<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1998
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ____________ to _____________
Commission file number __________________________
A. Full title of the plan and the address of the plan, if different from
that of the issued named below: Premier Bancshares, Inc. 401(k)
Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices: Premier Bancshares, Inc.,
2180 Atlanta Plaza, 950 East Paces Ferry Road, Atlanta, Georgia 30326
<PAGE>
First Alliance/Premier Bancshares
401(k) Savings Plan
Audited Financial Statements and Supplemental Schedules
Year ended December 31, 1998 and as of December 31, 1997
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................... F-1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............. F-2
Statement of Changes in Net Assets Available for Benefits.... F-3
Notes to Financial Statements................................ F-4
Supplemental Schedules
Line 27a--Schedule of Assets Held for Investment Purposes.... F-12
Line 27b--Schedule of Loans or Fixed Income Obligations...... F-16
Line 27d--Schedule of Reportable Transactions................ F-17
Line 27e--Schedule of Non-exempt Transactions................ F-18
</TABLE>
<PAGE>
Report of Independent Auditors
Plan Administrator
First Alliance/Premier Bancshares
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of First Alliance/Premier Bancshares 401(k) Savings Plan as of December 31, 1998
and 1997 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1998. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31,1998 and 1997, and the changes in its net assets available for
benefits for the year ended December31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, loans or fixed income
obligations for the year ended December 31, 1998, reportable transactions for
the year ended December 31, 1998, and schedule of non-exempt transactions for
the year ended December 31, 1998 are presented for purposes of additional
analysis and are not a required part of the financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the historical cost of certain Plan assets
purchased or sold during 1998. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
Atlanta, Georgia
June 23, 1999
F-1
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
---------------------------
1998 1997
---------- ---------
<S> <C> <C>
Assets
Investments, at fair value:
Guaranteed Certificate Funds $ 21,099 $ 17,107
Growth funds 1,045,020 483,395
Growth and income funds 715,985 378,905
Bond funds 157,064 118,948
Aggressive growth funds 1,012,462 625,857
Maxim Money Market Fund 672,065 312,461
Profile Series Funds 1,411,977 781,128
American Century Twentieth Century Ultra Fund 567,390 308,367
International funds 359,367 190,836
Premier Bancshares, Inc., common stock 5,624,556 2,871,089
Participant loans 206,697 151,130
----------- ----------
Total investments 11,793,682 6,239,223
----------- ----------
Total assets 11,793,682 6,239,223
Liabilities
Payables:
Refunds payable -- 7,321
----------- ----------
Total liabilities -- 7,321
----------- ----------
Net assets available for benefits $11,793,682 $6,231,902
=========== ==========
</TABLE>
See accompanying notes.
F-2
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1998
<TABLE>
<S> <C>
Additions:
Participants' contributions $ 1,683,493
Employer's contribution 1,221,586
-----------
Total contributions 2,905,079
Investment income:
Interest and dividends 81,245
Net appreciation in fair value of investments 2,203,492
-----------
Total additions 5,189,816
Deductions:
Benefit payments (1,407,971)
Transfer from related plans 1,779,935
-----------
Net increase in net assets available for benefits 5,561,780
Net assets available for benefits:
Beginning of the year 6,231,902
-----------
End of the year $11,793,682
===========
</TABLE>
See accompanying notes.
F-3
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Financial Statements
December 31, 1998
1. Description of Plan
The following description of the First Alliance/Premier Bancshares 401(k)
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Summary Plan Description for a more complete description of the
Plan's provisions.
General
The Plan is designed for the benefit of employees of Premier Bancshares, Inc.
and subsidiaries (the "Company"). The Plan is a defined contribution plan and is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Plan was established on January 1, 1987 and
amended effective January 1, 1997. Great-West Life and Annuity Insurance Company
(the "custodian") serves as custodian of the Plan's investment assets. Under the
provisions of the Plan, participants may defer compensation into the Plan on a
before-tax payroll deduction basis pursuant to the provisions of Section 401(k)
of the Internal Revenue Code.
In 1998, the Company merged the Citizens Bank of Gwinnett 401(k) Savings and
Employee Stock Ownership Plan (the "CBG Plan") and the Traditional Mortgage
401(k) Plan (the "TM 401(k) Plan") into the Plan. The net assets of the CBG and
TM 401(k) Plans were sold at fair value and the funds were allocated by the
custodian to the participant accounts in accordance with the direction of the
participants. Such contributed funds from merged entities totaled $1,779,935
for 1998.
Eligibility
The Plan covers all employees of the Company who have at least three months of
service and are age twenty-one or older.
