<PAGE>
As filed with the Securities and Exchange Commission on November 8, 1999
Registration No. 333-82661
______________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
______________________________
PREMIER BANCSHARES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 2180 Atlanta Plaza 58-1793778
---------------------------- 950 East Paces Ferry Road ------------------
(State or other jurisdiction of Atlanta, Georgia 30326 (I.R.S. Employer
incorporation or -------------------------------------- Identification Number)
organization) (Address of principal executive offices)
</TABLE>
BANK ATLANTA, INC. 1996 DIRECTORS AND
EXECUTIVE OFFICERS' STOCK OPTION PLAN
(Full title of the plan)
----------------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
One Atlantic Center
1201 West Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
--------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
This Post-Effective Amendment covers 71,875 shares of the Registrant's
common stock, $1.00 par value per share, which were included in the shares of
such common stock originally registered in Registration Statement on Form S-4
(File No. 333-83191) to which this is an amendment. The registration fee in
respect to such common stock was paid at the time of the original filing of the
Registration Statement relating to such common stock.
<PAGE>
---------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed with the Commission on March 25, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 17, 1999.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed with the Commission on August 16, 1999.
(d) The Company's Current Reports on Form 8-K filed with the
Commission on April 9, 1999, April 27, 1999, May 27, 1999, and August
3, 1999.
(e) The description of the Company's Common Stock, par value
$1.00 per share, contained in the Company's Registration Statement on
Form S-4 and Appendices D and E thereto (Registration No. 333-24537),
filed with the Commission on April 4, 1997, including any amendment or
report filed for the purpose of updating such description.
(f) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the period referred to in (a), above.
All documents 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 hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
The provisions of the Georgia Business Corporation Code (the
"Georgia Code") and the Company's Bylaws set forth the extent to which the
Company's directors and officers may be indemnified against liabilities they may
incur while serving in such capacities. Under the Company's Bylaws, the Company
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 Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action,
II-1
<PAGE>
suit or proceeding by reason of the fact that they are or were directors or
officers of the Company or who, while directors or officers of the Company, are
or were serving at the Company'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
Company, 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 Company, however, is limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.
The Company 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 Company.
The Company may not indemnify a director or officer in connection
with a proceeding by or in the right of the Company in which the director of
officer was adjudged liable to the Company 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 Company maintains an insurance policy insuring the Company
and its directors and officers against certain liabilities, including
liabilities under the Securities Act of 1933.
The Company's Articles of Incorporation provide that no director
of the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (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 an improper personal benefit.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as a part of this Registration
Statement:
Number Description
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (incorporated by reference from Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
II-2
<PAGE>
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Mauldin & Jenkins, LLC.
23.5 Consent of Mauldin & Jenkins, LLC.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Bricker & Melton, P.A.
23.8 Consent of Porter Keadle Moore, LLP.
23.9 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99 Bank Atlanta, Inc. 1996 Directors and Executive Officers'
Stock Option Plan.
Item 9. Undertakings.
- ------ ------------
(a) The Company 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 (the "Securities Act");
(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;
(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
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
II-3
<PAGE>
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Premier Bancshares, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on
Form S-4 (File No. 333-83191) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on this
8th day of November, 1999.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
-------------------------------------------------
Darrell D. Pittard
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them (either of
whom may act without the consent or joinder of the other), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his or her name, place and stead, in
any and all capacities to sign any and all amendments, including post-effective
amendments, to this Post-Effective Amendment No. 2 on Form S-8 (the
"Registration Statement") to Registration Statement on Form S-4 (File No. 333-
83191), to make such changes in the Registration Statement as such attorneys-in-
fact deems appropriate 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 so 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 or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 on Form S-8 to the Registration Statement on Form S-4
(File No. 333-83191), has been signed by the following persons in the capacities
indicated on November 8, 1999.
/s/ Darrell D. Pittard *
- ---------------------------------------- -----------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
* *
- ----------------------------------------- -----------------------------------
Name: Robert C. Oliver Name: James E. Freeman
Title: President, Chief Operating Officer Title: Director
and Director
* *
- ----------------------------------------- -----------------------------------
Name: Robert E. Flourney, III Name: Albert F. Gandy
Title: Director Title: Director
II-5
<PAGE>
* *
- ----------------------------------------- -----------------------------------
Name: Robin R. Howell Name: C. Steve McQuaig
Title: Director Title: Director
* *
- ----------------------------------------- -----------------------------------
Name: James L. Coxwell, Sr. Name: Thomas E. Owen, Jr.
