<PAGE>
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 (Date of earliest event reported): November 5, 1999
PREMIER BANCSHARES, INC.
------------------------
(Exact Name of Registrant as Specified in Charter)
Georgia 1-12625 58-1793778
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
2180 Atlanta Plaza, 950 East Paces Ferry Road, Atlanta, Georgia, 30326
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(Addresses of Principal Executive Offices, including Zip Code)
(404) 814-3090
---------------------------------------------
(Registrant's Telephone Number, including Area Code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
- ------ -------------------------------------
On August 31, 1999 Premier Bancshares, Inc. ("Premier") completed the
acquisition of North Fulton Bancshares, Inc. ("North Fulton"), the Georgia bank
holding company for Milton National Bank, in a stock transaction valued at
approximately $38.5 million. North Fulton had assets of approximately $192
million. The exchange ratio was 0.8749 shares of Premier common stock for each
share of North Fulton common stock. The transaction was accounted for as a
pooling of interests.
On October 27, 1999 Premier completed the acquisition of Bank Atlanta, a
Georgia chartered commercial bank located in Decatur, Georgia, in a stock
transaction valued at approximately $18.1 million. Bank Atlanta had assets of
approximately $85 million. The exchange ratio was 1.4375 shares of Premier
common stock for each share of Bank Atlanta common stock. The transaction was
accounted for as a pooling of interests.
On November 5, 1999 Premier completed the acquisition of Farmers &
Merchants Bank, a Georgia chartered commercial bank located in Summerville,
Georgia, in a stock transaction valued at approximately $56 million. Farmers
& Merchants Bank had assets of approximately $176 million. The exchange ratio
was 4.028 shares of Premier common stock for each share of Farmers & Merchants
Bank common stock. The transaction was accounted for as a purchase.
This Form 8-K supplies pro forma financial information which reflects
the effect of these recently completed acquisitions. The pro forma financial
information gives effect to the acquisitions as if they had occurred as of the
dates and periods described. The pro forma financial information is intended
for informational purposes only and is not necessarily indicative of the future
financial position or future results of operations of the consolidated company
after the acquisitions, or results of operations of the consolidated company
that would have occurred if the acquisitions had been effected as of the dates
and for the periods described.
-2-
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
- ------ -------------------------------------------------------------------
(a) Financial Statements of Businesses Acquired.
The financial statements of North Fulton as of March 31, 1999 and
December 31, 1998 and 1997 and for the three months ended March 31, 1999 and
1998 and for the years ended December 31, 1998, 1997 and 1996 are incorporated
by reference to Premier's Registration Statement on Form S-4 (File No. 333-
82661).
The financial statements of Bank Atlanta as of March 31, 1999 and
December 31, 1998 and 1997 and for the three months ended March 31, 1999 and
1998 and for the years ended December 31, 1998, 1997 and 1996 are incorporated
by reference to Premier's Registration Statement on Form S-4 (File No. 333-
83191).
The financial statements of Farmers & Merchants Bank as of June 30,
1999 and 1998 and December 31, 1998 and 1997 and for the six months ended June
30, 1999 and 1998 and for the years ended December 31, 1998, 1997 and 1996 are
incorporated by reference to Premier's Registration Statement on Form S-4 (File
No. 333-88035).
(b) Pro Forma Information.
The pro forma condensed combined financial statements of Premier
Bancshares, Inc. attached hereto as Exhibit 99.1 give effect to the
acquisitions.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
99.1 Pro Forma Condensed Combined Financial
Statements
-3-
<PAGE>
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.
(Registrant)
/s/ Michael E. Ricketson
-----------------------------------
Michael E. Ricketson
Executive Vice President and
Chief Financial Officer
Date: November 9, 1999
-4-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
- -------
99.1 Pro forma Condensed Combined Financial Statements
<PAGE>
Exhibit 99.1
Pro Forma Condensed Combined Financial Statements
The Pro Forma Condensed Combined Financial Statements presented herein are
unaudited. These Pro Forma Condensed Combined Financial Statements present the
accounts of Premier Bancshares, Inc. ("Premier") which have been restated for
all periods presented for the merger with North Fulton Bancshares, Inc. ("North
Fulton") on August 31, 1999 which was accounted for as a pooling of interests.
