<PAGE>
As Filed With the Securities and Exchange Commission on September 22, 1999;
Registration No. 333-83191
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
PREMIER BANCSHARES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Georgia 6025 58-1793778
- ------------------------------- ---------------------------- -------------------------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation) Classification Code No.)
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(404) 814-3090
(Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices)
Darrell D. Pittard
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(404) 814-3090
(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)
----------------------------------------------------------------------------------------------------------------------
Copies to:
Steven S. Dunlevie, Esq. Kathryn L. Knudson, Esq.
Richard T. Hills, Esq. Katherine M. Koops, Esq.
Womble Carlyle Sandridge & Rice, PLLC Powell, Goldstein, Frazer & Murphy LLP
One Atlantic Center 16th Floor
1201 West Peachtree Street 191 Peachtree Street, N.E.
Atlanta, Georgia 30309 Atlanta, Georgia 30303
(404) 872-7000 (404) 572-6600
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Approximate date of commencement of the proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this Form is being filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering.[ ]
If this Form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering.[ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
BANK ATLANTA
1221 Clairmont Road
Decatur, Georgia 30030
(404) 320-3300
FAX (404) 320-1508
September __, 1999
Dear Fellow Shareholder:
Enclosed is a Supplement to the Proxy Statement/Prospectus dated August 12, 1999
for the proposed merger of Premier Bancshares, Inc., PMB Acquisition Corp. II
and Bank Atlanta. Due to a change in the terms of the merger, a new vote of the
shareholders is required. The merger will require the affirmative vote of two-
thirds of the outstanding shares (not two-thirds of those voting). Every vote
is very important. Please, right now, upon receipt, review the materials and
vote on the merger by returning the enclosed blue proxy sheet.
Your Board of Directors supports this merger.
If you have any questions, you may reach any Director of Bank Atlanta by calling
Bank Atlanta at 404-320-3300 and asking Marsleete Shields to have your call
returned.
PLEASE DO NOT THROW YOUR PROXY AWAY. VOTE IT.
Cordially,
/s/ William Zachary, Jr.
------------------------
William Zachary, Jr.
Chairman of the Board
<PAGE>
SUPPLEMENT
DATED SEPTEMBER __, 1999
TO PROXY STATEMENT/PROSPECTUS
DATED AUGUST 12, 1999
- --------------------------------------------------------------------------------
This Supplement presents updated information regarding the acquisition of Bank
Atlanta by Premier Bancshares, Inc. Because we have recently changed the terms
of the transaction as described below, we are resoliciting your proxy and have
adjourned the Bank Atlanta shareholders' meeting to October 26, 1999 at 4:00
p.m. local time at Bank Atlanta's main office, 1221 Clairmont Road, Decatur,
Georgia. Please note that if you previously signed and mailed to Bank Atlanta
the proxy sheet that was sent to you with the August 12, 1999 proxy
statement/prospectus, that proxy will not be voted at the October 26, 1999
---
shareholders' meeting. For your vote to properly be counted, you must either
vote in person at the meeting or sign, date and return the blue proxy sheet
included with this Supplement.
- --------------------------------------------------------------------------------
On September 14, 1999, Premier Bancshares, Inc., PMB Acquisition Corp. II
and Bank Atlanta entered into a First Amendment to the Agreement and Plan of
Reorganization, originally dated May 20, 1999. Before this amendment, the
agreement provided that, as a result of Premier's acquisition of Bank Atlanta,
you would have received 1.25 shares of Premier common stock for each share of
Bank Atlanta common stock you own, subject to possible adjustment. We
previously sent you a proxy statement/prospectus dated August 12, 1999 that
provided detailed information about Premier, Bank Atlanta and the terms of the
acquisition. In that proxy statement/prospectus, Bank Atlanta's Board of
Directors requested proxies in connection with a special meeting of shareholders
that was originally scheduled for September 14, 1999, at 4:00 p.m., at Bank
Atlanta's main office.
As a result of the amendment, the revised merger agreement now provides
that you will receive 1.4375 shares of Premier common stock for each share of
Bank Atlanta common stock you own. The amended exchange ratio is not subject to
adjustment. The amendment is attached to this Supplement as Appendix A.
----------
This Supplement describes the amendment and the reasons for it. It also
provides an updated opinion from The Carson Medlin Company and related
discussion confirming that in its opinion, the amended terms of the merger
remain fair to the Bank Atlanta shareholders. Finally, this Supplement provides
updated per share information for the Premier and Bank Atlanta common stock, as
well as updated financial information for both Bank Atlanta and Premier.
You are cordially invited to attend the shareholders' meeting, as
adjourned, on October 26, 1999, in person. However, whether or not you plan to
attend, we urge you to sign, date and return the enclosed blue proxy sheet as
promptly as possible. You may revoke this proxy by delivering to the Secretary
----
of Bank Atlanta a written revocation or a duly executed proxy sheet bearing a
later date or by electing to vote in person at the meeting. Again, please be
aware that any proxy you delivered before you received this Supplement will not
be counted and that to vote on the merger, as amended, you must either vote in
person at the meeting or sign, date and return the blue proxy sheet included
with this Supplement.
<PAGE>
This Supplement is not complete without reference to the proxy
statement/prospectus dated August 12, 1999, which provides detailed information
concerning the merger of Bank Atlanta and Premier, and reference to the
documents filed by Premier with the SEC since August 12, 1999, including
Premier's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
Please give all of this information your careful attention.
This Supplement was mailed to shareholders of Bank Atlanta on September __,
1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Amendment to the Agreement.......................................................................... 1
Background of, and Reasons For, the Amendment....................................................... 1
Opinion of Financial Advisor........................................................................ 4
Recent Market Prices................................................................................ 11
Dividends........................................................................................... 11
Updated Pro Forma Financial Share Data.............................................................. 12
Selected Consolidated Financial Data................................................................ 13
Bank Atlanta Shareholders' Meeting.................................................................. 14
Vote Requred to Approve the Merger.................................................................. 14
Recommendation of the Bank Atlanta Board of Directors............................................... 14
Bank Atlanta Management's Discussion And Analysis Of Financial Condition and Results of Operations.. 15
Bank Atlanta Unaudited Financial Statements June 30, 1999.......................................... F-1
Appendix A: First Amendment to Agreement and Plan of Reorganization
by and between Premier Bancshares, Inc., PMB Acquisition Corp. II
and Bank Atlanta.................................................................................... A-1
Appendix B: Opinion of The Carson Medlin Company.................................................... B-1
</TABLE>
i
<PAGE>
Amendment to the Agreement
On September 14, 1999, Premier Bancshares, Inc., PMB Acquisition Corp. II
and Bank Atlanta entered into a First Amendment to Agreement and Plan of
Reorganization, originally dated May 20, 1999. As a result of this amendment,
at the effective time of the merger, Bank Atlanta will merge with and into PMB,
which is a wholly owned subsidiary of Premier. Bank Atlanta will be the
surviving bank in the merger, and Bank Atlanta will become a wholly-owned
subsidiary of Premier. The following chart shows the provisions and effect of
the amendment:
<TABLE>
<CAPTION>
Before the Amendment After the Amendment
-------------------- -------------------
<S> <C>
Bank Atlanta shareholders would receive 1.25 shares of Bank Atlanta shareholders will receive 1.4375 shares of
Premier common stock in the merger, subject to Premier common stock for each share of Bank Atlanta
adjustment as described below, for each share of Bank stock they own.
Atlanta common stock they own.
The number of shares of Premier common stock that Bank The number of shares of Premier common stock that Bank
Atlanta shareholders would receive in the merger Atlanta shareholders will receive in the merger cannot
would be adjusted if the average closing price of the be adjusted.
Premier common stock during a specified period were
less than $16.60 per share.
Either Premier or Bank Atlanta could terminate the Neither Premier nor Bank Atlanta may terminate the
merger if the average closing price of the Premier merger based on a decline in the market price of the
common stock during a specified period fell below Premier common stock.
$14.525 per share.
</TABLE>
Please note that the average closing price of the Premier common stock, as
defined in the agreement, never dropped below $16.60 during the specified
period. You should also be aware that the actual market value of a share of
Premier common stock at and after the effective time of the merger may be more
or less than the value of the shares as of the date of this Supplement or the
date of the Bank Atlanta shareholders' meeting, as adjourned. We urge you to
obtain information on the market value of Premier common stock that is more
recent than that provided by the proxy statement/prospectus or this Supplement.
No fractional shares of Premier common stock will be issued in the merger.
Premier will pay cash to holders of Bank Atlanta common stock who are otherwise
entitled to a fractional share of Premier common stock. The amount of cash will
be determined by multiplying the fractional part of the share of Premier common
stock by the closing price of Premier common stock on the last trading day
before the effective time of the merger.
Background of, and Reasons For, the Amendment
On August 12, 1999, Bank Atlanta distributed to its shareholders a proxy
statement/ prospectus in which its Board of Directors solicited the support of
the shareholders for a contemplated acquisition of Bank Atlanta by Premier. On
August 13, 1999, Bank Atlanta's counsel was informed that one of Bank Atlanta's
directors, Albert Ashkouti, objected to the terms of the acquisition and did not
intend to vote in favor of the transaction. The following
1
<PAGE>
discussion describes the basis of Mr. Ashkouti's objections, the Board's
response, and the actions taken by Premier and Bank Atlanta to address Mr.
Ashkouti's concerns.
On June 21, 1999, Premier issued a press release indicating that it would
not meet consensus earnings expectations for the second quarter of 1999 and
indicated that the consensus estimate for fiscal 1999 was optimistic. Premier
indicated that its second quarter earnings per share would be in the range of
$0.14 to $0.16. The release indicated that the second quarter shortfall was due
to earnings pressure on Premier's mortgage banking subsidiary, a lower than
expected profitability in commercial banking activities and certain non-
recurring expenses. Subsequent to the press release, Premier's stock price
dropped 12.6% to $17.375 on June 21, 1999 and dropped to a low of $15.375 during
the period between June 21, 1999 and August 19, 1999.
On July 9, 1999, Premier issued its second quarter earnings release and
reported earnings of $0.15 per share, compared to $0.25 per share for the same
quarter in 1998. The decline in earnings was attributed to the same reasons
outlined in the June 21, 1999 press release.
On July 15, 1999, counsel to Bank Atlanta sent a letter to Premier
requesting additional information regarding the basis for the earnings decline.
It specifically inquired as to whether there was any basis to believe that there
had been a material adverse change in Premier's business or financial condition
that would result in a "material adverse effect" (as defined in the merger
agreement) on Premier's ability to conduct its business and that could
constitute a basis for terminating the transaction. On July 16, 1999, counsel
for Premier stated that it did not believe that the revised earnings estimate or
actual second quarter earnings had occasioned a material adverse effect on
Premier that would allow Bank Atlanta to terminate the transaction.
On July 28, 1999, BB&T Corporation announced its proposed acquisition of
Premier. The press release stated that, if approved, Premier shareholders would
receive BB&T common stock representing a value of $18.43 per Premier share based
on BB&T's closing price of $35.75 on July 27, 1999. The value to be received by
each shareholder is based upon a fixed exchange ratio of 0.5155 BB&T share for
each Premier share.
At a Bank Atlanta board meeting on August 11, 1999, Mr. Ashkouti stated
that based on the decrease in Premier's actual and projected earnings described
above, he no longer believed that the merger was fair to the Bank Atlanta
shareholders and that he would not vote in favor of the transaction. The Board
discussed the issue, noting the provisions and conclusions set forth in Carson
Medlin's August 9, 1999 fairness opinion and that the Premier common stock,
which closed at $17.3125 per share on August 10, 1999, remained above $16.60,
which was the average price below which the number of Premier shares to be
issued in the merger would be adjusted to compensate for a decrease in the
Premier stock price. Thereafter, the Board scheduled a meeting for August 16,
1999 to further discuss Mr. Ashkouti's concerns.
