specific amounts.
GROWTH
The Company has grown and may seek to continue to grow by acquiring other
financial institutions and branches. However, the market for acquisitions is
highly competitive. Moreover, any acquisitions will be subject to regulatory
approval and there can be no assurance that the Company will obtain such
approvals. The Company
5
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may not be as successful in the future as it has been in the past in
identifying acquisition candidates, integrating acquired institutions or
preventing deposit erosion at acquired institutions or branches. Furthermore,
the Company's ability to grow through acquisitions will depend on its
maintaining sufficient regulatory capital levels and on economic conditions.
There is no assurance that the Company will not encounter unforeseen
expenses, as well as difficulties and complications in integrating expanded
operations and new employees without disruption to overall operations. In
addition, such rapid growth may adversely affect the Company's operating
results because of many factors, including start-up costs, diversion of
management time and resources, asset quality and required operating
adjustments. There can be no assurance that the Company will successfully
integrate or achieve the anticipated benefits of its growth or expanded
operations, and there is no assurance that rapid growth in its loan portfolio
will not result in an increase in the Company's loan loss experience.
COMPETITION
The Company's subsidiaries face substantial competition for loans, deposit,
and credit as well as other sources of funding in the communities they serve.
Competing providers include other national and state banks, thrifts and trust
companies, insurance companies, mortgage banking operations, credit unions,
finance companies, money market funds and other financial and non-financial
companies which may offer products functionally equivalent to those offered by
the Company's subsidiaries. Many competing providers have greater financial
resources than the Company and offer services within and outside the market
areas served by the Company's subsidiaries.
DEVELOPMENTS IN TECHNOLOGY
The market for financial services, including banking services, is
increasingly affected by advances in technology, including developments in
telecommunications, data processing, computers, automation, Internet-based
banking, telebanking, debit cards and so-called "smart" cards. The ability of
the Company to compete successfully in its markets may depend on the extent to
which it is able to exploit such technological changes. However, there can be
no assurance that the development of these or any other new technologies, or
the Company's success or failure in anticipating or responding to such
developments, will materially affect the Company's business, financial
condition and operating results.
VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock could be subject to
significant fluctuations in response to the Company's operating results and
other factors, and there can be no assurance that the market price of the
Company's Common Stock will not decline below the current market price. In
addition, the stock market has from time to time experienced price and volume
volatility. These fluctuations may be unrelated to the operating performance
of particular companies whose shares are publicly traded and may adversely
affect the market price of the Company's Common Stock.
DEPENDENCE ON SENIOR MANAGEMENT
The success of the Company has been largely dependent on the skills,
experience and efforts of its senior management. The loss of the services of
Mr. Darrell D. Pittard, Chairman and Chief Executive Officer, or other members
of senior management of the Company could have a material adverse effect on
the Company's business and prospects. The Company believes that its future
success will also depend upon its ability to attract, retain and motivate
qualified personnel. There can be no assurance that the Company will be
successful in attracting and retaining such personnel.
COMPLETION OF MERGER TRANSACTIONS
The mergers planned by the Company with BHC, Lanier and Button Gwinnett may
not be completed or, if completed, may not generate the positive benefits that
are anticipated or may negatively impact the Company's operations, financial
condition or growth.
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CAPABILITY OF THE COMPANY'S DATA PROCESSING SOFTWARE TO ACCOMMODATE THE YEAR
2000
Like many financial institutions, the Company and its subsidiaries rely upon
computers for the daily conduct of their business and for data processing
generally. There is concern among industry experts that commencing on January
1, 2000, computers will be unable to "read" the new year and there may be
widespread computer malfunctions. Management of the Company has assessed the
electronic systems, programs, applications and other electronic components
used in the operations of the Company and believes that the Company's hardware
and software has been programmed to be able to accurately recognize the year
2000, and that significant additional costs will not be incurred in connection
with the year 2000 issue, although there can be no assurances in this regard.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered in this Offering.