Title: Director Title: Director
* *
- ----------------------------------------- -----------------------------------
Name: William M. Evans, Jr. Name: John D. Stephens
Title: Director Title: Director
* *
- ------------------------------------------- -----------------------------------
Name: Billy H. Martin Name: James E. Sutherland, Jr.
Title: Director Title: Director
*
-----------------------------------
Name: Michael E. Ricketson
Title: Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
/s/ Darrell D. Pittard
*---------------------------------------
By Darrell D. Pittard Attorney-in-Fact.
II-6
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Premier Bancshares, Inc.
Number Description
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (incorporated by reference from Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Mauldin & Jenkins, LLC.
23.5 Consent of Mauldin & Jenkins, LLC.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Bricker & Melton, P.A.
23.8 Consent of Porter Keadle Moore, LLP.
23.9 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99 Bank Atlanta, Inc. 1996 Directors and Executive Officers'
Stock Option Plan.
II-7
<PAGE>
EXHIBIT 5
November 3, 1999
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 Relating to the Bank Atlanta,
Inc. 1996 Directors and Executive Officers' Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Premier Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Post-Effective
Amendment No. 2 on Form S-8 (the "Registration Statement") to a Registration
Statement on Form S-4 (File No. 333-83191) under the Securities Act of 1933, as
amended, pertaining to the issuance of up to 71,875 shares of the Company's
Common Stock, $1.00 par value (the "Shares"), pursuant to certain obligations
assumed by the Company with respect to the Bank Atlanta, Inc. 1996 Directors and
Executive Officers' Stock Option Plan (the "Plan"). The assumption by the
Company of such obligations, and the issuance and sale of the Shares, is
contemplated pursuant to a certain Agreement and Plan of Reorganization dated
May 20, 1999 by and between the Company Bank Atlanta, Inc. ("Bank Atlanta"),
pursuant to which Bank Atlanta became a wholly-owned subsidiary of the Company.
As to various questions of fact material to our opinion, we have relied
solely upon (i) an Officer's Certificate delivered to us by a Company officer,
and (ii) the representations of the directors, officers and managers of the
Company and of public officials. We have made no other inquiries.
In connection with the preparation of this opinion, we have only reviewed,
and this opinion is limited to, those laws of the State of Georgia, excluding
local laws of the State of Georgia (i.e., the statutes and ordinances, the
administrative decisions and the rules and regulations of counties, towns,
municipalities and special political subdivisions of, or authorities or quasi-
governmental bodies constituted under the laws of the State of Georgia and
judicial decisions to the extent they deal with any of the foregoing), and the
laws of the United States of America that are, in our experience, normally
applicable to the transactions referenced herein. We are licensed to practice
law in the State of
<PAGE>
Georgia and, accordingly, this opinion is based solely upon such laws and we do
not render any opinion as to the effect of the laws of any other jurisdiction.
Further, we have assumed for purposes of this opinion (1) the genuineness of all
signatures; (2) the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies; and (3) the proper issuance and accuracy of
certificates of public officials and officers and agents of the Company. In
rendering opinions as to future events, we have assumed the facts and law
existing on the date hereof.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by all necessary corporate action on the part of the
Company and, upon issuance pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable.
This opinion is delivered solely for your benefit in connection with the
Plan and may not be quoted in whole or in part, referred to, filed with any
governmental agency or otherwise used or relied upon by any other person or for
any other purpose without our prior written consent except as provided herein.