The Pro Forma Condensed Combined Financial Statements present the recently
completed mergers with Bank Atlanta and Farmers & Merchants Bank. The Bank
Atlanta merger was accounted for as a pooling of interests and the Farmers &
Merchants Bank merger was accounted for as a purchase. The Pro Forma Condensed
Combined Financial Statements present the Bank of Atlanta merger as if it had
occurred at the beginning of the earliest period presented and the Farmers &
Merchants merger as if had occurred on January 1, 1998. The pro forma
adjustments are based on estimates, available information and certain
assumptions and may be revised as additional information becomes available.
The Pro Forma Condensed Combined Financial Statements presented herein are not
necessarily indicative of the results of operations or the combined financial
position that would have resulted had the mergers been consummated at the
beginning of the earliest period presented, nor are they necessarily indicative
of the results of operations in future periods or the future financial position
of the combined entities. The Pro Forma Condensed Combined Financial Statements
should be read in conjunction with the historical consolidated financial
statements of Premier Bancshares, Inc. included in its Annual Report on Form 10-
K for the year ended December 31, 1998.
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF CONDITION
September 30, 1999
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier Bank Farmers Pro Forma Pro Forma
Bancshares, Inc. Atlanta & Merchants Adjustments Combined
--------------- ------------ ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Cash and due from banks $ 52,311 $ 1,556 $ 7,319 - $ 61,186
Interest-bearing deposits in banks 41,030 16 - - 41,046
Federal funds sold - 6,350 7,639 - 13,989
Securities held-to-maturity - 3,753 6,223 - 9,976
Securities available-for-sale 198,742 11,542 77,009 - 287,293
Loans held for resale 70,161 - - - 70,161
-
Loans 1,284,945 60,656 76,119 - 1,421,720
Less allowance for credit losses 16,957 1,059 1,112 - 19,128
--------------- ------------ ----------- --------------- ------------
Loans, net 1,267,988 59,597 75,007 - 1,402,592
Premises and equipment 32,718 1,171 758 - 34,647
Goodwill and other intangibles 4,387 - - 20,850 (b) 25,237
Other assets 25,981 1,073 1,871 - 28,925
--------------- ------------ ----------- --------------- ------------
Total assets $ 1,693,318 $ 85,058 $ 175,826 $ 20,850 $ 1,975,052
=============== ============ =========== =============== ============
Liabilities and Stockholders' Equity
Deposits $ 1,309,691 $ 75,554 $ 150,357 $ - $ 1,535,602
Federal funds purchased and securities sold under
repurchase agreements 28,227 - - - 28,227
Federal Home Loan Bank advances 92,000 - - - 92,000
Trust preferred securities 28,750 - - - 28,750
Other borrowings 70,673 - 1,929 - 72,602
Other liabilities 11,203 1,350 1,563 - 14,116
--------------- ------------ ----------- --------------- ------------
Total liabilities 1,540,544 76,904 153,849 - 1,771,297
Preferred stock 2,446 - - - 2,446
Common stock 28,274 711 3,600 311 (a) 32,196
(700) (b)
Capital surplus 62,630 5,005 7,600 (311) (a) 107,926
33,002 (b)
Retained earnings 63,193 2,635 11,452 (11,452) (b) 65,828
Unrealized gains on securities available-for-sale,
net of tax (2,547) (197) (675) - (3,419)
Treasury stock (1,222) - - - (1,222)
--------------- ------------ ----------- --------------- ------------
Total stockholders' equity 152,774 8,154 21,977 20,850 203,755
Total liabilities and stockholders' equity $ 1,693,318 $ 85,058 $ 175,826 $ 20,850 $ 1,975,052
=============== ============ =========== =============== ============
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Nine Months Ended September 30, 1999
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier Bank Farmers & Pro Forma Pro Forma
Bancshares, Inc. Atlanta Merchants Adjustments Combined
---------------- ------------ ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Interest income $ 101,289 $ 5,189 $ 9,181 - $ 115,659
Interest expense 47,615 2,547 4,107 - 54,269
---------------- ------------ ----------- ---------------- -------------
Net interest income 53,674 2,642 5,074 - 61,390
Provision for credit losses 1,854 70 - 1,924
---------------- ------------ ----------- ---------------- -------------
Net interest income after provision for
credit losses 51,820 2,572 5,074 - 59,466
Other income 27,012 257 614 - 27,883
Other expenses 56,579 1,482 2,914 1,043 (c) 62,018
---------------- ------------ ----------- ---------------- -------------
Income before income taxes 22,253 1,347 2,774 (1,043) 25,331
Income tax expense 8,687 329 773 - 9,789
