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____________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
____________________________
PREMIER BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
GEORGIA 2180 ATLANTA PLAZA 58-1793778
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(State or other jurisdiction of 950 EAST PACES FERRY ROAD (I.R.S. Employer
incorporation or ATLANTA, GEORGIA 30326 Identification Number)
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organization) (Address of principal executive offices)
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FREDERICA BANK & TRUST
DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
------------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 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 35,280 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 on the Registration Statement on Form
S-4 (File No. 333-65025) 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.
_______________
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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, 1997, filed with the Commission on March 17, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed with the Commission on May 15, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, filed with the Commission on August 14, 1998;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed with the Commission on November 16, 1998.
(e) The Company's Current Report on Form 8-K dated September 30, 1998,
Current Report on Form 8-K/A dated September 30, 1998 and Current Report on
Form 8-K/A dated October 16, 1998.
(f) 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 May 16, 1997, including any amendment or report filed for the
purpose of updating such description.
(g) 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
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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, 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
amended (Incorporated by reference from Exhibit 3.1 to the
Company's Form 10-K for the fiscal year ended December 31, 1996).
4.2 Bylaws of Premier Bancshares, Inc. (Incorporated by reference
from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
ended September 30, 1996).
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4.3 Amendments to Bylaws of Premier Bancshares, Inc. (Incorporated by
reference from Exhibit 3.3 to the Company's Form 10-K for the
fiscal year ended December 31, 1997).
4.4 Form of Stock Certificate (Incorporated by reference from Exhibit
4.1 to the Company's Form 10-K for the fiscal year ended December
31, 1996).
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 Bricker & Melton, P.A.
23.5 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99.1 Frederica Bank & Trust Directors' Stock Option Plan.
99.2 Amendment to Fredrica Bank & Trust Company Directors' 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
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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
II-3
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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.
(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.
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<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. 1 on Form S-8 to Registration Statement on Form S-4
(File No. 333-65025 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 17/th/ day of
December, 1998.
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, 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. 1 on Form S-8 (the
"Registration Statement") to the Registration Statement on Form S-4 (File No.
333-65025, 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. 1 on Form S-8 to the Registration Statement on Form S-4
(File No. 333-65025, has been signed by the following persons in the capacities
indicated on December 17, 1998.
/s/ Darrell D. Pittard /s/ *
- -------------------------------------------- --------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
/s/ * /s/ *
- -------------------------------------------- --------------------------------
Name: Robert C. Oliver Name: James E. Freeman
Title: President, Chief Operating Officer Title: Director
and Director
/s/ * /s/ *
- -------------------------------------------- --------------------------------
Name: Robert E. Flourney, III Name: Albert F. Gandy
Title: Vice Chairman Title: Director
II-5
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/s/ * /s/ *
- --------------------------------------- ---------------------------------
Name: N. Michael Anderson Name: Billy H. Martin
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: John E. Aderhold Name: C. Steve McQuaig
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: Robin R. Howell Name: Thomas E. Owen, Jr.
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: George S. Carpenter, Jr. Name: John D. Stephens
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: James L. Coxwell, Sr. Name: James E. Sutherland, Jr.
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: Don N. Ellis Name: Glenn S. White
Title: Director Title: Director
/s/ * /s/ *
- --------------------------------------- --------------------------------
Name: William M. Evans, Jr. Name: Michael E. Ricketson
Title: Director Title: Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
By: *
- ---------------------------------------
Darrell D. Pittard, Attorney-in-fact
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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 amended
(Incorporated by reference from Exhibit 3.1 to the Company's Form 10-K
for the fiscal year ended December 31, 1996).
4.2 Bylaws of Premier Bancshares, Inc. (Incorporated by reference from
Exhibit 3.2 to the Company's Form 10-QSB for the quarter ended
September 30, 1996).
4.3 Amendments to Bylaws of Premier Bancshares, Inc.
(Incorporated by reference from Exhibit 3.3 to the Company's Form 10-K
for the fiscal year ended December 31, 1997).