On August 16, 1999, the Bank Atlanta Board of Directors met to discuss Mr.
Ashkouti's position more fully. Mr. Ashkouti stated that in view of the recent
decreases in Premier's stock price and actual and projected earnings, he
believed that the merger was no longer fair to the Bank Atlanta shareholders.
The Board considered Mr. Ashkouti's points, but the other directors
2
<PAGE>
did not agree with his conclusion. They cited the automatic adjustment to the
exchange ratio that was included in the merger agreement to protect Bank
Atlanta's shareholders against a substantial decrease in the price of the
Premier common stock, the potential beneficial effect of the upcoming
acquisition of Premier by BB&T, and the relatively limited prospects for Bank
Atlanta if it continued to operate as a stand-alone entity. The Board then
discussed ratifying the special shareholders' meeting scheduled for September
14, 1999. The Board ratified the date, with Mr. Ashkouti opposing and all of the
other directors in favor of convening the meeting and allowing the shareholders
to vote on the merger at that time.
On August 23, 1999, the Bank Atlanta Board of Directors met again to
discuss Mr. Ashkouti's position. Mr. Ashkouti again stated that he believed the
recent decreases in Premier's stock price and the actual and projected earnings
had resulted in a "material adverse effect" on Premier and constituted a basis
for terminating the transaction. Mr. Ashkouti made a motion to this effect, but
it failed for lack of a second. The Board then discussed ratifying its support
of the proposed merger, with Mr. Ashkouti opposing but all other directors
voting in favor of supporting the proposed merger. Their ratification was based
on the following principal factors:
. the August 9, 1999 fairness opinion from Bank Atlanta's financial
advisor, The Carson Medlin Company, to the effect that the transaction was fair
to the shareholders of Bank Atlanta from a financial point of view;
. the subsequent agreement by Premier to be acquired by BB&T Corporation
and the terms of that transaction;
. the fact that the then current price of Premier common stock, which
closed at $17.375 per share on the last trading day before the meeting, was
substantially above the adjustment price of $16.60 per share;
. the prospects for Bank Atlanta in a stand-alone environment;
. the lack of liquidity in the common stock of Bank Atlanta if a
transaction were not consummated; and
. the serious split on the Board of Directors between Mr. Ashkouti and
the remaining members of the Board of Directors.
On August 30, 1999, Mr. Ashkouti delivered a letter to the president of
Bank Atlanta stating that Mr. Ashkouti had changed his decision to support the
merger based on the drop in Premier's projected earnings during the 30-day
period following the execution of the merger agreement. He reiterated his prior
objection to the merger based on this decrease as well as the decrease in
Premier's market price, which he stated represented a reduction in the merger
consideration to 12-1/2 times Bank Atlanta's earnings and to slightly over
twice the book value of the Bank Atlanta common stock. He also objected to any
indication in the proxy statement/prospectus that the Board had unanimously
recommended the merger.
3
<PAGE>
Bank Atlanta began to prepare a supplement to the proxy statement/
prospectus that would clarify Mr. Ashkouti's position and present the
Board's response to it. The Board proposed to mail the supplement to the Bank
Atlanta shareholders prior to the shareholders' meeting scheduled for September
14, 1999, and to provide them with an opportunity to change their vote if they
had already delivered a proxy. On September 7, 1999, however, Mr. Ashkouti's
counsel delivered a letter to Premier's counsel and Bank Atlanta's counsel
urging that Bank Atlanta postpone the shareholders' meeting until the proxy
statement/prospectus could be updated to reflect (1) the decreases in Premier's
actual and estimated earnings, (2) Mr. Ashkouti's resulting objection to the
merger, and (3) Premier's ability to terminate the merger if the holders of more
than 10% of the outstanding Bank Atlanta stock voted against the merger and
exercised their dissenters' rights of appraisal. His letter also stated his
opinion that Carson Medlin's fairness opinion improperly assumed 1999 income of
$1.3 million for Bank Atlanta instead of its budgeted income of $1.5 million.
On September 8 and 9, 1999, Premier's chief executive officer and Bank
Atlanta's chairman negotiated the new exchange ratio described above under the
heading "Amendment to the Agreement". The parties also agreed that Bank Atlanta
would not pay a special dividend to its shareholders before the closing of the
merger but would instead undertake to close the merger in time to allow the Bank
Atlanta shareholders to receive Premier's third quarter dividend. See
"Dividends" below for additional information on this issue. Bank Atlanta also
agreed to convene and immediately adjourn its September 14, 1999 shareholders'
meeting to October 26, 1999 in order to allow its shareholders to consider the
contents of this Supplement and to permit the Board of Directors to re-solicit
their proxies on the revised terms of the merger agreement.
On September 14, 1999, Bank Atlanta convened its shareholders' meeting and
adjourned it until October 26, 1999 at 4:00 p.m.
On September 14, 1999, Premier and Bank Atlanta executed an amendment to
the merger agreement setting forth the revised exchange ratio. Bank Atlanta's
Board approved the amendment on September 14, 1999.
On September 14, 1999, in connection with the execution of the amendment,
Mr. Ashkouti and his wife, Diane M. Ashkouti, executed and delivered to Premier
and Bank Atlanta a written agreement to the effect that they will vote their
shares of Bank Atlanta common stock in favor of the merger with Premier on the
terms reflected in the merger agreement, as amended. Mr. and Mrs. Ashkouti also
delivered to Premier a written agreement to the effect that they will not
dispose of any shares of Premier common stock issued to them in the merger for a
certain period of time, except in compliance with the federal securities laws.
The members of Bank Atlanta's Board of Directors, including Mr. Ashkouti,
unanimously support the revised terms of the proposed merger with Premier and
- -----------
unanimously urge you to vote "FOR" the proposed merger.
- -----------
Opinion of Financial Advisor
Bank Atlanta engaged The Carson Medlin Company on June 17, 1998 to advise
Bank Atlanta on potential strategic alternatives to enhance shareholder value
and to search for and assist Bank Atlanta in negotiations with parties who might
wish to acquire Bank Atlanta and to render its opinion as to the fairness, from
a financial point of view, of the aggregate
4
<PAGE>
consideration to be received in a resulting transaction. Bank Atlanta selected
Carson Medlin as its financial adviser on the basis of Carson Medlin's
historical relationship with Bank Atlanta and Carson Medlin's experience and
expertise in representing community banks in acquisition transactions. Carson
Medlin is an investment banking firm which specializes in the securities of
financial institutions located in the southeastern United States. As part of its
investment banking activities, Carson Medlin is regularly engaged in the
valuation of financial institutions and transactions relating to their
securities.
Carson Medlin issued its original fairness opinion in conjunction with the
execution of the merger agreement dated May 20, 1999. That opinion and the
subsequent opinion dated August 9, 1999 stated that the consideration provided
for in the merger agreement was fair, from a financial point of view to the
shareholders of Bank Atlanta. Carson Medlin subsequently issued an opinion dated
September 14, 1999 that the consideration provided for under the amendment to
the merger agreement was fair, from a financial point of view, to the
shareholders of Bank Atlanta.
The full text of Carson Medlin's written opinion, dated September 14, 1999
is attached as Appendix B to this Supplement. You should read the opinion in
----------
its entirety for a full discussion of the procedures followed, assumptions made,
matters considered and qualifications and limitations on the review undertaken
by Carson Medlin in connection with its opinion. Carson Medlin's opinion is
addressed to Bank Atlanta's Board of Directors and is substantially identical to
the written opinions delivered to Bank Atlanta's Board dated May 20, 1999 and
August 9, 1999. The summary of the opinion of Carson Medlin set forth in this
Supplement is qualified in its entirety by reference to the full text of such
opinion. Carson Medlin's opinions to Bank Atlanta's Board of Directors rendered
in connection with the merger do not constitute a recommendation to any Bank
Atlanta shareholder regarding how such shareholder should vote at the special
meeting, as adjourned.
No limitations were imposed by the Board of Directors or management of Bank
Atlanta upon Carson Medlin with respect to the investigations made or the
procedures followed by Carson Medlin in rendering its opinions.
The preparation of a financial fairness opinion involves various
determinations as to the most appropriate methods of financial analysis and the
application of those methods to the particular circumstances and, therefore, is
not readily susceptible to partial analysis or summary description. In
connection with rendering its opinions, Carson Medlin performed a variety of
financial analyses. Carson Medlin believes that its analyses must be considered
together as a whole and that selecting portions of such analyses and the facts
considered therein, without considering all other factors and analyses, could
create an incomplete or inaccurate view of the analyses and the process
underlying the rendering of Carson Medlin's opinions. In performing its
analyses, Carson Medlin made numerous assumptions with respect to industry
performance, business and economic conditions, and other matters, many of which
are beyond the control of Premier and Bank Atlanta and which may not be
realized. Any estimates contained in Carson Medlin's analyses are not
necessarily predictive of future results or values, which may be significantly
more or less favorable than such estimates. Estimates of values of companies do
not purport to be appraisals or necessarily reflect the prices at which such
companies or their
5
<PAGE>
securities may actually be sold. Except as described below, none of the analyses
performed by Carson Medlin were assigned a greater significance by Carson Medlin
than any other.
Carson Medlin has relied upon, without independent verification, the
accuracy and completeness of the information it reviewed for the purpose of
rendering its opinions. Carson Medlin did not undertake any independent
evaluation or appraisal of the assets and liabilities of Premier or Bank
Atlanta, nor was it furnished with any such appraisals. Carson Medlin is not an
expert in the evaluation of loan portfolios, including under-performing or non-
performing assets, charge-offs or the allowance for loan losses; has not
reviewed any individual credit files of Premier or Bank Atlanta; and has assumed
that the allowances for each of Premier and Bank Atlanta are in the aggregate
adequate to cover such losses. In addition, Carson Medlin is not expert in the
evaluation of Year 2000 readiness, compliance, or expense allocations and has
assumed that Premier and Bank Atlanta have each taken appropriate steps or
actions to properly address this issue. Carson Medlin's opinion is necessarily
based on economic, market and other conditions existing on the date of its
opinion, and on information as of various earlier dates made available to it.
Carson Medlin assumed that the merger will be recorded as a pooling-of-interests
under Generally Accepted Accounting Principles.
In connection with its opinion, dated September 14, 1999, Carson Medlin
reviewed:
. the merger agreement;
. the amendment to the merger agreement;
. the annual reports to shareholders of Premier including the audited
financial statements for the five years ended December 31, 1998;
. audited financial statements of Bank Atlanta for the five years ended
December 31, 1998;
. unaudited interim financial statements of Premier for the six months
ended June 30, 1999;
. unaudited interim financial statements of Bank Atlanta for the six
months ended June 30, 1999;
. Premier's press releases dated June 21, 1999 and July 9, 1999 relating
to Premier's earnings forecast for 1999; and
. Premier's press release dated July 28, 1999 relating to the potential
merger with BB&T Corporation.
In addition, Carson Medlin:
6
<PAGE>
. reviewed and discussed with members of management of Premier and Bank
Atlanta the historical and current business operations, financial
condition and future prospects of their respective companies;
. reviewed the historical market prices and trading activity for the
common stock of Premier and Bank Atlanta and compared them with those
of certain publicly traded companies which it deemed to be relevant;
. compared the results of operations of Premier and Bank Atlanta with
those of certain financial institutions which it deemed to be
relevant;
. compared the financial terms of the merger with the financial terms,
to the extent publicly available, of certain other recent business
combinations of financial institutions;
. analyzed the pro forma financial impact of the merger on Premier; and
. conducted such other studies, analyses, inquiries and examinations as
Carson Medlin deemed appropriate.