This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Steven S. Dunlevie
----------------------
Steven S. Dunlevie, Member
SSD
EOD
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on Form
S-4 No. 333-83191) pertaining to the Bank Atlanta, Inc. 1996 Directors and
Executive Officers' Stock Option Plan of our report dated February 5, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Atlanta, Georgia
November 8, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the November 8, 1999
Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement on Form
S-4 of our report, dated January 31, 1997, except for Note 2 as to which the
date is June 23, 1997, December 12, 1997, June 9, 1998, July 1, 1998 and July 2,
1998, relating to the consolidated statements of income, stockholders' equity
and cash flows of Premier Bancshares, Inc. and subsidiaries for the year ended
December 31, 1996, contained in the annual report on Form 10-K for the year
ended December 31, 1998, and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
--------------------------
Mauldin & Jenkins, LLC
Atlanta, Georgia
November 5, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the November 8,
1999 Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement on
Form S-4 of our report, dated January 29, 1998, relating to the consolidated
financial statements of The Bank Holding Company and subsidiaries for the two
years ended December 31, 1997, contained in the annual report on Form 10-K for
the year ended December 31, 1998, and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
--------------------------
Mauldin & Jenkins, LLC
Atlanta, Georgia
November 5, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the November 8,
1999 Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement on
Form S-4 of our report, dated January 14, 1998, except for Note 14 as to which
the date is February 5, 1998, relating to the consolidated financial statements
of Button Gwinnett Financial Corporation and subsidiary for the two years ended
December 31, 1997, contained in the annual report on Form 10-K for the year
ended December 31, 1998, and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
--------------------------
Mauldin & Jenkins, LLC
Atlanta, Georgia
November 5, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the November 8, 1999
Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement on Form
S-4 of our report, dated April 15, 1999, relating to the financial statements of
Bank Atlanta for the two years ended December 31, 1998, and to the reference to
our Firm under the caption "Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
--------------------------
Mauldin & Jenkins, LLC
Atlanta, Georgia
November 5, 1999
<PAGE>
EXHIBIT 23.7
[LETTERHEAD OF B&M]
Consent of Independent Certified Public Accountant
We consent to the incorporation in the Registration Statement on Form S-4 of our
report dated January 16, 1998, which appears in the annual report on Form 10-K
of Premier Bancshares, Inc. and Subsidiaries for the year ended December 31,
1998, quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
1999, and June 30, 1999, current reports on Form 8-K dated April 9, 1999, April
27, 1999, May 27, 1999, and August 3, 1999, and Registration Statements on Form
8-A/A dated May 27, 1999, (for Common Stock); dated May 27, 1999, (for Preferred
Securities of Premier Capital Trust I), Registration Statement on Form S-4 dated
July 16, 1999, Registration Statement on Form S-8 dated July 27, 1999,
Post-Effective Amendment No. 1 to Form S-4 Registration Statement dated
September 22, 1999, Registration Statement on Form S-4 dated September 27, 1999,
and Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on Form
S-4 dated November 3, 1999.
/s/ Bricker & Melton, P.A.
--------------------------
Bricker & Melton, P.A.
Duluth, Georgia
November 3, 1999
<PAGE>
Exhibit 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1997, accompanying the consolidated
financial statements of Central and Southern Holding Company for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Post Effective Amendment No. 2 on Form S-8 to
the Registration Statement of Premier Bancshares, Inc. on Form S-4 (File No.
333-83191) pertaining to the assumption of the Bank Atlanta, Inc. 1996
Directors and Executive Officers' Stock Option Plan.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
November 5, 1999
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the consolidated
financial statements of Citizens Gwinnett Bankshares, Inc. for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Post Effective Amendment No. 2 on Form S-8 to
the Registration Statement of Premier Bancshares, Inc. on Form S-4 (File No.
333-83191) pertaining to the assumption of the Bank Atlanta, Inc. 1996 Directors
and Executive Officers' Stock Option Plan.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
November 5, 1999
<PAGE>
EXHIBIT 99
BANK ATLANTA, INC.
1996 DIRECTORS AND EXECUTIVE OFFICERS' STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this Stock Option Plan (the "Plan") is to secure for Bank
Atlanta, Inc., a Georgia corporation which is a state chartered bank located in
Decatur, Georgia (the "Bank"), and its shareholders the benefits arising from
capital stock ownership by Directors and management by Executive Officers of the
Bank who are expected to contribute to the Bank's future growth and success.
2. ADMINISTRATION
--------------
(a) Shareholder Control. The Plan is effective as of July 10, 1996, and
--------------------
will remain in effect at the pleasure of the shareholders of the Bank. The
Shareholders reserve the right to terminate or modify the Plan at any time,
although such modification or termination shall not affect any options granted
prior to the time of such modification or termination.
(b) Grant and Management. (Formerly before Shareholders approval B(iii)),
---------------------
the Plan shall be administered by two Directors of the Board of the Bank and two
non-director shareholders. If the Plan is administered by the Committee, it
shall report all action taken by it to the Board of Directors. The Committee
shall have the authority, subject to the rights of the shareholders and other
express provisions of the Plan, to determine the Directors and Executive
Officers to whom and the time or times at which Option shall be granted and the
number of shares and purchase price of common stock covered by each option, to
construe the respective option agreements and the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, and to make all other
determinations which, in the judgment of the Committee, are necessary or
desirable for the administration of the Plan. The Committee may correct any
defect, supply any omission, or reconcile any inconsistency in the Plan or in
any option agreement in the manner and to the extent it shall be deemed
expedient to carry the Plan into effect, and it shall be the sole and final
judgment of such expediency.