4.4 Form of Stock Certificate (Incorporated by reference from
Exhibit 4.1 to the Company's Form 10-K for the fiscal year ended
December 31, 1996).
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 Bricker & Melton, P.A.
23.5 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99.1 Frederica Bank & Trust Directors' Stock Option Plan.
99.2 Amendment To Frederica Bank & Trust Directors' Stock Option Plan.
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EXHIBIT 5
December 17, 1998
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 Relating to the Frederica Bank
& Trust Directors' 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. 1 on Form S-8 (the "Registration Statement") to a Registration
Statement on Form S-4 (File No. 333-650251) under the Securities Act of 1933, as
amended, pertaining to the issuance of up to 35,280 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 Frederica Bank & Trust Directors'
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 July 9, 1998 by and
between the Company, PMB Acquisition Corp. and Frederica Bank & Trust
("Frederica"), pursuant to which Frederica 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
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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
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form
S-4 No. 333-65025) pertaining to the Frederica Bank & Trust Directors' Stock
Option Plan 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 on Form 10-K for the year ended December 31, 1997
and our report dated February 5, 1998, except for Note 2, as to which the date
is July 2, 1998, with respect to the supplemental consolidated financial
statements of Premier Bancshares, Inc. and subsidiaries included in its Current
Report on Form 8-K dated September 30, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
January 5, 1999
Atlanta, Georgia
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the December 23,
1998 Registration Statement on Form S-8 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, 1996; and 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 supplemental consolidated financial
statements of Premier Bancshares, Inc. and subsidiaries, contained in the
current report on Form 8-K filed on September 30, 1998.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
January 5, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement on Form S-4 (Form S-4 No. 333-
650251) pertaining to issuance of up to 35,820 shares of Premier Bancshares,
Inc.'s common stock, in the Registration Statement (Form S-4 No. 333-650251)
pertaining to issuance of up to 1,094,717 shares of its common stock and its
related Prospectus of Premier Bancshares, Inc., in the Registration Statement
(Form S-8 No. 333-29941) pertaining to the Premier Bancshares, Inc. Directors'
Stock Option Plan and the Premier Bancshares, Inc. 1997 Stock Option Plan, in
the Registration Statement (Form S-3 No. 333-49979) and related Prospectus of
Premier Bancshares, Inc. and subsidiaries for the registration of 171,897 shares
of its common stock, in the Registration Statement (Form S-8 No. 333-59475)
pertaining to the Premier Bancshares, Inc. 1997 Stock Option Plan and the
Premier Bancshares, Inc. Directors' Deferred Stock Unit Plan (formerly the
Premier Bancshares, Inc. Directors' Stock Option Plan), in the Registration
Statement (Form S-3 No. 333-60245) and related Prospectus of Premier Bancshares,
Inc. for the registration of 1,000,000 shares of its common stock, and in the
Registration Statement (Form S-8 No. 333-60249) pertaining to the Premier
Bancshares, Inc. Employee Stock Purchase Plan of our report dated January 16,
1998 with respect to the supplemental consolidated financial statements of
Premier Bancshares, Inc. and subsidiaries included in its Current Report on
Form 8-K dated September 30, 1998, filed with the Securities and Exchange
Commission.
BRICKER & MELTON, P.A.
Duluth, Georgia
January 5, 1999
<PAGE>
EXHIBIT 23.5
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 the Current Report on Form 8-K/A for Premier
Bancshares, Inc. We hereby consent to the incorporation by reference of said
report in the Registration Statement of Premier Bancshares, Inc. on Form S-8
(File No. 333-65025).
PORTER KEADLE MOORE, LLP
/s/ Porter Keadle Moore, LLP
-------------------------------
Atlanta, Georgia
January 5, 1999
<PAGE>
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 the Current Report on Form 8-K/A for Premier
Bancshares, Inc. We hereby consent to the incorporation by reference of said
report in the Registration Statement of Premier Bancshares, Inc. on Form S-8
(File No. 333-65025).