SELLING STOCKHOLDERS
The following table sets forth certain information as of March 31, 1998, for
each Selling Stockholder. All of the shares of Common Stock owned by the
Selling Stockholders may be offered and sold pursuant to this Prospectus. A
total of 28,650 of the shares owned by J. Winston Brown (20,055 shares) and
Robert W. Slocum (8,595 shares) are being held in escrow pursuant to the
Merger Agreement between Traditional and Premier Lending Corporation and may
not be sold prior to November 1, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF
COMMON STOCK OWNED PERCENTAGE
PRIOR TO THE OF COMMON
SELLING STOCKHOLDERS OFFERING STOCK
- -------------------- ------------------ ----------
<S> <C> <C>
J. Winston Brown(1)............................... 97,515 *
Robert W. Slocum.................................. 37,485 *
J. W. (Winn) Brown, Jr............................ 14,997 *
Erin R. Brown..................................... 14,997 *
Kenneth W. Cramton, Jr............................ 1,950 *
Lisa Slocum....................................... 1,872 *
Dwight Hurst...................................... 1,618 *
Connie Franklin................................... 936 *
Suzanne Phillips.................................. 526 *
</TABLE>
- --------
* These individual's percentage ownership of Common Stock is less than one
percent (1%) of the outstanding shares of the Company's Common Stock.
(1) Mr. Brown is on the Board of Directors of Premier Lending Corporation.
PLAN OF DISTRIBUTION
Pursuant to the Prospectus, the Shares may be sold by the Selling
Stockholders, from time to time while the Registration Statement to which this
Prospectus relates is effective, on the American Stock Exchange or otherwise
at prices and terms prevailing at the time of sale, at prices and terms
related to such prevailing prices and terms, in negotiated transactions or at
fixed prices. Although none of the Selling Stockholders has advised the
Company of the manner in which it currently intends to sell the Shares
pursuant to this Registration Statement, the Selling Stockholders may choose
to sell all or a portion of such Shares from time to time in any manner
described herein. Such sale may be made on the American Stock Exchange or in
negotiated transactions, at prices and on terms then prevailing or at prices
related to the then current market price or at negotiated prices. The methods
by which the Shares may be sold may include, but not be limited to, the
following: (a) block trades in which the broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account; (c) ordinary
brokerage transactions and transactions in which the broker solicits
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purchasers; (d) privately negotiated transactions; (e) short sales; (f) short
sales against the box; (g) puts and calls; and (h) a combination of any such
methods. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may receive commissions or discounts from the Selling
Shareholders or from the purchasers in amounts to be negotiated immediately
prior to the sale. From time to time, Selling Shareholders may pledge their
shares pursuant to the margin provisions of their respective customer
agreements with their respective brokers. Upon a default by a Selling
Shareholder, the broker may offer and sell the pledged shares of Common Stock
from time to time. The Shares also may be sold by other pledgees, donees,
transferees or other successors in interest of a Selling Stockholder.
Any Shares which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under that Rule rather than pursuant to this Prospectus. There
can be no assurance that the Selling Stockholder will sell any or all of the
Shares offered hereby.
The Company is bearing all of the costs relating to the registration of the
Common Stock. Any commissions, discounts or other fees payable to a broker,
dealer, underwriter, agent or market maker in connection with the sale of any
of the Shares will be borne by the Selling Shareholder. The Company will not
receive any of the proceeds from this Offering.
The Selling Shareholder and any brokers participating in such sales may be
deemed to be underwriters within the meaning of Section 2(11) of the
Securities Act. Any commissions paid or any discounts or concessions allowed
to any broker, dealer, underwriter, agent or market maker and, if any such
broker, dealer, underwriter, agent or market maker purchases any of the Common
Stock as principal, any profits received on the resale of such Common Stock,
may be deemed to be underwriting commissions or discounts under the Securities
Act.
Because the Selling Shareholder may be deemed to be underwriters, the
Selling Shareholder will be subject to a prospectus delivery requirements
under the Securities Act. Furthermore, in the event of a "distribution" of the
Common Stock, such Selling Shareholder, any selling broker or dealer and any
"affiliated purchasers" may be subject to Regulation M under the Exchange Act,
which prohibits, with certain exceptions, any such person from bidding for or
purchasing any security which is the subject of such distribution until his
participation in that distribution is completed. In addition, Regulation M
prohibits, with certain exceptions, any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of
Common Stock in connection with this offering.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Womble Carlyle Sandridge & Rice, PLLC, Atlanta,
Georgia, counsel for the Company.