The following is a summary of the principal analyses performed by Carson
Medlin in connection with its opinion dated September 14, 1999 based on the
amended exchange ratio.
Summary of Proposal. Carson Medlin reviewed the terms of the proposed
merger, including the form of consideration, the amended exchange ratio, the
closing price of Premier's common stock as of September 13, 1999 (the last
trading day prior to the amendment), and the resulting price per share of Bank
Atlanta common stock pursuant to the proposed merger. Under the terms of the
agreement, as amended, each outstanding share of Bank Atlanta common stock will
be converted into 1.4375 shares of Premier common stock resulting in an
indicated value of $23.00 per share based on the closing price of Premier's
common stock on September 13, 1999 of $16 per share. Carson Medlin calculated
that the indicated value represented 209% of stated book value at June 30, 1999,
12.5 times 1999 estimated core earnings, a 17.3% core deposit premium at June
30, 1999 (defined as the aggregate transaction value minus stated book value
divided by core deposits) and 21.6% of total assets of Bank Atlanta at June 30,
1999.
Industry Comparative Analysis. In connection with rendering its opinion,
Carson Medlin compared selected operating results of Premier and Bank Atlanta to
those of 53 publicly-traded community commercial banks in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Virginia and West Virginia
as contained in the Southeastern Independent Bank Review/TM/, a proprietary
research publication prepared by Carson Medlin quarterly since 1991. These
comparable financial institutions range in asset size from approximately $142
million to $2.9 billion and in shareholders' equity from approximately $14
million to $349 million. Carson Medlin considers this group of financial
institutions more comparable to Premier and Bank Atlanta than larger, more
widely traded regional financial institutions. Carson Medlin compared, among
other factors, profitability, capitalization, and asset quality of Premier and
Bank Atlanta
7
<PAGE>
to these financial institutions. Carson Medlin noted that based on results for
the three months ended March 31, 1999, which represents the most recent data
available from the Southeastern Independent Bank Review/TM/:
. Premier's and Bank Atlanta's return on average assets was 1.44% and
1.72%, respectively, compared to mean return on average assets of
1.18% for the comparable financial institutions;
. Premier's and Bank Atlanta's return on average equity was 18.4% and
18.4%, respectively, compared to mean return on average assets of
11.8% for the comparable financial institutions;
. Premier's and Bank Atlanta's shareholders' equity to total assets was
9.1% and 9.5%, respectively, compared to mean shareholders' equity to
total assets of 9.9% for the comparable financial institutions; and
. Premier's and Bank Atlanta's nonperforming assets (defined as loans 90
days past due, nonaccrual loans and other real estate) to total loans
net of unearned income and other real estate at March 31, 1999 was
0.36% and 0.02%, respectively, compared to mean nonperforming assets
to total loans net of unearned income and other real estate of 0.94%
for the comparable financial institutions.
These comparisons indicated that both Premier's and Bank Atlanta's financial
performance was at or above the average for the comparable financial
institutions for all of the factors considered.
Comparable Transaction Analysis. Carson Medlin reviewed certain
information relating to 21 selected merger transactions involving commercial
banks in southeastern metropolitan areas announced since January 1997. These
comparable transactions consisted of the following:
<TABLE>
<CAPTION>
Target Buyer
- ------ -----
<S> <C>
Universal National Bancorp, Miami, FL Totalbank, Miami, FL
Eastern American Bank, Herndon, VA Resource Bank, Virginia Beach, VA
Indian Rocks State Bank, Largo, FL FNB Corp, Hermitage, PA
Citizens National B&T, Port Richey, FL Gulf West Banks, St. Petersburg, FL
Bank of Winter Park, Winter Park, FL Huntington Bancshares, Columbus OH
Ballston Bancorp, Arlington, VA Abigail Adams NB, Washington DC
Tysons Financial, McLean, VA MainStreet Banking, Martinsville, VA
West Coast Bank, Sarasota, FL FNB Corp, Hermitage PA
Regency Financial, Richmond, VA MainStreet Banking, Martinsville, VA
Marshall National B&T, Marshall VA Mercantile Bankshares, Baltimore, MD
Bank of Alexandria, Alexandria, VA F&M National Corp, Winchester, VA
Peoples Bank of Virginia, Chesterfield, VA F&M National Corp, Winchester, VA
Central Bank, Miami, FL BankUnited Financial, Coral Gables, FL
Seminole Bank, Seminole, FL FNB Corp, Hermitage, PA
Ballston Bancorp, Arlington, VA MainStreet Banking, Martinsville, VA
CNB Holding Co., Daytona Beach, FL Colonial BancGroup, Montgomery, AL
Community Bank of Naples, Naples, FL Alabama National, Birmingham, AL
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Target Buyer
- ------ -----
<S> <C>
Northside Bank of Tampa, Tampa, FL Republic Security, West Palm Beach, FL
Georgia Bancshares, Tucker, GA First Sterling Banks, Marietta, GA
South Florida Bank Holding Corp., Ft. Myers, FL Fifth Third Bancorp, Cincinnati, OH
City Financial Corp., Tampa, FL DASCO Merger Corp, Tampa, FL
</TABLE>
Carson Medlin considered, among other factors, the earnings, capital level,
asset size and quality of assets of the acquired financial institutions. Carson
Medlin compared the transaction prices at the time of announcement to the stated
book value, earnings, core deposits and total assets of the acquired
institutions.
Carson Medlin calculated an average price to stated book value multiple for
the comparable transactions of 253.7% which indicated a value of Bank Atlanta of
$27.88 per share based on Bank Atlanta's stated book value of $10.99 per share
at June 30, 1999. The consideration implied by multiplying the amended exchange
ratio and Premier's common stock price as of September 13, 1999 was $23.00 per
share and implies a price to stated book value multiple of 209% which is below
the average of the range for the comparable transactions. The comparable
transactions ranged from 137% to 373% of stated book value.
Carson Medlin calculated an average price to earnings multiple for the
comparable transactions of 20.9 times which indicated a value for Bank Atlanta
of $38.46 per share based on Bank Atlanta's 1999 estimated core earnings per
share of $1.84 per share. The consideration implied by the terms of the
agreement, as amended, is $23.00 per share and implies a price to earnings
multiple of 12.5 times which is below the average for the comparable
transactions. The comparable transactions ranged from 10.2 to 40.1 times
earnings
Carson Medlin calculated an average core deposit premium for the comparable
transactions of 19.3%. The premium on Bank Atlanta's core deposits implied by
the terms of the agreement, as amended, is 17.3%, which is below the average of
the range for the comparable transactions. The comparable transactions core
deposit premiums ranged from 2.6% to 31.8%.
Finally, Carson Medlin calculated an average price as a percentage of total
assets for the comparable transactions of 24.0%. The percentage of total assets
implied by the terms of the agreement, as amended, is approximately 21.6%, which
is below the average of the range for the comparable transactions. The
comparable transactions ranged from 6.5% to 34% of total assets.
No company or transaction used in Carson Medlin's analyses is identical to
Premier, Bank Atlanta or the contemplated transaction. Accordingly, the results
of these analyses necessarily involves complex considerations and judgments
concerning differences in financial and operating characteristics of Premier and
Bank Atlanta and other factors that could affect the value of the companies to
which they have been compared.
Present Value Analysis. Carson Medlin calculated the present value of Bank
Atlanta assuming that Bank Atlanta remained an independent bank. For purposes
of this analysis, Carson Medlin utilized certain projections of Bank Atlanta's
future growth of assets, earnings and dividends and assumed that the Bank
Atlanta common stock would be sold at the end of 5
9
<PAGE>
years at 20.9 times of projected 2003 earnings (based on the average of the
comparable transactions). This value was then discounted to present value
utilizing discount rates of 14% through 16%. These rates were selected because,
in Carson Medlin's experience, they represent the rates that investors in
securities such as the Bank Atlanta common stock would demand in light of the
potential appreciation and risks. On the basis of these assumptions, Carson
Medlin calculated that the present value of Bank Atlanta as an independent bank
ranged from $26.03 per share to $28.39 per share. The consideration implied by
the terms of the agreement, as amended, was $23.00 per share which falls below
the low end of the range under present value analysis. Carson Medlin noted that
it included present value analysis because it is a widely used valuation
methodology, but also noted that the results of this methodology are highly
dependent upon the numerous assumptions that must be made, including assets and
earnings growth rates, dividend payout rates, terminal values and discount
rates.
Stock Trading History. Carson Medlin reviewed and analyzed the historical
trading prices and volumes for the Premier common stock on a monthly basis from
June 1995 to August 1999. Carson Medlin also compared price performance of the
Premier common stock to the 53 SIBR Banks over the past 17 quarters ended June
30, 1999 on a price to book value basis. This analysis showed that over the past
17 quarters, Premier's stock has traded above the average of the peer banks
based on price to book value basis. In the most recent quarter, Premier's stock
traded at 355% of book value compared to 193% of book value for the SIBR Banks.
Carson Medlin considers Premier common stock to be liquid and marketable in
comparison with these SIBR Banks and other bank holding companies.
Carson Medlin also examined the trading prices and volumes of Bank Atlanta
common stock. Bank Atlanta common stock has not traded in volumes sufficient to
be meaningful. Therefore, Carson Medlin did not place any weight on the market
price of the Bank Atlanta common stock.
Contribution Analysis. Carson Medlin reviewed the relative contributions
in terms of various balance sheet and income statement components to be made by
Bank Atlanta and Premier to the combined institution based on (i) balance sheet
data at June 30, 1999, and (ii) projected net income for 1999 as estimated by
Carson Medlin. Carson Medlin adjusted Premier for the pro forma impact of the
acquisition of North Fulton Bancshares and pending acquisition of Farmers and
Merchants Bank. The income statement and balance sheet components analyzed
included total assets, loans net of unearned income, total deposits,
shareholders' equity, and net income. This analysis showed that, while Bank
Atlanta shareholders would own approximately 3.5% of the aggregate outstanding
shares of the combined institution based on the revised exchange ratio, Bank
Atlanta was contributing 4.2% of total assets, 3.9% of loans, net of unearned
income, 4.7% of total deposits, 4.2% of shareholders' equity, and 4.9% of
projected net income for 1999.
Other Analysis. Carson Medlin also reviewed selected investment research
reports on and earnings estimates for Premier.
The opinion expressed by Carson Medlin was based upon market, economic and
other relevant considerations as they existed and have been evaluated as of the
date of the opinion.
10
<PAGE>
Among the other relevant considerations Carson Medlin considered in preparing
its opinion included: the increase in dividends and stock liquidity provided to
Bank Atlanta shareholders as a result of the merger, the potential merger of
Premier and BB&T Corporation, the challenge in sustaining strong growth (both
earnings and balance sheet) without substantial investments in infrastructure,
Bank Atlanta's high concentration of certificate of deposit accounts, Bank
Atlanta's potential vulnerability to a downturn in the Atlanta real estate
market, the diminishing acquisition market for single office community banks,
the general decline in the number of merger transactions in 1999, and the lack
of alternative competitive offers. Events occurring after the date of issuance
of the opinion, including but not limited to, changes affecting the securities
markets or material changes in the results of operations, assets or liabilities
of Bank Atlanta, could materially affect the assumptions used in preparing the
opinion.
Recent Market Prices
On September __, 1999, the last day on which Premier common stock was
traded prior to the mailing of this Supplement, the last reported sales price of
Premier common stock as reported on the New York Stock Exchange was $______.
The price of the Bank Atlanta common stock in the last known transaction prior
to the mailing of this Supplement, which occurred on August __, 1999, was $_____
per share.
