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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PREMIER BANCSHARES, INC. PREMIER CAPITAL TRUST I
(Exact name of Registrant as (Exact Name of Registrant as
Specified in Charter) Specified in Charter)
Georgia Delaware
(State of Incorporation (State of Incorporation
or Organization) or Organization)
58-1972600 58-6354847
(IRS Employer Identification Number) (IRS Employer Identification Number)
2180 Atlanta Plaza 2180 Atlanta Plaza
950 East Paces Ferry Road 950 East Paces Ferry Road
Atlanta, Georgia 30326 Atlanta, Georgia 30326
(Address of principal (Address of principal
executive offices) executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and is
Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), Instruction A.(d), please check
please check the following the following box. [_]
box. [X]
Securities Act Registration Statement File Number to which
this form relates: 333-38461
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Cumulative Trust Preferred Securities (and the New York Stock Exchange
Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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For the full description of Premier Capital Trust I's Cumulative Trust
Preferred Securities (the "Preferred Securities") and the Guarantee of Premier
Bancshares, Inc. (the "Guarantee") being registered hereby, reference is made to
the information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description of
the Guarantee" in the Prospectus that forms part of the Company's Registration
Statement on Form S-3 (Registration No. 333-38461) filed with the Securities and
Exchange Commission on October 22, 1997 under the Securities Act of 1933, as
amended (the "Registration Statement"). The information contained in the
Registration Statement and the Prospectus, are incorporated herein by reference.
A definitive copy of the Prospectus describing the Preferred Securities was
filed pursuant to Rule 424(b)(4) and is incorporated by reference into this
Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of Premier Capital Trust I, Incorporated by
reference to Exhibit 4.5 to the Registration Statement.
2.2(a) Trust Agreement of Premier Capital Trust I. Incorporated by
reference to Exhibit 4.6 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of Premier Capital
Trust I. Incorporated by reference to Exhibit 4.7 to the
Registration Statement.
2.3 Form of Preferred Security Certificate for Premier Capital Trust
I. Incorporated by reference to Exhibit 4.8 to the Registration
Statement (included as an exhibit to Exhibit 4.7 of the
Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement for Premier
Capital Trust I. Incorporated by reference to Exhibit 4.10 to the
Registration Statement.
2.5 Form of Indenture between Premier Bancshares, Inc. and State
Street Bank and Trust Company, as Trustee. Incorporated by
reference to Exhibit 4.3 to the Registration Statement.
2.6 Form of Subordinated Debenture. Incorporated by reference to
Exhibit 4.9 to the Registration Statement (included as an exhibit
to Exhibit 4.3 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on May 27, 1999.
PREMIER CAPITAL TRUST I PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard By: /s/ Darrell D. Pittard
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Darrell D. Pittard, Trustee Darrell D. Pittard, Chairman of the
Board and Chief Executive Officer
By: /s/ Robert C. Oliver
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Robert C. Oliver, Trustee
