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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREMIER BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
2180 Atlanta Plaza
950 East Paces Ferry Road
GEORGIA Atlanta, Georgia 30326 58-1793778
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(State or other (Address of principal (I.R.S. Employer
jurisdiction of executive offices) Identification
incorporation or Number)
organization)
FIRST ALLIANCE/PREMIER BANCSHARES
401(K) SAVINGS PLAN
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(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
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered (1) registered per share(2) price(2) fee(2)
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Common Stock,
par value
$1.00 per share 2,000,000 shares $ 19.16 $ 38,320,000 $ 10,653
_____ __________ ______
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
plan interests to be offered or sold pursuant to the Premier Bancshares,
Inc. 401(k) Savings Plan.
(2) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
low prices of the registrant's common stock on July 27, 1999, as reported
on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 Current Reports on Form 8-K filed with the
Commission on April 9, 1999, April 27, 1999, and May 27, 1999;
(c) The Company's Form 10-Q for the quarter ended March 31, 1999,
filed with the Commission on May 17, 1999;
(d) 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; and
(e) All other reports filed pursuant to Section 13(a) or 15(d) of 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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, 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,
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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.
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Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as a part of this Registration
Statement:
Number Description
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4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).
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).
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.
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23.4 Consent of Porter Keadle Moore LLP.
23.5 Consent of Porter Keadle Moore LLP.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Mauldin & Jenkins, LLC.
23.8 Consent of Bricker & Melton, P.A.
24 Power of Attorney. (See signature page to the Registration
Statement.)
The Company hereby undertakes that the Company will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
Item 9. Undertakings.
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(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;
(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
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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.
(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
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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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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 28th day of
July, 1999.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
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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 Registration Statement, 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
Registration Statement has been signed by the following persons in the
capacities indicated on July 28, 1999.
/s/ Darrell D. Pittard /s/ Robert C. Oliver
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Name: Darrell D. Pittard Name: Robert C. Oliver
Title: Chairman of the Board Title: President, Chief
and Chief Executive Officer Operating Officer
(principal executive officer) and Director
/s/ James L. Coxwell, Sr. /s/ William M. Evans, Jr.
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Name: James L. Coxwell, Sr. Name: William M. Evans, Jr.
Title: Director Title: Director
/s/ John H. Ferguson /s/ Robert E. Flourney III
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Name: John H. Ferguson Name: Robert E. Flourney III
Title: Director Title: Director
/s/ James E. Freeman /s/ A. F. Gandy
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Name: James E. Freeman Name: A. F. Gandy
Title: Director Title: Director
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/s/ Robin R. Howell /s/ Billy H. Martin
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Name: Robin R. Howell Name: Billy H. Martin
Title: Director Title: Director
/s/ C. Steve McQuaig /s/ Thomas E. Owen, Jr.
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Name: C. Steve McQuaig Name: Thomas E. Owen, Jr.
Title: Director Title: Director
/s/ John D. Stephens /s/ James E. Sutherland, Sr.
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Name: John D. Stephens Name: James E. Sutherland, Sr.
Title: Director Title: Director
/s/ Michael E. Ricketson
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Name: Michael E. Ricketson
Title: Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
Trustee [or other persons who administer the employee benefit plan] have duly
caused this registration statement to signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on July 28,
1999.
First Alliance/PREMIER BANCSHARES
401(K) SAVINGS PLAN
Name: Robert C. Oliver
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Title: Trustee
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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
First Alliance/Premier Bancshares, Inc.
Number Description
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4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).*
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).*
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 Porter Keadle Moore LLP.
23.5 Consent of Porter Keadle Moore LLP.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Mauldin & Jenkins, LLC.
23.8 Consent of Bricker & Melton, P.A.
24 Power of Attorney. (See signature page to the Registration
Statement.)
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* Incorporated by reference.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) of Premier Bancshares, Inc. pertaining to the First
Alliance/Premier Bancshares, Inc. 401(k) Savings Plan of our reports (a) 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) and (b) dated June 23, 1999, with respect to the financial
statements and schedules of the First Alliance/Premier Bancshares, Inc. 401(k)
Savings Plan included in the Plan's Annual Report (Form 11-K), both for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 26, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the July 29, 1999
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, 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.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
July 26, 1999
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EXHIBIT 23.4
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, which is incorporated by reference in the
Registration Statement on Form S-8. We hereby consent to the incorporation by
reference of said report in the Registration Statement of Premier Bancshares,
Inc. on Form S-8.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
July 28, 1999
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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 Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998, which is incorporated by reference in the
Registration Statement on Form S-8. We hereby consent to the incorporation by
reference of said report in the Registration Statement of Premier Bancshares,
Inc. on Form S-8.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
July 28, 1999
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EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the July 29, 1999
Registration Statement on Form S-8 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.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
July 26, 1999
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EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the July 29, 1999
Registration Statement on Form S-8 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.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
July 26, 1999
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EXHIBIT 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in the Registration Statement on Form S-8 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 quarter ended March 31,
1999, current report on Form 8-K dated April 6, 1999, April 20, 1999 and May 27,
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, and
Registration Statement on Form S-8 dated July 27, 1999.
Bricker & Melton, P.A.
Duluth, Georgia
July 27, 1999