(c) Indemnification. In addition to such other rights and indemnification
----------------
that they may have as Directors of the Bank or as members of the Committee, the
members of the Committee shall be indemnified by the Bank against the reasonable
expenses, including attorney's fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with the defense of any action, or appeal therefrom, to which they or any of
them may be a party by reason of any action option granted thereunder and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Bank) or paid by them
in satisfaction of a judgment, except in relation to matters as to which it
shall be adjudged in such action that such Committee member is liable for gross
negligence or willful misconduct in the performance of his or her duties;
provided that within 60 days after institution of any such action a Committee
member shall in writing offer the Bank the opportunity, at its own expense, to
handle and defend the same.
<PAGE>
3. STOCK SUBJECT TO PLAN
---------------------
Subject to adjudgment as provided in Sections 9 and 10 hereof, the Bank
will reserve 120,000 shares of common stock of the Bank for issuance under the
Plan. If an option granted under the Plan shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan. If the Bank repurchases such shares that are issued pursuant to the Plan,
the repurchased shares shall again be available for subsequent option grants
under the Plan. Stock issuable upon exercise of an option granted under the Plan
may be subject to such restrictions or transfer, repurchase rights, or other
restrictions as shall be determined by the Committee.
4. TERMS AND CONDITIONS OF DIRECTORS' OPTIONS
------------------------------------------
(a) Option Price. The Option Price per share with respect to each option
-------------
shall be determined by the Committee, but in no instance shall be less than 85%
of the fair market value of the share of the Common Stock on the date of grant.
For purposes hereof, fair market value shall be as determined by the Committee
and such determination shall be binding upon the Company and upon the Optionee.
The Committee shall determine the fair market value of the stock from all
relevant available facts which may (but need not) include opinions of experts as
to the value and may take into account any recent sales and purchases of stock
to the extent they are represented.
(b) Payment of Purchase Price. The Option Price shall be payable upon the
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exercise of the option in an amount equal to the number of shares being
purchased times the per share Option Price. The Option Price shall be paid in
cash or by check in United States currency; provided, however, the Committee
may, in its discretion, provide that the exercise price of an option can also be
paid by delivery to the Bank of shares of stock of the Bank already owned by the
optionee having a fair market value (as determined pursuant to paragraph (a) of
this section as of the date of transfer) equal in amount to the exercise price
of the options being exercised or by a combination of delivery of such stock and
cash or check.
(c) Term of Options. Each option granted hereunder shall be exercisable
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immediately upon vesting and shall expire as determined by the Committee.
Notwithstanding the foregoing, in the event that any Director with less than
five (5) years of Service (as hereinafter defined) is no longer a member of the
Board, whether the Director's termination is voluntary or involuntary by death
or otherwise, all options granted to such Director shall expire 60 days
following the last date on which the Director is a member of the Board of
Directors. The option may be exercised at any time during such 60 day period by
the Director, his or her executor or personal representative, but if not
exercised in full, all options shall expire on the 60th day following the
Director's last day as a member of the Board of Directors. For purposes of this
Agreement a "year of Service" shall be each full calendar during which an
individual serves as a member of the Board of Directors so long as during such
calendar year, such individual shall attend not less than seventy-five percent
(75%) of the aggregate meetings of the Board of Directors and the Committees of
the Board of Directors on which such individual serves. Years of Service
completed prior to the date of this Agreement shall be counted towards an
individual's Year of Service hereunder.
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(d) Exercise of Options. Each option granted under the Plan shall be
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exercisable either in full or in part at such time or times as the holder of the
option may choose during the option period.
5. METHOD OF EXERCISE; CLASSIFICATION OF SHARES ACQUIRED PURSUANT TO EXERCISE
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OF CERTAIN INCENTIVE STOCK OPTIONS
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All options granted hereunder shall be exercised by written notice directed
to the Treasurer of the Bank (or such other person that the Committee may
designate) at its principal place of business, accompanied by payment, made in
accordance with the terms of paragraph (b) of Section 4 hereof, of the Option
Price for the number of shares specified in the notice of exercise and by any
documents otherwise required. The Bank shall make delivery of such shares within
a reasonable period of time; provided, however, that if any law or regulation
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required the Bank to take any action (including, but not limited to, the filing
of a registration statement under the Securities Act of 1933 and causing such
registration statement to become effective) with respect to the shares specified
in such notice before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such action.