EXPERTS
The consolidated financial statements of the Company and subsidiaries at
December 31, 1997, and for the year then ended, appearing in the Company and
subsidiaries' Annual Report (Form 10-K) for the year ended December 31, 1997,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of the Company and subsidiaries at
December 31, 1996, and for each of the two years in the period ended December
31, 1996, appearing in the Company and subsidiaries' Annual Report on Form 10-
K for the year ended December 31, 1997, have been audited by Mauldin &
Jenkins, LLC, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
8
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFOR-
MATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIV-
ERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents......................................... 2
The Company................................................................ 3
Risk Factors............................................................... 5
Use of Proceeds............................................................ 7
Selling Stockholders....................................................... 7
Plan of Distribution....................................................... 7
Legal Matters.............................................................. 8
Experts.................................................................... 8
</TABLE>
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
171,897 SHARES
PREMIER BANCSHARES, INC.
COMMON STOCK
---------------
PROSPECTUS
APRIL , 1998
---------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with this offering are as set forth in
the following table:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............. $ 1,256
American Stock Exchange Listing Fee............................. $ 8,750
Accounting Fees and Expenses.................................... $ 3,500*
Legal Fees and Expenses......................................... $ 3,000*
Printing and Engraving Expenses................................. $ 2,000*
Transfer and Registrar Fees..................................... $ 500*
Miscellaneous................................................... $ 875
-------
Total....................................................... $20,000
=======
</TABLE>
- --------
* All amounts other than SEC and AMEX fees are estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The provisions of the Georgia Business Corporation Code (the "Georgia Code")
and the Registrant's Bylaws set forth the extent to which the Registrant's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Registrant's Bylaws, the
Registrant is required to indemnify its officers and directors against
reasonable expenses (including attorneys' fees) incurred by them in the
defense of any action, suit or proceeding to which they were made a party, or
in defense of any claim, issue or matter therein, by reason of the fact that
they are or were officers, directors, employees or agents of the Registrant,
to the extent that they have been successful, on the merits or otherwise, in
such defense. The Registrant's Bylaws also permit indemnification of its
directors and officer against any liability incurred in connection with any
threatened, pending or completed action, suit or proceeding by reason of the
fact that they are or were directors or officers of the Registrant or who,
while directors or officers of the Registrant, are or were serving at the
Registrant's request as directors, officers, partners, trustees, employees or
agents of another entity, if they acted in a manner they believed in good
faith to be in, or not opposed to, the best interests of the Registrant, or,
with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful, if a determination has been made that they have
met these standards of conduct. Such indemnification in connection with a
proceeding by or in the right of the Registrant, however, is limited to
reasonable expenses, including attorneys' fees, incurred in connection with
the proceeding. The Registrant must also provide advancement of expenses
incurred by any director or officer in defending any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances unless it is ultimately determined that he or
she is not entitled to indemnification by the Registrant.
The Registrant may not indemnify a director or officer in connection with a
proceeding by or in the right of the Registrant in which the director or
officer was adjudged liable to the Registrant for appropriation of a business
opportunity or payment of unlawful dividends, in connection with a proceeding
in which he or she was adjudged liable on the basis that he or she improperly
received a personal benefit or for intentional misconduct or a knowing
violation of law.
The indemnification provisions of the Georgia Code are essentially identical
to those set forth above, except that the Georgia Code permits, but does not
require, a corporation to advance expenses under the circumstances for such
payments described above.
The Registrant maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities, including liabilities
under the Securities Act.
The Registrant's Articles of Incorporation provide that no director of the
Company shall be personally liable to the Registrant or its shareholders for
monetary damages for a breach of the duty of care or of any other duty
II-1
<PAGE>
as a director, except in the case of: (i) wrongful appropriation of any
business opportunity of the Registrant; (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation or law; (iii)
liability for unlawful distributions; or (iv) any transaction from which the
director derived any improper personal benefit.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS
<TABLE>
<C> <S> <C>
4.1 Articles of Incorporation of the Company (Incorporated by
reference as Exhibit 3.1 to the Company's Form 10-K for
the fiscal year ended December 31, 1996).
4.2 Bylaws of the Company (Incorporated by reference as Ex-
hibit 3.2 to the Company's Form 10-QSB for the quarter
ended September 30, 1996).
4.3 Amendment to Bylaws (Incorporated by reference as Exhibit
3.3 to the Company's Form 10-K for the year ended December
31, 1997).
5.1 Opinion of Womble Carlyle Sandridge & Rice, PLLC as to the
validity of the issuance of the Common Stock.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Mauldin & Jenkins, LLC .
23.3 Consent of Womble Carlyle Sandridge & Rice, PLLC (to be
included in their opinion filed herewith as Exhibit 5.1).
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic report filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the
requirements for fling on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia, on April 13, 1998.
Premier Bancshares, Inc.