PORTER KEADLE MOORE, LLP
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
January 5, 1999
<PAGE>
EXHIBIT 99.1
FREDERICA BANK & TRUST
DIRECTORS' STOCK OPTION PLAN
----------------------------
THIS STOCK OPTION PLAN adopted this April 19, 1996 by FREDERICA BANK &
TRUST, a Georgia bank (the "Bank").
W I T N E S S E T H:
1. Purpose. This stock option plan (the "Plan") is for the purpose of
-------
compensating the Directors of the Bank for their efforts and achievements on
behalf of the Bank in a manner whereby their compensation is directly related to
the Bank's performance as reflected in increased shareholder value. The Board
of Directors of the Bank believes the Plan will promote and increase personal
interest in the welfare of the Bank by, and provide incentive to, those who are
primarily responsible for shaping and carrying out the long-range plans of the
Bank and aiding its continued growth and financial success.
2. Administration. The Plan shall be administered by the Board of Directors.
--------------
Subject to the express provisions of the Plan, the Board shall have complete
authority, in its discretion, to determine to whom, the times when, and the
prices at which options will be granted.
In addition to any other rights of indemnification that they may have, the
directors of the Bank shall be indemnified by the Bank against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of action taken or failure to act under or in connection with the Plan or any
option granted thereunder, and against all amounts paid by them in settlement
thereof (provided the settlement is approved by independent legal counsel
selected by the Bank) or paid by them in satisfaction of a judgment in any
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in the action, suit or proceeding that the Board member is liable
for negligence or misconduct in the performance of his duties; provided that
within 60 days after institution of any action, suit or proceeding, a Board
member shall in writing offer the Bank the opportunity, at its own expense, to
handle and defend the same.
3. Eligibility. All incumbent and future members of the Bank's Board of
-----------
Directors shall be eligible to participate in the Plan. Advisory Directors
shall not be eligible.
4. Stock Subject to Option. An aggregate of 20,000 shares of common stock of
-----------------------
the Bank ("Shares") will be authorized and reserved for issuance upon the
exercise of options granted under the Plan. If any option granted under the
Plan shall expire or terminate for any reason without having been exercised in
full, options may be granted to other directors with respect to such unpurchased
Shares.
The total number of Shares as to which options may be granted under the
Plan and option rights (both as to the number of Shares and the option price)
shall be appropriately adjusted for any
<PAGE>
increase or decrease in the number of outstanding Shares resulting from payment
of a stock dividend on the Shares, a subdivision or combination of Shares, a
reclassification of the Shares (in accordance with the provisions contained in
the next following paragraph), a merger or consolidation, or other like changes
in the Shares.
After any merger of one or more corporations into the Bank, any merger of
the Bank into another corporation, any consolidation of the Bank and one or more
corporations, or any other corporate reorganization of any form involving the
Bank as a party thereto involving any exchange, conversion, adjustment or other
modification of the outstanding Shares, each optionee shall, at no additional
cost, be entitled, upon any exercise of his Option, to receive (subject to any
required action by shareholders), in lieu of the number of Shares as to which
the Option shall then be so exercised, the number and class of shares of stock
or other securities or any other property to which the optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation, or
other reorganization, if, at the time of the merger, consolidation, or other
reorganization, the optionee had been a holder of record of the number of Shares
equal to the number of shares as to which the Option shall then be so exercised.
Comparable rights shall accrue to each optionee in the event of successive
mergers, consolidations, or reorganizations of the character described above.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Board of Directors in its sole discretion.
Any adjustment may provide for the elimination of any fractional Share which
might otherwise become subject to an option.