Dividends
Bank Atlanta paid a $0.10 per share cash dividend to its shareholders on
January 15, 1999 based on its 1998 earnings. To preserve pooling-of-interests
accounting treatment for the merger, the amount of any Bank Atlanta dividend
paid prior to the effective date of the merger would be limited to its
historical dividend rate, which is approximately 5.9%, as applied to its actual
earnings for the 1999 period preceding the merger. Assuming earnings of
approximately $1.125 million for the first nine months of 1999 and 707,344
outstanding shares of Bank Atlanta common stock, Bank Atlanta shareholders would
be entitled to receive a pre-closing Bank Atlanta dividend of approximately
$0.09 per share of Bank Atlanta common stock.
Premier and Bank Atlanta have agreed to use their best efforts to
consummate the merger before Premier's declaration of its third quarter dividend
(expected to occur during the first week of November 1999). As a result, Bank
Atlanta's shareholders would participate in this dividend instead of receiving a
dividend on their Bank Atlanta stock prior to the merger. Based on the amended
exchange ratio of 1.4375 shares of Premier common stock for each Bank Atlanta
share, and assuming that Premier's third quarter dividend is the same as its
first and second quarter dividends for 1999, or $.09 per share, and assuming we
are able to complete the merger prior to the record date for Premier's third
quarter dividend, Bank Atlanta shareholders would be entitled to receive a post-
closing Premier dividend of approximately $0.13 per share of Bank Atlanta common
stock.
11
<PAGE>
Updated Pro Forma Financial Share Data
Summarized below are updated per share information for Premier and Bank
Atlanta on an historical, pro forma combined and equivalent basis as of June 30,
1999. You should read this information in conjunction with the June 30, 1999
Bank Atlanta financial statements included with this Supplement, and the Premier
and Bank Atlanta historical financial statements included or incorporated by
reference in the proxy statement/prospectus.
The pro forma information gives effect to the merger being accounted for as
a pooling of interests, and assumes that Premier issues 1.4375 shares of Premier
common stock for each outstanding share of Bank Atlanta common stock. Bank
Atlanta pro forma equivalent share amounts are calculated by multiplying the pro
forma combined basic and diluted net income per share, pro forma combined cash
dividends per common share and pro forma combined shareholders' book value per
common share by the exchange ratio of 1.4375 shares of Premier common stock so
that the per share amounts equate to the respective values for one share of Bank
Atlanta common stock. You should not rely on the pro forma information as being
indicative of the historical results that would have resulted if Premier and
Bank Atlanta had been combined or the future results Premier will experience
after the merger, nor should you rely on the six-month information as being
indicative of results Premier or Bank Atlanta expect for the entire year.
<TABLE>
<CAPTION>
At and For the
Six Months
Ended
June 30, At and For the Year Ended December 31,
------------------- ---------------------------------------------------
1999 1998 1997 1996
------------------- ---------------- ---------------- ---------------
Net Income per common share
Basic
<S> <C> <C> <C> <C>
Premier historical.......................... $ .37 $ .080 $0.73 $0.54
Bank Atlanta historical..................... 0.84 2.01 1.75 1.48
Pro forma combined.......................... 0.38 0.83 0.75 0.56
Bank Atlanta pro forma equivalent........... 0.55 1.19 1.08 0.81
Diluted
Premier historical.......................... 0.36 0.78 0.71 0.52
Bank Atlanta historical..................... 0.81 1.96 1.71 1.48
Pro forma combined.......................... 0.37 0.81 0.73 0.55
Bank Atlanta pro forma equivalent........... 0.54 1.16 1.05 0.79
Cash dividends declared per common share
Premier historical.......................... $0.15 $0.17
Bank Atlanta historical..................... -- 0.10 -- --
Pro forma combined.......................... 0.17 0.31 0.14 0.17
Bank Atlanta pro forma
equivalent............................... 0.24 0.45 0.20 0.24
Book value per common share
Premier historical.......................... 5.27 5.23
Bank Atlanta historical..................... 10.93 10.33 8.48 6.66
Pro forma combined.......................... 5.36 5.31
Bank Atlanta pro forma equivalent........... 7.71 7.63
</TABLE>
12
<PAGE>
Selected Consolidated Financial Data
Premier and Bank Atlanta are providing the following information to help
you analyze the financial aspects of the merger. Premier and Bank Atlanta
derived this information from audited financial statements for 1994 through 1998
and unaudited financial statements for the six months ended June 30, 1998 and
1999. This information is only a summary, and you should read it in conjunction
with both of our historical financial statements and related notes. You should
not rely on the six-month information as being indicative of results expected
for the entire year.
Premier Historical Financial Information
(Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
At and For the Six Months
Ended June 30, At and For the Years Ended December 31,
------------------------- --------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------------- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income...... $ 31,358 $29,331 $ 60,151 $ 55,039 $ 45,396 $ 39,389 $ 32,018
Net income............... 9,667 12,131 20,914 18,737 13,657 11,348 6,694
Diluted earnings per
share............... 0.36 0.46 0.78 0.71 0.52 0.44 0.28
Cash dividends declared
per share........... 0.18 0.17 0.31 0.15 0.17 0.06 0.03
Book value per share..... 5.27 5.23 4.72 5.19 3.73 3.18
Total assets............. $1,493,164 $ $1,520,618 $1,280,499 $1,115,290 $937,078 $763,524
</TABLE>
Bank Atlanta Historical Financial Information
(Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
At and For the Six Months
Ended June 30, At and For the Years Ended December 31,
------------------------- ------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------------ ----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income...... $ 1,659 $1,790 $ 3,642 $ 2,805 $ 2,143 $ 1,792 $ 1,450
Net income............... 597 712 1,405 1,218 1,035 864 181
Diluted earnings per
share............... 0.84 1.02 2.01 1.75 1.48 1.24 .27
Cash dividends declared
per share........... -- -- .10 -- -- -- --
Book value per share..... 10.93 10.33 8.48 6.66 5.33 3.42
Total assets............. $83,644 $79,447 $70,558 $46,544 $38,390 $35,039
</TABLE>
13
<PAGE>
Bank Atlanta Shareholders' Meeting
Bank Atlanta is providing this Supplement to its shareholders as of the
record date of July 31, 1999, along with a blue proxy sheet. The special
meeting of shareholders of Bank Atlanta, originally scheduled for September 14,
1999, has been adjourned to October 26, 1999, at 4:00 p.m., local time, at the
main office of Bank Atlanta, 1221 Clairmont Road, Decatur, Georgia.
At the meeting, as adjourned, Bank Atlanta shareholders will vote upon a
proposal to approve the merger agreement, dated as of May 20, 1999, as amended
on September 14, 1999, and under which Bank Atlanta would merge with PMB
Acquisition Corp. II, a wholly owned subsidiary of Premier. Bank Atlanta will
be the surviving bank of the merger and will be operated as a wholly owned
subsidiary of Premier. Proxies may be voted on other matters that may properly
come before the meeting at the discretion of the proxy holders. Bank Atlanta's
Board of Directors knows of no other matters except those incidental to the
conduct of the meeting. The amendment to the merger agreement is attached as
Appendix A to this Supplement.
- ----------
Please complete, date and sign the accompanying blue proxy sheet and return
it promptly to Bank Atlanta in the enclosed postage prepaid envelope.
IMPORTANT: Please note that if you previously executed and mailed a proxy
sheet to Bank Atlanta in connection with the August 12, 1999 proxy
statement/prospectus, that earlier proxy will not be voted at the shareholders'
---
meeting, as adjourned. In order for your vote to properly be counted, you must
either vote in person at the meeting or sign, date and return the blue proxy
sheet included with this Supplement.
Because holders of two-thirds of the outstanding shares of Bank Atlanta
common stock must approve the merger agreement, as amended, abstentions and
broker shares which are not voted will have the same effect as negative votes.
Accordingly, the Bank Atlanta Board of Directors urges you to complete, date and
sign the accompanying blue proxy sheet and return it promptly in the enclosed
postage prepaid envelope.
Vote Required to Approve the Merger
Approval of the merger agreement, as amended, requires the affirmative
vote of the holders of two-thirds of the outstanding shares of Bank Atlanta
common stock entitled to vote on the merger. To preserve pooling-of-interests
accounting treatment for the merger, the holders of no more than 10% of the
outstanding shares of Bank Atlanta common stock entitled to vote on the merger
may exercise their dissenters' rights in connection with the merger. If the
holders of more than 10% of the outstanding Bank Atlanta common stock entitled
to vote on the merger exercise their dissenters' rights, Premier will have the
right to terminate the merger based on its failure to qualify for pooling-of-
interests accounting treatment.
Recommendation of the Bank Atlanta Board of Directors
The Bank Atlanta Board of Directors has unanimously adopted the merger
agreement and believes that the merger is fair to and in the best interests of
Bank Atlanta and its shareholders. The Bank Atlanta Board of Directors
unanimously recommends that Bank Atlanta's shareholders vote "FOR" approval of
the merger agreement. See "Background of, and Reasons for, the Amendment."
14
<PAGE>
Bank Atlanta Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
This analysis has been prepared to provide insight into the financial
condition of Bank Atlanta and address the factors which have affected Bank
Atlanta's results of operations. Bank Atlanta's financial statements and
accompanying notes are an integral part of this discussion and should be read in
conjunction with it.
Forward-Looking Statements. This discussion contains forward-looking
statements which are based on assumptions and involve risks and uncertainties.
These forward-looking statements describe our future plans, strategies, and our
expectations. These forward-looking statements are generally identified by use
of the words "believe," "expect," "intend," "anticipate," "estimate," "project,"
or similar expressions. Our ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations include, but are not limited to,
changes in interest rates, general economic conditions, legislation and
regulation, monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board, the quality or
composition of our loan or investment portfolios, demand for loan products,
deposit flows, competition, demand for financial services in our market area,
and accounting principles and guidelines. You should consider these risks and
uncertainties in evaluating forward-looking statements and should not place
undue reliance on forward-looking statements. We will not revise any forward-
looking statements to reflect events or circumstances after the date of this
discussion or to reflect the occurrence of anticipated or unanticipated events.
Liquidity. Liquidity management involves the management of assets and
liabilities in such a way to meet customer demands for deposit withdrawals and
fund all prudent loan requests. Bank Atlanta's primary sources of cash flows
are generated from interest and fee income, loan repayments, deposit growth, and
the maturities of securities.
Bank Atlanta manages its assets with the intent to satisfy its liquidity
needs through normal bank operations. Bank Atlanta's target is to maintain a
liquidity ratio of 25%. Federal funds sold, which have averaged approximately
$10,094,000 during the first six months of 1999 represent Bank Atlanta's primary
immediate source of liquidity and are generally maintained at a level adequate
to meet its ongoing needs for liquidity. Bank Atlanta also maintains a federal
funds purchase line totaling approximately $4.1 million with a correspondent
bank to further facilitate liquidity needs.
As of June 30, 1999 and December 31, 1998, Bank Atlanta's liquidity ratio
was approximately 33%, and Bank Atlanta had no borrowings outstanding under its
federal funds purchase line. Bank Atlanta monitors its assets and liabilities
in an effort to provide for proper balance between liquidity, safety, and
profitability.
The liquidity position of Bank Atlanta is significantly affected by the
loan to deposit ratio. Bank Atlanta monitors its loan to deposit ratio on a
daily basis and targets a ratio of 75%. At June 30, 1999 and December 31, 1998
the loan to deposit ratio was 77.20% and 77.85%, respectively.
15
<PAGE>
Capital Resources. For the dates shown below, Bank Atlanta had capital in
excess of regulatory minimums. As of June 30, 1999, stockholders' equity
increased by $463,000 or 6.33% to $7,771,000 compared to December 31, 1998. The
increase in capital was due to earnings of $597,000 offset by unrealized losses
of $159,000 in securities available-for-sale, net of tax. In addition, during
1999, stock options previously granted were exercised, resulting in an increase
of $25,000 in capital.