/s/ Darrell D. Pittard
By: _________________________________
Darrell D. Pittard, Chairman
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DARRELL D. PITTARD AND ROBERT C. OLIVER AND
EACH OF THEM (WITH FULL POWER TO EACH OF THEM TO ACT ALONE), HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND ANY SUBSEQUENT REGISTRATION
STATEMENTS PURSUANT TO RULE 462 UNDER THE SECURITIES ACT, AND TO FILE THE
SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-
FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT
THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGAINST, OR ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ N. Michael Anderson Director April 13, 1998
____________________________________
N. Michael Anderson
/s/ George S. Carpenter Director April 13, 1998
____________________________________
George S. Carpenter
/s/ James L. Coxwell, Sr. Director April 13, 1998
____________________________________
James L. Coxwell, Sr.
/s/ Donald N. Ellis Director April 13, 1998
____________________________________
Donald N. Ellis
/s/ William M. Evans, Jr. Director April 13, 1998
____________________________________
William M. Evans, Jr.
/s/ John H. Ferguson- Director April 13, 1998
____________________________________
John H. Ferguson
/s/ James H. Freeman Director April 13, 1998
____________________________________
James E. Freeman
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Flournoy, III Director April 13, 1998
____________________________________
Robert E. Flournoy, III
/s/ A. F. Gandy Director April 13, 1998
____________________________________
A. F. Gandy
/s/ Robin R. Howell Director April 13, 1998
____________________________________
Robin R. Howell
Billy H. Martin Director April 13, 1998
____________________________________
Billy H. Martin
/s/ Thomas J. Martin Director April 13, 1998
____________________________________
Thomas J. Martin
/s/ C. Steve McQuaig Director April 13, 1998
____________________________________
C. Steve McQuaig
/s/ Robert C. Oliver Director, President and April 13, 1998
____________________________________ Chief Operating Officer
Robert C. Oliver
/s/ Thomas E. Owen, Jr. Director April 13, 1998
____________________________________
Thomas E. Owen, Jr.
/s/ Darrell D.Pittard Chairman and Chief Executive April 13, 1998
____________________________________ Officer (principal
Darrell D. Pittard executive officer)
/s/ Michael E. Ricketson Chief Financial Officer and April 13, 1998
____________________________________ Executive Vice President
Michael E. Ricketson (principal financial and
accounting officer)
</TABLE>
II-5
<PAGE>
[WOMBLE CARLYLE SANDRIDGE & RICE, PLLC LETTERHEAD]
EXHIBIT 5.1
April 13, 1998
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Premier Bancshares, Inc. Registration Statement on Form S-3
Gentlemen:
As counsel to Premier Bancshares, Inc., a Georgia corporation (the
"Company"), we have been requested to render our opinion in connection with the
sale of 171,897 shares (the "Shares") of the Company's common stock, $1.00 par
value ("Common Stock") by certain stockholders of the Company pursuant to a
registration statement on Form S-3 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act").
In connection with the foregoing, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, and such other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to executed documents of all executed
material to such opinions which we did not independently establish or verify, we
have relied upon statements or representations of officers and other
representatives of the Company, public officials or others.
On the basis of the foregoing and such other investigations as we have
deemed necessary in connection with this opinion, we are of the opinion that (i)
the Shares have been duly authorized by the Board of Directors of the Company
and (ii) assuming that the Registration Statement becomes and remains effective
and that applicable state securities laws are complied with, the Shares will,
when issued and sold in the manner contemplated in the Registration Statement,
be legally issued, fully paid and nonassessable shares of Common Stock.
<PAGE>
Premier Bancshares, Inc.
April 13, 1998
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
Womble Carlyle Sandridge & Rice, PLLC
EOD:nmo
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Premier
Bancshares, Inc. and Subsidiaries for the registration of 171,897 shares of
its common stock and to the incorporation by reference therein of our report
dated February 5, 1998, with respect to the consolidated financial statements
of Premier Bancshares, Inc. and Subsidiaries included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
April 10, 1998
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the April 9, 1998
Registration Statement on Form S-3 of our report, dated January 31, 1997, except
for Note 2 as to which the date is June 23, 1997 and December 12, 1997, relating
to the consolidated financial statements of Premier Bancshares, Inc. and
subsidiaries, contained in the annual report on Form 10-K for the year ended
December 31, 1997.
/s/ Mauldin & Jenkins, LLC
----------------------------
Atlanta, Georgia
April 9, 1998