In the event of (i) the adoption of a plan of merger or consolidation of
the Bank with any other corporation as a result of which the holders of the
Shares as a group would receive less than 50 percent of the voting capital stock
of the surviving or resulting corporation, (ii) the adoption of a plan of
liquidation or the approval of the dissolution of the Bank, (iii) the approval
by the Board of Directors of an agreement providing for the sale or transfer
(other than as security for obligations of the Bank) of substantially all of the
assets of the Bank, or (iv) the acquisition of more than 20 percent of the
outstanding Shares by any person within the meaning of Rule 13(d)(3) promulgated
under the Securities Exchange Act of 1934, in the absence of a prior expression
of approval of the Board of Directors, any option granted hereunder shall become
immediately exercisable in full, subject to any appropriate adjustments in the
number of Shares subject to option and the option price, and shall remain
exercisable for the remaining term of the option, regardless of any provisions
contained in the stock option agreement with respect thereto limiting the
exercisability of the Option for any length of time, subject to all of the terms
hereof and of the stock option agreement with respect thereto not inconsistent
with this paragraph. Notwithstanding the foregoing, if a successor corporation
as contemplated in clause (i) or (iii) of the preceding sentence agrees to
assume the outstanding options or to substitute substantially equivalent
options, then the outstanding options issued hereunder shall not be immediately
exercisable, but shall remain exercisable in accordance with the terms set out
in the stock option agreement.
The grant of an option pursuant to this Plan shall not affect in any way
the right or power of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
-2-
<PAGE>
structure, or to merge or consolidate, or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
5. Terms and Conditions of All Options. Each option granted pursuant to the
-----------------------------------
Plan shall be authorized by the Board of Directors and shall be evidenced by a
stock option agreement in the form and containing the terms and conditions as
the Board from time to time may determine, provided that each stock option
agreement shall:
(a) state the number of Shares to which it pertains;
(b) state the option price;
(c) state the terms and conditions for payment;
(d) state the term of the option and the period or periods during the
term in which the option or portions thereof may be exercised;
(e) provide that if the optionee ceases to be a member of the Board of
Directors of the Bank the option will terminate three months after the optionee
leaves the Board;
(f) provide that the option is not transferable by the optionee other
than, to the extent specifically permitted under the terms of the agreement, by
will or the laws of descent and distribution, and is exercisable during the
optionee's lifetime only by the optionee; and
(g) provide that if the optionee dies while he is a Director of the Bank
the option may be exercised by his estate or by a legatee within one year after
his death.
6. Withholding Taxes. Prior to the issuance of Shares upon exercise of an
-----------------
option, the optionee shall pay or make adequate provision for any federal or
state withholding obligation of the Bank, if applicable.
7. Term of Plan. The effective date of the adoption of the Plan shall be the
------------
earlier of the date on which the Plan is approved by the shareholders of the
Bank or by the Board of Directors, and the Plan shall terminate ten years
thereafter. Accordingly, options may be granted pursuant to the Plan at any
time on or after the effective date and prior to the expiration of ten years
from such date.
8. Exercise of Option. Shares may be purchased pursuant to any option granted
------------------
under the Plan only upon receipt by the Bank of a notice in writing from the
optionee of his intention to purchase, specifying the number of Shares (not less
than 100) as to which he desires to exercise his option and containing the
representation that it is the optionee's present intention to acquire the Shares
being purchased for investment and not for resale. Upon the dates specified in
the stock
-3-
<PAGE>
option agreement for the completion of the purchase of the Shares, the optionee
shall pay the Bank the purchase price of the Shares purchased.
9. Amendment and Termination. The Board of Directors at any time may terminate
-------------------------
the Plan and, at any time, may amend the Plan, without shareholder approval, as
deemed in the best interests of the Bank; provided, that shareholder approval
shall be required for any amendment which shall (i) increase the number of
Shares which may be issued pursuant to the Plan, (ii) modify the requirements as
to eligibility for participation, (iii) increase the benefits accruing to
eligible directors, or (iv) reduce the amount of any benefit or adversely change
the terms and conditions thereof.
10. Choice of Law. This Plan shall be governed by the laws of the state of
-------------
Georgia.
11. Approval of Shareholders. The Plan shall be submitted to the shareholders
------------------------
of the Bank for approval as soon as practicable after adoption of the Plan by
the Board of Directors of the Bank, and the Plan is conditioned on such
approval.