The table below shows capital ratios for Bank Atlanta as of June 30, 1999
and December 31, 1998:
<TABLE>
<CAPTION>
Minimum Capital Requirements Actual Capital Ratios
---------------------------- ---------------------
June 30, 1999 December 31, 1998
-------------- ------------------
<S> <C> <C>
Tier 1 Capital to Risk-based
Assets: 4% 12.25% (1) 11.72% (1)
Total Capital to Risk-based
Assets: 8% 13.50% (2) 12.97% (2)
Leverage Ratio (Tier 1 Capital to
Average Total Assets): 4% 9.87% (3) 9.24% (3)
</TABLE>
(1) Minimum for "well-capitalized" = 6%
(2) Minimum for "well-capitalized" = 10%
(3) Minimum for "well-capitalized" = 5%
The Year 2000 Issue. The year 2000 issue, which was discussed in detail
in the proxy statement/prospectus dated August 12, 1999, concerns the potential
inability of computer systems or any equipment with computer chips to recognize
the year 2000. On January 1, 2000, any clock or date recording mechanism,
including date sensitive software, which uses only two digits rather than four
to represent the year may recognize a date using "00" as the year 1900 rather
than the year 2000. For example, computer systems may compute payment,
interest, delinquency or other amounts important to Bank Atlanta's operations
based on the wrong date. This could result in system failures or miscalculations
that cause disruption of operations, including, among other things, a temporary
inability to process transactions, send invoices, or perform similar tasks.
Year 2000 problems could have a material adverse effect on Bank Atlanta's
operations if interest accruals on loans and deposits are not calculated
properly. Additionally, system failures could result in a disruption of
business which in turn could cause Bank Atlanta to lose a significant portion of
its customer base and could result in material adverse consequences for Bank
Atlanta.
16
<PAGE>
Bank Atlanta presently believes that, with modifications to its computer
systems and the conversion to new systems, the year 2000 issue will not pose
significant operational problems for Bank Atlanta or have a material adverse
effect on future operating results. However, Bank Atlanta can give no assurance
that the modifications and conversions will remedy all deficiencies, that
failure of any of Bank Atlanta's systems will not have a material impact on
operations, or that failure of any other companies' systems with whom Bank
Atlanta conducts business will not have a material impact on Bank Atlanta's
operations.
Bank Atlanta's Board of Directors approved a budget of $80,000 to address
year 2000 issues, consisting mainly of new hardware and software systems. The
budget is subject to continuous review and amendment. Management does not
expect the cost of remediation to vary significantly from the present budget.
As of June 30, 1999, approximately $77,561 of costs had been incurred by Bank
Atlanta with respect to year 2000 issues.
The costs of the year 2000 project are based upon management's best
estimates, which it derived utilizing assumptions of future events including the
continued availability of resources, third party modification plans and other
factors. Bank Atlanta can give no guarantee that these estimates will be
achieved, and actual results could differ materially from those planned.
Specific factors that might cause material differences from Bank Atlanta's
estimates include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and corect all relevant
computer codes, and similar uncertainties.
Bank Atlanta is not aware of any known trends, events or uncertainties,
other than the effect of the events described above, that will have or that are
reasonably likely to have a material effect on its liquidity, capital resources
or operations. Bank Atlanta is also not aware of any current recommendations by
its regulatory authorities which, if they were implemented, would have such an
effect.
Financial Condition. Total assets of Bank Atlanta increased to $83,644,000
at June 30, 1999 from $79,447,000 at December 31, 1998 or a $4,197,000 increase,
which approximates a 5.30% growth rate for 1999. This growth has been funded by
increases in deposits of $4,301,000 for the six months ended June 30, 1999.
Average earning assets totaled approximately $78,100,000 for the first six
months of 1999, which represents a 8.89% increase over the 1998 average. The
increase was mainly in federal funds sold, which increased to an average balance
of $10,094,000 as of June 30, 1999 from an average balance of $4,150,000 as of
December 31, 1998, or a 143% increase.
Earning assets are funded primarily from deposit accounts obtained from
Bank Atlanta's geographic trade area. Average deposits approximated $71,286,000
during the first six months of 1999 compared to $65,954,000 during 1998. Of the
average deposits, approximately $64,314,000 and $58,379,000 were interest
bearing deposits during 1999 and 1998, respectively. The growth in average
deposits was concentrated in time deposits and is a result of several deposit
campaigns to attract new time deposits to keep pace with Bank Atlanta's loan
demand.
17
<PAGE>
Securities Portfolio. Bank Atlanta generally intends to hold all
securities purchased to maturity. However, market conditions may from time to
time warrant the sale of securities prior to maturity. Therefore, Bank Atlanta
has classified 74% of securities as of June 30, 1999 as available-for-sale in
accordance with Statement of Financial Accounting Standards No. 115. As of
December 31, 1998, the ratio of available-for-sale securities to total
securities was 66%.
At June 30, 1999, securities (including overnight Federal funds sold)
represented 28.91% of earning assets as compared to 28.10% at December 31, 1998.
Securities with a carrying value of $1,491,000 and $2,520,000 at June 30, 1999
and December 31, 1998, respectively, were pledged to secure public deposits and
for other purposes. As of June 30, 1999, holdings of securities and Federal
funds sold increased $2,036,000 or 9.53% over December 31, 1998 as a result of a
decreasing loan portfolio.
Unrealized losses on securities available for sale amounted to
approximately $251,000 and $10,000 at June 30, 1999 and December 31, 1998,
respectively. The depreciation in the value of the available for sale portfolio
was due to the rising interest rate environment during 1999, coupled with a
longer weighted average life in the U.S. Agency portfolio.
Loan Portfolio. Loans are the single largest component of earning assets,
as well as the highest yielding component. At June 30, 1999 and December 31,
1998, respectively, loans represented 71.09% and 71.90% of total earning assets
and 68.80% and 68.83% of total assets. Total loans increased $2,867,000 or
5.24% during the first six months of 1999, compared to an increase of $4,126,000
or 8.16% in 1998. The increases in 1999 and 1998 were concentrated in
commercial and real estate lending.
During 1998, Bank Atlanta experienced turnover in several key positions,
including the president, the construction lender, and the SBA loan originator.
As a result, loan production declined during 1998 due to Bank Atlanta's focus on
management transition. The budgeted loan production for 1998 in the
construction and SBA areas was a combined $35,550,000 compared to actual
combined production of $22,270,000.
Bank Atlanta's loan portfolio has a concentration in loans secured by real
estate. Real estate loans consist primarily of real estate mortgages and real
estate construction projects. Bank Atlanta's other loan concentration is in
commercial and industrial loans, which are made primarily to businesses in
Decatur, Georgia and the surrounding metro Atlanta area. Management is not
aware of any additional concentration.
Risk Elements and Nonperforming Loans. At June 30, 1999, past due loans
over 30 days totaled approximately $495,000 or .86% of loans outstanding
compared to $810,000 or 1.48% at December 31, 1998. All loans which are 90 days
delinquent are placed on non-accrual status unless the loan is fully secured by
marketable collateral. Loans are charged-off when losses are identified. Loans
past due 90 days or more and still accruing totaled approximately $6,000 as of
December 31, 1998, which represents 0.01% of outstanding loans. As of June 30,
1999, there were no loans past due 90 days or more and still accruing.
18
<PAGE>
Management considers all nonaccrual loans to be impaired in accordance with
Statement of Financial Accounting Standards No. 114 and No. 118. Loans past due
greater than 90 days and still accruing represent those loans which have
adequate collateral values, therefore minimizing the risk of loss of principal.
As a result of management's ongoing review of the loan portfolio, loans are
classified as nonaccrual when it is not reasonable to expect collection of
interest or principal under the original terms of the loan. These loans may be
classified as nonaccrual even though the presence of collateral or the
borrower's financial strength may be sufficient to provide for ultimate
repayment of the principal. No loans were classified as restructured as of June
30, 1999 or as of December 31, 1998. There were no loans classified as
nonaccrual as of December 31, 1998 and $83,000 was classified as nonaccrual as
of June 30, 1999. There was no interest lost during the year ended 1998 as a
result of loans on nonaccrual status. All interest on previously classified
nonaccrual loans was collected.
Properties held in foreclosure, or other real estate owned, totaled
approximately $142,000 as of December 31, 1998. There were no properties held
in other real estate owned as of June 30, 1999.
In the opinion of management, any loans classified by regulatory
authorities as doubtful, substandard or special mention that have not been
disclosed above do not (1) represent or result from trends or uncertainties
which management reasonably expects will materially impact future operating
results, liquidity or capital resources, or (2) represent material credits about
which management is aware of any information which causes management to have
serious doubts as to the ability of the borrowers to comply with the loan
repayment terms. Any loans classified by regulatory authorities as loss have
been charged off.
Commitments and Lines of Credit. In the ordinary course of business, Bank
Atlanta has granted commitments to extend credit and standby letters of credit
to approved customers. Generally, these commitments to extend credit have been
granted on a temporary basis for seasonal or inventory requirements and have
been approved by Bank Atlanta's Board of Directors. These commitments are
recorded in the financial statements when funds are disbursed or the financial
instruments become payable. Bank Atlanta uses the same credit policies for
these off balance sheet commitments as it does for financial instruments that
are recorded in the financial statements. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee.
Since many of the commitment amounts expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. As of
June 30, 1999, commitments and standby letters of credit totaled approximately
$14,848,000 as compared to $13,008,000 as of December 31, 1998.
Summary of Loan Loss Experience. The allowance for possible loan losses is
created by direct charges to operations. Losses on loans are charged against
the allowance in the period in which the loans, in management's opinion, become
uncollectible. Recoveries during the period are credited to the allowance. The
factors that influence management's judgment in determining the amount charged
to operating expense are past loan loss experience, composition of the loan
portfolio, evaluation of possible future losses, current economic conditions,
and other relevant facts. Bank Atlanta's allowance for loan losses was
approximately $1,068,000 or 1.86% of total loans at June 30, 1999 compared with
$981,000 or 1.79% of total loans at December 31,
19
<PAGE>
1998. Management reviews the allowance for loan losses monthly, taking into
consideration its evaluation of current risk characteristics of the loan
portfolio, as well as the impact of prevailing and expected economic business
conditions. Management considers the allowance for loan loss adequate to cover
possible loan losses on the loans outstanding.
Management has not specifically allocated Bank Atlanta's allowance for loan
losses to categories of loans. Based on management's best estimate,
approximately 73% of the allowance should be allocated to real estate loans, 25%
to commercial and industrial loans and 2% to consumer loans as of December 31,
1998.
The following table summarizes average loan balances for each year ended
December 31, 1998 and 1997 and for the six months ended June 30, 1999, changes
in the allowance for loan losses arising from loans charged off, recoveries on
loans previously charged off, additions to the allowance which have been charged
to operating expense, and the ratio of net charge-offs during the period to
average loans.
20
<PAGE>
<TABLE>
<CAPTION>
June 30, December 31,
-------- -----------------
<S> <C> <C> <C>
1999 1998 1997
------- ------- -------
(Dollars in Thousands)
Average amount of loans outstanding $53,614 $55,969 $42,187
======= ======= =======
Balance of allowance for loan losses at
beginning of period $ 981 $ 849 $ 613
Charge offs:
Consumer -- 33 -
Real estate -- 69 90
Commercial -- 94 46
------- ------- -------
-- 196 136
------- ------- -------
Recoveries:
Consumer -- 12 2
Real estate 10 14 17
Commercial 7 7 3
------- ------- -------
17 33 22
------- ------- -------
Net (charge-offs), recoveries 17 (163) (114)
------- ------- -------
Additions to allowance charged to operating
expense during year 70 295 350
------- ------- -------
Balance of allowance for loan losses at end of period $ 1,068 $ 981 $ 849
======= ======= =======
Ratio of net loans (charged off) recovered during
the period to average loans outstanding .03% (.29)% (.27)%
======= ======= =======
</TABLE>
Deposits. Total deposits continued to grow during the first six months of
1999 to a level of $74,542,000 from $70,241,000 as of December 31, 1998, which
represents a 6.12% increase. The growth in deposits during 1999 was due to
several deposit growth campaigns which generated additional NOW and money market
accounts. These deposit types increased from $6,305,000 at December 31, 1998 to
$10,333,000 at June 30, 1999, which is an increase of $4,028,000 or 64%.