---------------- ------------ ----------- ---------------- -------------
Net income $ 13,566 $ 1,018 $ 2,001 $ (1,043) $ 15,542
================ ============ =========== ================ =============
Net income per share of common stock $ 0.48 $ 1.44 $ 2.78 $ 0.49
================ ============ =========== =============
Net income per share of common stock-diluted $ 0.48 $ 1.40 $ 2.78 $ 0.48
================ ============ =========== =============
Average common shares outstanding 27,718,000 707,000 720,000 31,634,000
Diluted average common shares outstanding 28,222,000 728,000 720,000 32,169,000
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Nine Months Ended September 30, 1998
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier Bank Farmers & Pro Forma Pro Forma
Bancshares, Inc Atlanta Merchants Adjustments Combined
---------------- ------------ ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Interest income $ 95,380 $ 5,096 $ 9,144 - $ 109,620
Interest expense 45,218 2,369 4,404 - 51,991
---------------- ------------ ----------- ---------------- -------------
Net interest income 50,162 2,727 4,740 - 57,629
Provision for credit losses 691 220 - - 911
---------------- ------------ ----------- ---------------- -------------
Net interest income after provision for
credit losses 49,471 2,507 4,740 - 56,718
Other income 30,483 429 602 - 31,514
Other expenses 52,346 1,313 2,680 1,043 (c) 57,382
---------------- ------------ ----------- ---------------- -------------
Income before income taxes 27,608 1,623 2,662 (1,043) 30,850
Income tax expense 9,550 535 768 - 10,853
---------------- ------------ ----------- ---------------- -------------
Net income $ 18,058 $ 1,088 $ 1,894 $ (1,043) $ 19,997
================ ============ =========== ================ =============
Net income per share of common stock $ 0.65 $ 1.56 $ 2.63 $ 0.63
================ ============ =========== =============
Net income per share of common stock-diluted $ 0.65 $ 1.51 $ 2.63 $ 0.62
================ ============ =========== =============
Average common shares outstanding 27,719,000 698,000 720,000 31,623,000
Diluted average common shares outstanding 27,912,000 719,000 720,000 31,846,000
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Year Ended December 31, 1998
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier
Bancshares, Bank Farmers & Pro Forma Pro Forma
Inc. Atlanta Merchants Adjustments Combined
------------- ----------- ------------ ---------------- --------------
<S> <C> <C> <C> <C> <C>
Interest income $ 128,887 $ 6,883 $ 12,265 - $ 148,035
Interest expense 61,696 3,241 5,834 - 70,771
------------- ----------- ------------ ---------------- --------------
Net interest income 67,191 3,642 6,431 - 77,264
Provision for credit losses 1,011 295 - - 1,306
------------- ----------- ------------ ---------------- --------------
Net interest income after provision for
credit losses 66,180 3,347 6,431 - 75,958
Other income 41,400 463 784 - 42,647
Other expenses 72,346 1,711 3,615 1,390 (d) 79,062
------------- ----------- ------------ ---------------- --------------
Income before income taxes 35,234 2,099 3,600 (1,390) 39,543
Income tax expense 12,903 694 1,000 - 14,597
------------- ----------- ------------ ---------------- --------------
Net income $ 22,331 $ 1,405 $ 2,600 $ (1,390) $ 24,946
============= =========== ============ ================ ==============
Net income per share of common stock $ 0.81 $ 2.01 $ 3.61 $ 0.79
============= =========== ============ ==============
Net income per share of common stock-diluted $ 0.79 $ 1.96 $ 3.61 $ 0.77
============= =========== ============ ==============
Average common shares outstanding 27,648,000 698,000 720,000 31,322,000
Diluted average common shares outstanding 28,504,000 719,000 720,000 32,175,000
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Year Ended December 31, 1997
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier
Bancshares, Bank Pro Forma Pro Forma
Inc. Atlanta Adjustments Combined
------------- ----------- ---------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 111,403 $ 5,269 - $ 116,672
Interest expense 50,944 2,465 - 53,409
------------- ----------- ---------------- --------------
Net interest income 60,459 2,804 - 63,263
Provision for credit losses 2,416 350 - 2,766
------------- ----------- ---------------- --------------
Net interest income after provision for
credit losses 58,043 2,454 - 60,497
Other income 25,268 747 - 26,015
Other expenses 53,850 1,579 - 55,429
------------- ----------- ---------------- --------------
Income before income taxes 29,461 1,622 - 31,083
Income tax expense 10,049 405 10,454
------------- ----------- ---------------- --------------