IN WITNESS WHEREOF, the Bank has caused this Plan to be executed as of the
date set forth above.
FREDERICA BANK & TRUST
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
ATTEST:
- -----------------------------------
Title
-4-
<PAGE>
EXHIBIT 99.2
AMENDMENT TO
FREDERICA BANK & TRUST
DIRECTORS' STOCK OPTION PLAN
THIS FIRST AMENDMENT is made on this 17/th/ day of December, 1998, by
PREMIER BANCSHARES, INC. ("Premier"), a corporation duly organized and existing
under the laws of the State of Georgia.
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to an Agreement and Plan of Reorganization dated July 9,
1998 (the "Merger Agreement") by and between Premier, Frederica Bank & Trust, a
Georgia bank ("Frederica"), and PMB Acquisition Corp., a Georgia corporation and
wholly-owned subsidiary of Premier, Frederica has become a wholly-owned
subsidiary of Premier;
WHEREAS, the Board of Directors of Frederica previously adopted the
Frederica Bank & Trust Directors' Stock Option Plan effective as of April 19,
1996 (the "Plan");
WHEREAS, pursuant to the Merger Agreement, Premier has agreed to assume
those options granted under the Plan which are outstanding as of the effective
time of the merger; and
WHEREAS, Premier desires to amend the Plan to reflect Premier's assumption
of certain obligations under the Plan;
NOW, THEREFORE, the Plan is hereby amended effective as of the date hereof
as follows:
1. All references in the Plan to the terms "Shares" and "common stock"
shall hereinafter refer to the common stock of Premier, $1.00 par value, and
references to an "option" or "options" shall refer to those replacement options
granted by Premier pursuant to the Merger Agreement;
2. All references in the Plan to Frederica and the Board of Directors of
Frederica which relate to eligibility to participate in the Plan shall continue
to refer to Frederica and the Board of Directors of Frederica, and all
references in the Plan which relate to the administration of the Plan shall
refer to Premier, unless the Board of Premier, in its discretion, determines
that the context otherwise requires. In addition, without limiting the intent or
effect of the preceding sentence, the reference to "the Bank" in Section 9
("Amendment and Termination") is hereby expressly amended to refer to Premier,
such that Section 9 shall hereby be read as follows:
"The Board of Directors at any time may terminate the Plan and,
at any time, may amend the Plan, without shareholder approval, as
deemed in the best interests of Premier; provided, that
shareholder approval by the shareholders of the Bank shall be
required for any amendment which shall (i) increase the number of
Shares which
<PAGE>
may be issued pursuant to the Plan, (ii) modify the requirements
as to eligibility for participation, (iii) increase the benefits
accruing to eligible directors, or (iv) reduce the amount of any
benefit or adversely change the terms and conditions thereof."
3. The first sentence of the first paragraph of Section 2 shall hereby be
deleted and the following shall be substituted in lieu thereof:
"The Plan shall be administered by the Board of Directors (the
"Board" or "Board of Directors") of Premier Bancshares, Inc.
("Premier"), or upon its delegation, by a committee comprised of
not less than two (2) members of the Board. To the extent that
the Plan is administered by a committee (the "Committee")
appointed by the Board of Premier, the Committee shall include no
fewer than the minimum number of "non-employee directors," as
such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as may be required by Rule 16b-3 or any successor rule. For the
purposes herein, the terms "Board" and "Board of Directors" shall
also include the Committee if the Board has delegated all or part
of its administrative authority to the Committee."
Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Amendment.
IN WITNESS WHEREOF, Premier has caused this First Amendment to be executed
on the day and year first above written.
PREMIER BANCSHARES, INC.
By:/s/ Darrell D. Pittard
----------------------------
Darrell D. Pittard, Chairman
ATTEST:
/s/ Barbara J. Burtt
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Barbara J. Burtt, Secretary
[CORPORATE SEAL]