Results of Operations--Three and Six Months Ended June 30, 1999 versus
Three and Six Months Ended June 30, 1998. Net income for the six months ended
June 30, 1999 was $597,000 compared to $712,000 for the same period in 1998,
which is a decrease of $115,000 or 16.15%. Net income for the second quarter of
1999 was $254,000 compared to $393,000 during the second quarter of 1998, which
is a decrease of $139,000 or 35.37%. As discussed below, these decreases are
the result of lower interest margins and a decrease in other income related to
the sale of loans.
Net interest income for the six months ended June 30, 1999 as compared to
the same period for 1998 decreased $131,000, which was attributed to an increase
in interest expense of
21
<PAGE>
$177,000, partially offset by an increase in interest income of $46,000. The
yield on interest earning assets was 8.57% and 9.76% for the six months ended
June 30, 1999 and 1998, respectively. Bank Atlanta's cost of funds was 5.25% and
5.52% for the same time periods. These yields resulted in a net interest spread
of 3.32% and 4.24% as of June 30, 1999 and 1998 and a net interest margin of
4.25% and 5.29% for the same time periods, respectively. The reduction in the
interest spread from 1998 to 1999 is the result of earning assets moving from
higher yielding loans into lower yielding securities and federal funds sold.
Average federal funds sold increased to $10,094,000 for the six month period
ended June 30, 1999 compared to $2,106,000 for the same time period in 1998.
Similar trends were experienced during the second quarter of 1999 compared to
the second quarter of 1998. The net interest spread for the second quarter of
1999 was 3.37% compared to 4.38% for the same time period during 1998. The net
interest margin was 4.28% and 5.42% for the second quarters of 1999 and 1998,
respectively.
The provision for loan losses for the six months ended June 30, 1999 was
$70,000 compared to $155,000 for the same period in 1998. The decrease is due
to net recoveries of loans previously charged off, which were approximately
$17,000 during the first six months of 1999. During the first six months of
1998, Bank Atlanta had net charge-offs of $19,000. In addition, the allowance
for loan loss as a percentage of total outstanding loans was 1.86% at June 30,
1999 compared to 1.73% at June 30, 1998, thus further reducing the need for
additional provisions.
Other income decreased $106,000 for the six months ended June 30, 1999
compared to the same period in 1998. The change is due primarily to decreases
in premiums on sales of SBA loans of $115,000. Premiums on sales of SBA loans
increased sharply during the second quarter of 1998. Approximately $89,000 of
premiums were recorded in the second quarter of 1998 versus $11,000 during the
second quarter of 1999.
Noninterest expense increased $141,000 or 17.13% for the six months ended
June 30, 1999 compared to the same period in 1998. This change is primarily due
to increases in salaries and employee benefits of $52,000, professional fees of
$41,500, and data processing expenses of $37,000. The increase in salaries and
employee benefits is due to the replacement of vacant staff positions. The
increase in professional fees is due to merger related expenses expensed
primarily during the second quarter of 1999. The increase in data processing
fees is due primarily to a data processing system conversion which occurred
during the first quarter of 1999.
Bank Atlanta recognized an income tax provision of $172,665 for the six
months ended June 30, 1999, compared to $350,000 for the same period in 1998.
The provisions resulted in a 22% and 33% effective tax rate for the periods
ended June 30, 1999 and 1998, respectively. The decrease in the effective tax
rate is due to the recognition in 1999 of a valuation allowance recorded against
Bank Atlanta's deferred tax assets previously recorded for operating loss
carryforwards. As of January 1, 1999, Bank Atlanta determined that the
valuation allowance was no longer needed. The valuation allowance at December
31, 1998 totaled $208,000 and is being recognized as a reduction of income tax
expense at a rate of approximately $16,000 per month during 1999.
22
<PAGE>
BANK ATLANTA
Unaudited Financial Statements
June 30, 1999
- -------------------------------------------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Balance Sheets - June 30, 1999 and December 31, 1998.................................... F-2
Statements of Income - Three and Six Months Ended June 30, 1999 and 1998................ F-3
Statements of Comprehensive Income - Three and Six Months Ended June 30, 1999 and 1998.. F-4
Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998...................... F-5 - 6
Notes to Financial Statements........................................................... F-7
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
BANK ATLANTA
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(Unaudited)
- ------------------------------------------------------------------------------------------------
Assets 1999 1998
------ ----------- ------------
<S> <C> <C>
Cash and due from banks $ 1,615,037 $ 2,387,314
Federal funds sold 8,720,000 8,950,000
Securities available-for-sale 10,891,169 8,210,304
Securities held-to-maturity 3,790,246 4,205,124
Loans 57,547,081 54,680,499
Less allowance for loan losses 1,067,661 981,153
----------- -----------
Loans, net 56,479,420 53,699,346
Premises and equipment 1,194,408 1,085,535
Other assets 953,669 908,920
----------- -----------
Total assets $83,643,949 $79,446,543
=========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Noninterest-bearing demand $ 7,335,798 $ 6,607,940
Interest-bearing demand 10,332,508 6,305,069
Savings 407,019 493,436
Time, $100,000 and over 15,127,229 14,531,712
Other time 41,339,778 42,303,090
------------ -----------
Total deposits 74,542,332 70,241,247
Other liabilities 1,331,025 1,897,239
------------ -----------
Total liabilities 75,873,357 72,138,486
------------ -----------
Commitments and contingent liabilities
Stockholders' equity
Common stock, par value $1; 10,000,000 shares
authorized; 711,010 and 707,344 issued and outstanding 711,010 707,344
Capital surplus 5,004,633 4,983,827
Retained earnings 2,220,826 1,623,663
Accumulated other comprehensive loss (165,877) (6,777)
------------ -----------
Total stockholders' equity 7,770,592 7,308,057
------------ -----------
Total liabilities and stockholders' equity $83,643,949 $79,446,543
=========== ===========
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
BANK ATLANTA
STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, 1999 AND 1998 AND
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1999 1998 1999 1998
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Interest income
Loans $1,352,833 $1,493,830 $2,712,356 $2,919,763
Taxable securities 174,165 131,090 338,625 277,073
Nontaxable securities 32,954 26,507 66,011 49,176
Federal funds sold 111,055 10,103 231,482 56,527
----------- ---------- ---------- ----------
Total interest income 1,671,007 1,661,530 3,348,474 3,302,539
----------- ---------- ---------- ----------
Interest expense
Deposits 835,193 742,941 1,689,276 1,506,517
Other borrowings 0 6,115 0 6,115
----------- ---------- ---------- ----------
835,193 749,056 1,689,276 1,512,632
----------- ---------- ---------- ----------
Net interest income 835,814 912,474 1,659,198 1,789,907
Provision for loan losses 70,000 80,000 70,000 155,000
----------- ---------- ---------- ----------
Net interest income after
provision for loan losses 765,814 832,474 1,589,198 1,634,907
----------- ---------- ---------- ----------
Other income
Service charges on deposit accounts 29,416 22,812 59,510 47,318
Other operating income 34,225 151,938 83,133 201,490
----------- ---------- ---------- ----------
63,641 174,750 142,643 248,808
----------- ---------- ---------- ----------
Other expenses
Salaries and employee benefits 238,125 203,076 475,074 422,920
Equipment and occupancy expenses 58,574 43,839 104,862 89,072
Other operating expenses 209,398 181,829 382,077 309,314
----------- ---------- ---------- ----------
506,097 428,744 962,013 821,306
----------- ---------- ---------- ----------
Net income before income taxes 323,358 578,480 769,828 1,062,409
Income tax expense 69,665 185,000 172,665 350,000
----------- ---------- ---------- ----------
Net income $ 253,693 $ 393,480 $ 597,163 $ 712,409
=========== ========== ========== ============
Basic earnings per common share $ 0.36 $ 0.56 $ 0.84 $ 1.02
=========== ========== ========== ============
Diluted earnings per common share $ 0.35 $ 0.55 $ 0.81 $ 0.99
=========== ========== ========== ============
Weighted average shares outstanding $ 709,380 $ 697,344 $ 710,399 $ 697,344
========== ========== ========== ============
Cash dividends per common share $ 0 $ 0 $ 0 $ 0
========== ========== ========== ============
See notes to financial statements.
</TABLE>
F-3
<PAGE>
BANK ATLANTA
STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED JUNE 30, 1999 AND 1998 AND
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 253,693 $393,480 $ 597,163 $712,409
Other comprehensive income:
Unrealized gains (losses) on securities
available-for-sale:
Unrealized holding gains (losses) arising
during period, net of taxes (101,266) (1,075) (159,100) 1,489
Reclassification adjustment for gains
realized in net income, net of tax 0 834 0 (1,310)
--------- -------- --------- --------
Other comprehensive income (loss) (101,266) (241) (159,100) 179
--------- -------- --------- --------
Comprehensive income $ 152,427 $393,239 $ 438,063 $712,588
========= ======== ========= ========
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
BANK ATLANTA
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
1999 1998
------------ -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 597,163 $ 712,409
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 52,874 41,424
Provision for loan losses 70,000 155,000
Increase in interest receivable (3,937) (53,895)
Decrease in interest payable (238,690) (200,809)
Other operating activities (358,136) (77,221)
----------- -----------
Net cash provided by operating activities 119,274 576,908
----------- -----------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (4,518,818) (1,772,000)
Proceeds from maturities of securities available-for-sale 1,596,892 1,991,660
Purchases of securities held-to-maturity 0 (1,675,000)
Proceeds from maturities of securities held-to-maturity 414,878 824,211
Net decrease in Federal funds sold 230,000 5,140,000
Net increase in loans (2,850,074) (6,721,122)
Purchase of premises and equipment (161,747) (14,382)
Disposal of other real estate owned 142,495 381,444
----------- -----------
Net cash used in investing activities (5,146,374) (1,845,189)
----------- -----------
FINANCING ACTIVITIES
Net increase in deposits 4,301,085 1,648,695
Issuance of common stock 24,472 0
Dividends paid (70,734) 0
----------- -----------
Net cash provided by financing activities 4,254,823 1,648,695
----------- -----------
Net increase (decrease) in cash and due from banks (772,277) 380,414
Cash and due from banks at beginning of period 2,387,314 1,929,554
----------- -----------
Cash and due from banks at end of period $ 1,615,037 $ 2,309,968
=========== ===========
</TABLE>
F-5
<PAGE>
BANK ATLANTA
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
1999 1998
------------ -----------
<S> <C> <C>
CASH FLOW INFORMATION
Cash paid during the period for:
Interest $1,927,966 $1,713,441
Income taxes $ 321,287 $ 438,605
NONCASH INVESTING TRANSACTIONS
Unrealized (gains) losses on securities available-for-sale $ 241,061 $ (271)
</TABLE>
See Notes to Financial Statements.
F-6
<PAGE>
BANK ATLANTA
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim period.
The results of operations for the six-month period ended June 30, 1999
are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. Bank Atlanta expects to adopt this
statement effective January 1, 2000. SFAS No. 133 requires Bank
Atlanta to recognize all derivatives as either assets or liabilities
in the balance sheet at fair value. For derivatives that are not
designated as hedges, the gain or loss must be recognized in earnings
in the period of change. For derivatives that are designated as
hedges, changes in the fair value of the hedged assets, liabilities,
or firm commitments must be recognized in earnings or recognized in
other comprehensive income until the hedged item is recognized in
earnings, depending on the nature of the hedge. The ineffective
portion of a derivative's change in fair value must be recognized in
earnings immediately. Management does not believe the adoption of SFAS
No. 133 will have a material effect on Bank Atlanta's earnings or
financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on Bank Atlanta's financial
statements.