6. NONTRANSFERABILITY OF OPTIONS
-----------------------------
(a) No option granted under the Plan shall be assignable or transferable by
the person to whom it is granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution. During the life of the
recipient, the option shall be exercisable only by such person or his guardian
or legal representative.
(b) No option granted under the Plan shall be pledged or otherwise
alienated or hypothecated, except as provided in subsection (a) hereof.
7. GENERAL RESTRICTIONS
--------------------
(a) Investment Representations. The Bank may require any Director to whom
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an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Bank to the effect that
such person is acquiring the Stock subject to the option for his or her own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Bank deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.
(b) Compliance With Securities Laws. Each option shall be subject to the
--------------------------------
requirement that, if at any time counsel to the Bank shall determine that the
listing, registration, or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
to approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance or purchase of shares thereunder, such
option may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been affected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Bank to apply for or to obtain such listing, registration,
or qualification.
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8. RIGHTS AS A SHAREHOLDER
-----------------------
The holder of an option shall have no rights as a shareholder with respect
to any shares covered by the option until the date of issue of a stock
certificate to him or her for such shares and only after such shares are fully
paid. Except as otherwise expressly provided in the Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
9. RECAPITALIZATION
----------------
In the event that the outstanding shares of Stock of the Bank are changed
into or exchanged for a different number or kind of shares or other securities
of the Bank by reason of any recapitalization, reclassification, stock split,
stock dividend, combination, or subdivision, appropriate adjustment shall be
made in the number and kind of shares available under the Plan and under any
options granted under Plan. No fractional shares shall be issued or optioned in
making the foregoing adjustments. All adjustments made by the Committee under
this Section shall be conclusive.
10. REORGANIZATION
--------------
In case the Bank is merged or consolidated with another corporation and the
Bank is not the surviving corporation, or in case all or substantially all of
the assets or more than 50% of the outstanding voting stock of the Bank is
acquired by another corporation, or in case of a reorganization or liquidation
of the Bank, the Committee, or the Board of Directors of any corporation
assuming the obligations of the Bank, shall, as to outstanding options, either
(a) make appropriate provisions for the protection of any such outstanding
options by the substitution on an equitable basis of appropriate stock of the
Bank, or of the merged, consolidated, or otherwise reorganized corporation that
will be issuable in respect to the shares of Stock of the Bank, or (b) upon
written notice to the optionees, provide that all unexercised options must be
exercised within a specified number of days of the date of such notice or they
will be terminated. In any such case, the Committee may, in its discretion,
accelerate the date on which outstanding options become exercisable.
11. NO SPECIAL EMPLOYMENT RIGHTS
----------------------------
Nothing contained in the Plan or in any option granted under the Plan shall
confer upon any option holder any right with respect to the continuation of his
or her employment by the Bank (or any Parent of Subsidiary) or interfere in any
way with the right of the company (or any Parent of Subsidiary), subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
option holder form the rate in existence at the time of the grant of an option.
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12. DEFINITION OF SUBSIDIARY AND PARENT
-----------------------------------
(a) Subsidiary. The term "Subsidiary" as used in the Plan shall mean any
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corporation (other than the Bank) in an unbroken chain of corporations beginning
with the Bank if, at the time of the determination, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
(b) Parent. The term "Parent" used in the Plan shall mean any corporation
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(other than the Bank) in an unbroken chain of corporations ending with the Bank
if each of the corporations other than the Bank owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
13. WITHHOLDING
-----------
The Bank's obligation to deliver shares upon the exercise of any option
granted under the Plan shall be subject to the option holder's satisfaction of
all applicable federal, state, and local income and employment tax and
withholding requirements in a manner and form satisfactory to the Bank.
14. TERMINATION
-----------
Unless sooner terminated in accordance with the terms herein, the Plan
shall terminate upon the earlier of (i) the close of the business on the day
next preceding the tenth anniversary of the date of its adoption by the Board of
Directors, or (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise of options granted under
the Plan. If the date of termination is determined under (i) above, then options
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such options.
Adopted by shareholders on
Attest: ____________________________
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