Net income $ 19,412 $ 1,217 $ - $ 20,629
============= =========== ================ ==============
Net income per share of common stock $ 0.71 $ 1.75 $ 0.73
============= =========== ==============
Net income per share of common stock-diluted $ 0.69 $ 1.71 $ 0.71
============= =========== ==============
Average common shares outstanding 27,234,000 698,000 28,013,000
Diluted average common shares outstanding 28,150,000 713,000 28,921,000
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Year Ended December 31, 1996
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Premier
Bancshares, Bank Pro Forma Pro Forma
Inc. Atlanta Adjustments Combined
-------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
Interest income $ 92,732 $ 3,702 - $ 96,434
Interest expense 43,517 1,619 - 45,136
-------------- ------------ ---------------- -------------
Net interest income 49,215 2,083 - 51,298
Provision for credit losses 978 137 - 1,115
-------------- ------------ ---------------- -------------
Net interest income after provision for
credit losses 48,237 1,946 - 50,183
Other income 17,654 647 - 18,301
Other expenses 45,597 1,558 - 47,155
-------------- ------------ ---------------- -------------
Income before income taxes 20,294 1,035 - 21,329
Income tax expense 5,987 - - 5,987
-------------- ------------ ---------------- -------------
Net income $ 14,307 $ 1,035 $ - $ 15,342
============== ============ ================ =============
Net income per share of common stock $ 0.53 $ 1.48 $ 0.55
============== ============ =============
Net income per share of common stock-diluted $ 0.52 $ 1.48 $ 0.54
============== ============ =============
Average common shares outstanding 26,653,000 698,000 27,453,000
Diluted average common shares outstanding 27,517,000 699,000 28,292,000
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
<PAGE>
Premier Bancshares, Inc.
Notes to Pro Forma
Condensed Combined Financial Statements
1. Basis of Presentation
The Pro Forma Condensed Combined Financial Statements presented herein are
unaudited. The Pro Forma Condensed Combined Financial Statements present the
accounts of Premier Bancshares, Inc. which have been restated for all periods
presented for the merger with North Fulton Bancshares, Inc. which was accounted
for as a pooling of interests. The Pro Forma Condensed Combined Financial
Statements present the recently completed mergers with Bank Atlanta and Farmers
and Merchants Bank. The Bank Atlanta merger was accounted for as a pooling of
interests and the Farmers & Merchants Bank merger was accounted for as a
purchase. The Pro Forma Condensed Combined Financial Statements present the
Bank of Atlanta merger as if it had occurred at the beginning of the earliest
period presented and the Farmers & Merchants merger as if had occurred on
January 1, 1998. The pro forma adjustments are based on estimates, available
information and certain assumptions and may be revised as additional information
becomes available.
The Pro Forma Condensed Combined Financial Statements presented herein are not
necessarily indicative of the results of operations or the combined financial
position that would have resulted had the mergers been consummated at the
beginning of the earliest period presented, nor are they necessarily indicative
of the results of operations in future periods or the future financial position
of the combined entities. The Pro Forma Condensed Combined Financial Statements
should be read in conjunction with the historical consolidated financial
statements of Premier Bancshares, Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1998.
2. Pro Forma Adjustments
(a) Reflects the issuance of 1,022,000 shares of Premier Bancshares, Inc.
common stock for the merger with Bank Atlanta, net of 711,000 shares
reflected outstanding in the historical financial statements of Bank
Atlanta, recorded as a pooling of interests.
(b) Reflects the issuance of 2,900,000 shares of Premier Bancshares, Inc.
common stock for the merger with Farmers & Merchants Bank recorded as a
purchase. Historical retained earnings of Farmers & Merchants Bank has
been eliminated and capital surplus reflects the issuance of 2,900,000
shares at an assumed market price of $15.00 per share. Goodwill and other
intangibles in the amount of $28,750,000 reflects the excess purchase price
over the acquired assets and liabilities.
(c) Reflects amortization of goodwill resulting from the merger with Farmers
& Merchants Bank, assuming an amortization period of 15 years, for the
nine month periods.
(d) Reflects amortization of goodwill resulting from the merger with Farmers
& Merchants Bank, assuming an amortization period of 15 years, for a full
year.
