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 2, 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 1, 1998, Premier Bancshares, Inc. ("Premier")
consummated the acquisition of Button Gwinnett Financial
Corporation ("Button Gwinnett"), a Georgia corporation.
Pursuant to the Agreement and Plan of Reorganization by and
between Premier and Button Gwinnett dated as of February 5, 1998,
as amended on April 29, 1998, Button Gwinnett was merged with and
into Premier. Each outstanding share of Button Gwinnett common
stock was converted into 3.885 shares of Premier common stock.
In addition, options to purchase Premier common stock were
issued in exchange for all outstanding options to purchase Button
Gwinnett common stock. In connection therewith, approximately
5,571,778 shares of Premier common stock were issued to the
shareholders of Button Gwinnett. The transaction is valued at
approximately $156 million based on the shares issued in the
acquisition to Button Gwinnett 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 three subsidiaries: Premier Bank; Premier
Lending Corporation; and The Central and Southern Bank of
Georgia.
Button Gwinnett is a bank holding company headquartered in
Lawrenceville, 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 Button Gwinnett relative to the
Button Gwinnett 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 15, 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 Button Gwinnett
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 15, 1998 (60 days after this Report
is required to be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of
February 5, 1998, by and between Premier and Button Gwinnett
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-50535 (included as Appendix A)).
2.2 First Amendment to Agreement and Plan of Reorganization
dated as of April 29, 1998, by and between Premier and Button
Gwinnett (incorporated by reference from Premier's Form S-4
Registration Statement File No. 333-50535 (included as Appendix
A)).
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 2, 1998 /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard,
Chairman and Chief Executive Officer
Wednesday July 1, 4:20 pm Eastern Time
Company Press Release
SOURCE: Premier Bancshares, Inc.
Premier Bancshares Completes Acquisition of Button Gwinnett Financial
Corporation
ATLANTA, July 1 /PRNewswire/ -- Premier Bancshares, Inc. (Amex:PMB - news)
completed the acquisition of Button Gwinnett Financial Corporation (``Button
Gwinnett''). Each share of Button Gwinnett common stock issued and outstanding
was converted into and exchanged for the right to receive 3.885 shares of
Premier Bancshares common stock. Holders of Button Gwinnett stock options
received options to purchase Premier common stock in exchange for their Button
Gwinnett stock options.
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 $1.2 billion and subsidiaries having 38 offices located throughout
the Southeast.
Darrell D. Pittard, Chairman and Chief Executive Officer of Premier
Bancshares, Inc. said, ``We are excited about the business opportunity that
Button Gwinnett brings Premier since for the past several years it has ranked
among the highest performing community banks in the United States. Our newly
acquired subsidiary, The Bank of Gwinnett, will merge into our Atlanta-based
Premier Bank during the fourth quarter of 1998 and complement our existing
mortgage and banking offices in Gwinnett county.''
Glenn S. White, who will become President of Premier Bank, said, ``This merger
will allow Premier to consolidate overlapping branches and obtain additional
operating cost savings. Premier will have the largest community bank in
Gwinnett county, and be Metro Atlanta's largest community bank holding
company.''
SOURCE: Premier Bancshares, Inc.
More Quotes and News:Premier Bancshares Inc (AMEX:PMB - news)
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