F-7
<PAGE>
APPENDIX A
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment (the "First Amendment") to Agreement and Plan of
Reorganization (the "Agreement"), dated May 20, 1999, by and between Premier
Bancshares, Inc. ("Premier"), PMB Acquisition Corp. II ("PMB") and Bank Atlanta
("Bank Atlanta"), is made and entered into as of the 14th day of September,
1999. Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings ascribed to them in the Agreement.
WHEREAS, the parties desire to amend the Agreement for the purpose of
amending the definition of Exchange Ratio contained in the Agreement, and to
obtain support agreements and affiliate agreements from certain Affiliates of
Bank Atlanta; and
WHEREAS, the Boards of Directors of Premier, PMB and Bank Atlanta have
approved the Agreement and this First Amendment;
NOW, THEREFORE, in consideration of the premises, mutual covenants,
and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, and for the purpose of amending the Agreement, Premier, PMB and
Bank Atlanta agree as follows:
1. That Section 3.1(c) of the Agreement be deleted in its entirety
and the following new Section 3.1(c) shall be inserted in lieu thereof:
(c) Each share of Bank Atlanta Common Stock (excluding shares
held by Bank Atlanta or by any Premier Company, which shares shall be
canceled as provided in Section 3.3 of this Agreement, in each case
other than in a fiduciary capacity or in satisfaction of debts
previously contracted) issued and outstanding at the Effective Time
shall cease to be outstanding and shall be converted into and
exchanged for the right to receive 1.4375 shares of Premier Common
Stock (the "Exchange Ratio").
2. That Section 3.1(d) of the Agreement be deleted in its entirety.
3. That Section 10.1(j) of the Agreement be deleted in its entirety.
4. That each of Albert M. Ashkouti and Diane M. Ashkouti shall
execute and deliver to Premier a support agreement dated as of the date hereof,
in substantially the form of Exhibit 1 to this First Amendment, and an affiliate
---------
agreement dated as of the date hereof, in substantially the form of Exhibit 1 to
---------
the Agreement.
A-1
<PAGE>
Except as specifically amended herein the Agreement shall otherwise
remain in full force and effect.
The parties further agree that this First Amendment may be signed in
any number of counterparts and delivery of such counterparts may be effected by
a facsimile transmission thereof; and any such facsimile counterpart shall be
deemed to be an original, with the same effect as if the signatures thereto were
upon the same original document.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their duly authorized officers as of the date first shown above.
Attest: PREMIER BANCSHARES, INC.
/s/ Barbara H. Burtt /s/ Darrell D. Pittard
- -------------------- ----------------------
Barbara J. Burtt, Secretary Darrell D. Pittard, Chairman and Chief
Executive Officer
[CORPORATE SEAL]
Attest: BANK ATLANTA
/s/ James B. Hendry, Jr. /s/ William Zachary, Jr.
- ------------------------ ------------------------
James B. Hendry, Jr., President William Zachary, Jr., Chairman of the Board
[BANK SEAL]
Attest: PMB ACQUISITION CORP.
/s/ Barbara J. Burtt /s/ Darrell D. Pittard
- -------------------- ----------------------
Barbara J. Burtt, Secretary Darrell D. Pittard, Chairman and Chief
Executive Officer
[CORPORATE SEAL]
A-2
<PAGE>
EXHIBIT 1
---------
SUPPORT AGREEMENT
-----------------
THIS SUPPORT AGREEMENT ("Agreement") is made and entered into as of
the 14th day of September, 1999, by and between the undersigned,
_____________________, a resident of ____________, Georgia, Bank Atlanta, a
commercial bank organized and existing under the laws of the State of Georgia
("Bank Atlanta"), and Premier Bancshares, Inc., a corporation organized and
existing under the laws of the State of Georgia ("Premier").
Premier, PMB Acquisition Corp. II ("PMB") and Bank Atlanta have
entered into an Agreement and Plan of Reorganization, dated as of May 20, 1999,
as amended on September 14, 1999 (the "Merger Agreement"). The Merger Agreement
generally provides for the merger of PMB into Bank Atlanta (the "Merger") and
the conversion of the issued and outstanding shares of the $5.00 par value
common stock of Bank Atlanta ("Bank Atlanta Common Stock") into shares of the
$1.00 par value common stock of Premier. The Merger Agreement is subject to the
affirmative vote of the shareholders of Bank Atlanta, the receipt of certain
regulatory approvals, and the satisfaction of other conditions.
The undersigned is an Affiliate (as defined in the Merger Agreement)
of Bank Atlanta and is the owner of ________ shares of Bank Atlanta Common Stock
and has rights by option or otherwise to acquire _______ additional shares of
Bank Atlanta Common Stock (collectively, the "Shares"). In order to induce
Premier and Bank Atlanta to enter into the Merger Agreement, the undersigned is
entering into this Agreement with Premier and Bank Atlanta to set forth certain
terms and conditions governing the actions to be taken by the undersigned solely
in his capacity as a shareholder of Bank Atlanta with respect to the Shares
until consummation of the Merger.
NOW, THEREFORE, in consideration of the transactions contemplated by
the Merger Agreement and the mutual promises and covenants contained herein, the
parties agree as follows:
1. Without the prior written consent of Premier, which consent shall
not be unreasonably withheld, the undersigned shall not transfer, sell, assign,
convey, or encumber any of the Shares during the term of this Agreement except
for transfers (i) by operation of law, by will, or pursuant to the laws of
descent and distribution, (ii) in which the transferee shall agree in writing to
be bound by the provisions of paragraphs 1, 2, and 3 of this Agreement as fully
as the undersigned, or (iii) to Premier pursuant to the terms of the Merger
Agreement. Without limiting the generality of the foregoing, the undersigned
shall not grant to any party any option or right to purchase the Shares or any
interest therein. Further, except with respect to the Merger, the undersigned
shall not
A-3
<PAGE>
during the term of this Agreement approve or ratify any agreement or contract
pursuant to which the Shares would be transferred to any other party as a result
of a consolidation, merger, share exchange, or acquisition.
2. The undersigned intends to, and will, vote (or cause to be voted)
all of the Shares over which the undersigned has voting authority (other than in
a fiduciary capacity) in favor of the Merger Agreement and the Merger at any
meeting of shareholders of Bank Atlanta called to vote on the Merger Agreement
or the Merger or the adjournment thereof or in any other circumstance upon which
a vote, consent, or other approval with respect to the Merger Agreement or the
Merger is sought. Further, the undersigned intends to, and will, surrender the
certificate or certificates representing the Shares over which the undersigned
has dispositive authority to Premier upon consummation of the Merger as
described in the Merger Agreement and hereby waives any rights of appraisal, or
rights to dissent from the Merger, that the undersigned may have.
3. Except as otherwise provided in this Agreement, at any meeting of
shareholders of Bank Atlanta or at any adjournment thereof or any other
circumstances upon which their vote, consent, or other approval is sought, the
undersigned will vote (or cause to be voted) all of the Shares over which the
undersigned has voting authority (other than in a fiduciary capacity) against
(i) any merger agreement, share exchange, or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantial
assets, merger, recapitalization, dissolution, liquidation, or winding-up of or
by Bank Atlanta or (ii) any amendment of Bank Atlanta's Articles of
Incorporation or Bylaws or other proposal or transaction involving Bank Atlanta
or any of its subsidiaries, which amendment or other proposal or transaction
would in any manner impede, frustrate, prevent, or nullify the Merger, the
Merger Agreement, or any of the other transactions contemplated thereby.
4. The undersigned acknowledges and agrees that Premier and/or Bank
Atlanta could not be made whole by monetary damages in the event of any default
by the undersigned of the terms and conditions set forth in this Agreement. It
is accordingly agreed and understood that Premier and/or Bank Atlanta, in
addition to any other remedy which they may have at law or in equity, shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and specifically to enforce the terms and provisions hereof in any action
instituted in any court of the United States or in any state having appropriate
jurisdiction.
5. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
A-4
<PAGE>
6. The covenants and obligations set forth in this Agreement shall
expire and be of no further force and effect on the earlier of: (i) November 30,
1999, or such date to which the Merger Agreement is extended; or (ii) the date
on which the Merger Agreement is terminated under Section 10.1 thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the undersigned as of the day and year first above written.
As to the undersigned,
signed in the presence of:
________________________________ _________________________________
Name:
_______________________
(Please print or type)
PREMIER BANCSHARES, INC.
By:
______________________________
Darrell D. Pittard, Chairman of the
Board and Chief Executive Officer
BANK ATLANTA
By:
______________________________
William Zachary, Jr.
Chairman of the Board
A-5
<PAGE>
APPENDIX B
September 14, 1999
Board of Directors
Bank Atlanta
1221 Clairmont Road
Decatur, Georgia 30030
Members of the Board:
You have requested our opinion as to the fairness, from a financial point of
view, of the consideration to be received by the shareholders of Bank Atlanta
("Bank Atlanta") under the terms of a certain Agreement and Plan of
Reorganization dated May 20, 1999 (the "Agreement") and First Amendment to
Agreement and Plan of Reorganization dated September 14, 1999 (the "Amendment")
which provides for the acquisition of Bank Atlanta by Premier Bancshares, Inc.
("Premier") (the "Merger"). Under the terms of the Agreement and the Amendment,
each of the outstanding shares of Bank Atlanta common stock shall be converted
into 1.4375 shares of Premier common stock. The foregoing summary of the Merger
is qualified in its entirety by reference to the Agreement and the Amendment.
The Carson Medlin Company is a National Association of Securities Dealers, Inc.
(NASD) member investment banking firm, which specializes in the securities of
southeastern United States financial institutions. As part of our investment
banking activities, we are regularly engaged in the valuation of southeastern
United States financial institutions and transactions relating to their
securities. We regularly publish our research on independent community banks
regarding their financial and stock price performance. We are familiar with the
commercial banking industry in Georgia and the major commercial banks operating
in that market. We have been retained by Bank Atlanta in a financial advisory
capacity to render our opinion hereunder, for which we will receive
compensation.
In reaching our opinion, we have analyzed the respective financial positions,
both current and historical, of Premier and Bank Atlanta. We have reviewed:
(i) the Agreement; (ii) the Amendment; (iii) the annual reports to shareholders
of Premier, including audited financial statements for the five years ended
December 31, 1998; (iv) audited financial statements of Bank Atlanta for the
five years ended December 31, 1998; (v) unaudited interim financial statements
of Bank Atlanta for the six months ended June 30, 1999; (vi) unaudited interim
financial statements of Bank Atlanta for the six months ended June 30, 1999;
(vii) Premier's press releases dated June 21, 1999 and July 9, 1999 relating to
Premier's earnings forecast for 1999; (viii) Premier's press release dated July
28, 1999 relating to the potential merger with BB&T Corporation; and (ix)
certain financial and operating information with respect to the business,
operations and prospects of Premier
B-1
<PAGE>
and Bank Atlanta. We also: (a) reviewed and discussed with members of management
of Premier and Bank Atlanta the historical and current business operations,
financial condition and future prospects of their respective companies; (b)
reviewed the historical market prices and trading activity for the common stocks
of Premier and Bank Atlanta and compared them with those of certain publicly
traded companies which we deemed to be relevant; (c) compared the results of
operations of Premier and Bank Atlanta with those of certain banking companies
which we deemed to be relevant; (d) compared the proposed financial terms of the
Merger with the financial terms, to the extent publicly available, of certain
other recent business combinations of commercial banking organizations; (e)
analyzed the pro forma financial impact of the Merger on Premier; and (f)
conducted such other studies, analyses, inquiries and examinations as we deemed
appropriate.
We have relied upon and assumed, without independent verification, the accuracy
and completeness of all information provided to us. We have not performed or
considered any independent appraisal or evaluation of the assets of Premier or
Bank Atlanta. The opinion we express herein is necessarily based upon market,
economic and other relevant considerations as they exist and can be evaluated as
of the date of this letter.
Based upon the foregoing, it is our opinion that the consideration provided for
in the Agreement and the Amendment is fair, from a financial point of view, to
the shareholders of Bank Atlanta.
Very truly yours,
/s/ The Carson Medlin Company
THE CARSON MEDLIN COMPANY
B-2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The provisions of the Georgia Business Corporation Code and Premier's
Bylaws set forth the extent to which Premier's directors and officers may be
indemnified against liabilities they may incur while serving in such capacities.
Under Premier's Bylaws, Premier 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 Premier,
to the extent that they have been successful, on the merits or otherwise, in
such defense. premier'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 Premier or who, while directors or officers
of Premier, are or were serving at Premier'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 Premier, 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 Premier, however, is
limited to reasonable expenses, including attorneys' fees, incurred in
connection with the proceeding.
Premier must also advance 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
Premier.
Premier may not indemnify a director or officer in connection with a
proceeding by or in the right of Premier in which the director or officer was
adjudged liable to Premier 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 Business Corporation
Code are essentially identical to those set forth above, except that the Georgia
Business Corporation Code permits, but does not require, a corporation to
advance expenses under the circumstances for such payments described above.
Premier maintains an insurance policy insuring Premier and its
directors and officers against certain liabilities, including liabilities under
the Securities Act.
II-1
<PAGE>
Premier's Articles of Incorporation provide that no director of
Premier shall be personally liable to Premier 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
Premier; (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law; (iii) liability for unlawful
distributions; or (iv) any transaction from which the director derived an
improper personal benefit.
Item 21. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
(a) Exhibits.
Exhibit
Number Description of Exhibits
- ----------- -----------------------
<S> <C>
2.1* Agreement and Plan of Reorganization dated April 20, 1999 between Premier, PMB Acquisition Corp. II
and Bank Atlanta
2.2 First Amendment dated September 14, 1999 to Agreement and Plan of Reorganization dated April 20, 1999
between Premier, PMB Acquisition Corp. II and Bank Atlanta (included as Appendix A to the Supplement
included herein)
3.1 Articles of Incorporation of Premier, as amended. (Incorporated by reference as Exhibit 3.1 to
Premier's Form 10-K for the year ended December 31, 1998)
3.2 Bylaws of Premier, as amended. (Incorporated by reference as Exhibit 3.2 from Premier's Form 10-K
for the year ended December 31, 1998)
4.1 Form of Common Stock Certificate. (Incorporated by reference as Exhibit 4.1 to Premier's Form 10-K
for the fiscal year ended December 31, 1996)
4.2 Form of Preferred Stock Certificate. (Incorporated by reference from Exhibit 4.2 to Premier's Form
S-4 Registration Statement No. filed with the SEC on July 12, 1999)
5.1* Legal opinion of Womble Carlyle Sandridge & Rice, PLLC
8.1* Tax opinion of Womble Carlyle Sandridge & Rice, PLLC
21.1* Subsidiaries of Premier
23.1* Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5.1 and 8.1)
23.2 Consent of Ernst & Young LLP (Premier)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
23.3 Consent of Mauldin & Jenkins, LLC (Premier)
23.4 Consent of Porter Keadle Moore LLP (Premier)
23.5 Consent of Porter Keadle Moore LLP (Premier)
23.6 Consent of Mauldin & Jenkins, LLC (Premier)
23.7 Consent of Mauldin & Jenkins, LLC (Premier)
23.8 Consent of Bricker & Melton, P.A. (Premier)
23.9 Consent of Mauldin & Jenkins, LLC (Bank Atlanta)
23.10 Consent of The Carson Medlin Company
24.1* Power of Attorney.
99.1 Proxy Card for Bank Atlanta
</TABLE>
- ----------------
* Previously filed in connection with this registration statement.
(b) Financial Statement Schedules
Schedules are omitted because they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto.
Item 22. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(A) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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 undersigned registrant hereby undertakes as follows: That prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of
II-3
<PAGE>
this registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.
(c) The registrant undertakes that every prospectus (i) that is filed
pursuant to Paragraph (b) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on September 21, 1999.
Premier Bancshares, Inc.
By: /s/ Darrell D. Pittard
------------------------------------
Darrell D. Pittard,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James L. Coxwell, Sr. * Director September 21, 1999
- -----------------------------------------------
James L. Coxwell, Sr.
/s/ William M. Evans, Jr. * Director September 21, 1999
- -----------------------------------------------
William M. Evans, Jr.
/s/ John H. Ferguson * Director September 21, 1999
- -----------------------------------------------
John H. Ferguson
/s/ Robert E. Flourney III * Director September 21, 1999
- -----------------------------------------------
Robert E. Flourney III
/s/ James E. Freeman * Director September 21, 1999
- -----------------------------------------------
James E. Freeman
/s/ A. F. Gandy * Director September 21, 1999
- -----------------------------------------------
A. F. Gandy
/s/ Robin R. Howell * Director September 21, 1999
- -----------------------------------------------
Robin R. Howell
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Billy H. Martin * Director September 21, 1999
- -----------------------------------------------
Billy H. Martin
/s/ C. Steven McQuaig * Director September 21, 1999
- -----------------------------------------------
C. Steven McQuaig
/s/ Robert C. Oliver * Director September 21, 1999
- -----------------------------------------------
Robert C. Oliver
/s/ Thomas E. Owen, Jr. * Director September 21, 1999
- -----------------------------------------------
Thomas E. Owen, Jr.
/s/ Darrell D. Pittard Chairman and Chief Executive Officer (Principal September 21, 1999
- ----------------------------------------------- Executive Officer)
Darrell D. Pittard
/s/ John D. Stephens * Director September 21, 1999
- -----------------------------------------------
John D. Stephens
/s/ James E. Sutherland, Sr. * Director September 21, 1999
- -----------------------------------------------
James E. Sutherland, Sr.
/s/ Michael E. Ricketson * Executive Vice President and Chief Financial September 21, 1999
- ----------------------------------------------- Officer (Principal Financial and Accounting
Michael E. Ricketson Officer)
*By: /s/ Darrell D. Pittard
------------------------------------------
Darrell D. Pittard, as
Attorney-In-Fact
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
23.3 Consent of Mauldin & Jenkins, LLC (Premier)
23.4 Consent of Porter Keadle Moore LLP (Premier)
23.5 Consent of Porter Keadle Moore LLP (Premier)
23.6 Consent of Mauldin & Jenkins, LLC (Premier)
23.7 Consent of Mauldin & Jenkins, LLC (Premier)
23.8 Consent of Bricker & Melton, P.A. (Premier)
23.9 Consent of Mauldin & Jenkins, LLC (Bank Atlanta)
23.10 Consent of The Carson Medlin Company
24.1* Power of Attorney.
99.1 Proxy Card for Bank Atlanta
</TABLE>
- ----------------
* Previously filed in connection with this registration statement.
(b) Financial Statement Schedules
Schedules are omitted because they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto.
Item 22. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(A) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 to Form S-4 No. 333-83191) 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
Atlanta, Georgia
September 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 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
Atlanta, Georgia
September 23, 1999
<PAGE>
EXHIBIT 23.4
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 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. 1 to the
Registration Statement and Prospectus of Premier Bancshares, Inc. on Form S-4
(file no. 333-83191).
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
September 22, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the consolidated
financial statements of Citizens Gwinnett Bancshares, Inc. for the year ended
December 31, 1996, included in the Form 10-K for Premier Bancshares, Inc. for
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Post-effective Amendment No. 1 to the
Registration Statement and Prospectus of Premier Bancshares, Inc. on Form S-4
(file no. 333-83191).
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
September 22, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 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
Atlanta, Georgia
September 23, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 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
Atlanta, Georgia
September 23, 1999
<PAGE>
EXHIBIT 23.8
[LOGO OF BRICKER & MELTON, P.A. APPEARS HERE]
CERTIFIED PUBLIC ACCOUNTANTS
3700 CRESTWOOD PARKWAY
SUITE 590
DULUTH, GEORGIA 30136
(770) 717-1175
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 report on Form 8-K dated April 6, 1999,
April 20, 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, and Registration Statement on Form S-4 dated September 3, 1999,
and Post-Effective Amendment No. 1 to Form S-4 Registration Statement dated
September 22, 1999.
Bricker & Melton, P.A.
Duluth, Georgia
September 22, 1999
FAX (770) 717-8354
MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
SEC PRACTICE SECTION
<PAGE>
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-4, Post-
Effective Amendment No. 1, of our report dated April 15, 1999, except for Note
15 as to which the date is May 20, 1999, relating to the financial statements of
Bank Atlanta, and to the reference to our Firm under the caption "Experts" in
the Prospectus.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
September 21, 1999
<PAGE>
EXHIBIT 23.10
CONSENT OF THE CARSON MEDLIN COMPANY
We hereby consent to the inclusion as Appendix B to the Supplement to the
Prospectus/Proxy Statement constituting part of the Post-Effective Amendment No.
1 to Form S-4 Registration Statement of Premier Bancshares, Inc. of our letter
to the Board of Directors of Bank Atlanta and to the references made to such
letter and to the firm in such Supplement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
/s/ The Carson Medlin Company
---------------------------------------
THE CARSON MEDLIN COMPANY
Tampa, Florida
September 20, 1999
<PAGE>
EXHIBIT 99.1
PROXY BALLOT
BANK ATLANTA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Supplement dated
September __, 1999 to Proxy Statement/Prospectus dated August 12, 1999 and does
hereby appoint James B. Hendry, Jr. and William E. Zachary, Jr. or either of
them with full power of substitution, as proxies of the undersigned to represent
the undersigned and to vote all shares of BANK ATLANTA common stock which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Shareholders of Bank Atlanta, to be held at the executive offices of
Bank Atlanta, 1221 Clairmont Road, Decatur, Georgia 30030, originally scheduled
for September 14, 1999 at 4:00 p.m., as adjourned to October 26, 1999 at 4:00
p.m. local time, and at any adjournment thereof.
PROPOSAL
Proposal to: Approve the Agreement and Plan of Reorganization, dated April 20,
1999, as amended (the "Agreement"), between Premier Bancshares, Inc.
("Premier"), PMB Acquisition Corp. II and Bank Atlanta pursuant to which PMB
Acquisition Corp. II will be merged with and into Bank Atlanta (the "Merger").
Bank Atlanta will be the surviving bank of the Merger and will be operated as a
wholly-owned banking subsidiary of Premier following the effective date of the
Merger. Upon consummation of the Merger, each share of Bank Atlanta common
stock issued and outstanding will be converted into and exchanged for the right
to receive 1.4375 shares of Premier common stock, as described more fully in the
accompanying Supplement and in the Proxy Statement/Prospectus dated August 12,
1999, which has previously been mailed to you.
FOR AGAINST ABSTAIN
- --- --- ---
In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment(s). This
Proxy may be revoked at any time prior to voting hereof.
This Proxy, when properly executed, duly returned and not revoked will
be voted. It will be voted in accordance with the directions given by the
undersigned shareholder. If no direction is made, it will be voted in favor of
the Proposal listed on this Proxy.
Signature(s)
____________________________________
____________________________________
Dated:________________________, 1999
NOTE: Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If the signatory
is a corporation, sign the full corporate
name by a duly authorized officer.