Contributions
Each year, participants may contribute up to 20 percent of their pretax annual
compensation, as defined by the Plan agreement plus up to 100% of any Company
paid cash bonus. All contributions are subject to Internal Revenue Code (the
"Code") limitations. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans. The
Company contributes 75 percent of the first 4% of base compensation that a
participant contributes to the Plan. Additional amounts may be contributed at
the discretion of the Company's board of directors.
F-4
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
Participants may direct participant and the Company's matching and discretionary
contributions to various fund options provided by the custodian. Such
investment funds with similar investment objectives have been combined for
financial statement presentation. The earnings of the combined funds would not
necessarily be indicative of the earnings for any individual participant.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Participants become fully vested upon attainment of normal retirement
age, early retirement age, death, or disability and upon termination of the
Plan. Vesting in the Company contribution portion of their accounts plus actual
earnings thereon is based on years of continuous service. A participant is 100
percent vested after five years of credited service.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of the Company's contribution and Plan earnings. Allocations are
based on participant earnings or account balances, as defined. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
F-5
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
1. Description of the Plan (continued)
Benefits and Withdrawals
Benefits are available to Plan participants upon reaching the normal retirement
age, death, date of disability, or after termination of service for any other
reason. The participant's entire vested interest in the Plan shall be available
to be distributed in a single lump sum cash payment or several alternative forms
of distribution, as permitted by the Plan. Participant contributions to the Plan
may be withdrawn in cases in which a participant has suffered a financial
hardship as defined by the Code, upon approval by the Plan administrator.
Forfeited Accounts
At December 31, 1998 and 1997, forfeited nonvested accounts totaled $11,516 and
$17,292, respectively. Such amounts are used to reduce future employer
contributions.
Investment Contract with Insurance Company
The Plan has entered into an investment contract with the custodian. The
custodian maintains the contributions to the funds designated under the
investment contract in a pooled account. The Guaranteed Certificate Funds
(Guaranteed Certificate Fund (36M), Guaranteed Certificate Fund (84M), and
Guaranteed Certificate Fund (60M)) provide investors with stable, long-term
investment growth potential. Restrictions are placed on participants with
respect to transfers in and out of these funds.
Participant Loans
The Plan permits participants to borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance. If the Participant's vested account balance is less than or
equal to $20,000, the maximum loan can not exceed the lesser of $10,000 or 100%
of the vested account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant loans fund. Loan terms
range from one to five years, or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's
F-6
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
1. Description of the Plan (continued)
Participant Loans (continued)
account and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan administrator. Principal and interest are paid ratably
through payroll deductions.
Administrative Expenses
All expenses of the Plan, including management fees incurred in administering
the Plan, are paid by the Company.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest income is recorded
as earned. Purchases and sales of securities are recorded on a trade-date basis.
F-7
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation
The fair value of the participation units owned by the Plan in the pooled
separate accounts were based on quoted redemption values. Such redemption values
are generally established based on the quoted market prices of the underlying
securities on the last business day of the Plan year. Assets invested in the
general investment accounts are included in the accompanying statements of net
assets available for benefits at fair value. The contract value approximates
fair value for these assets based on current market rates. Company common stock
is valued at the closing market price on the last business day of the Plan year.
Participant loans are valued at their outstanding balances, which approximate
fair value.
3. Income Tax Status
The Plan has received an opinion letter from the Internal Revenue Service dated
April 21, 1997 stating that the written form of the underlying prototype plan
document is qualified under Section 401(a) of the Internal Revenue Code (the
"Code"), and that any employer adopting this form of the Plan will be considered
to have a plan qualified under Section 401(a) of the Code. Therefore, the
related trust is exempt from taxation. The Plan Sponsor has indicated that it
will take the necessary steps, if any, to maintain the Plan's qualified status.
F-8
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
4. Changes in Net Assets Available for Benefits by Fund Option
For purposes of the following schedule, contributions have been combined with
transfers from related plans as the custodian was not able to provide separate
information. Information regarding changes in investments by fund option for the
year ended December31,1998 is as follows:
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------------------
Great West Life and Annuity Insurance Company
American
Guaranteed Growth and Aggressive Maxim Profile Century
Certificate Growth income Bond growth Money Series Twentieth Century
Funds funds funds funds funds Market Fund Funds Ultra Fund
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions and
transfers from related
plans $ 7,157 $ 288,913 $245,651 $ 64,902 $ 255,492 $1,699,629 $ 488,477 $149,656
Investment income:
Interest and dividends 811 - - - - - - -
Net appreciation in fair
value of investments - 171,786 77,323 5,400 117,903 16,889 140,770 114,635
--------------------------------------------------------------------------------------------------------
Total additions 7,968 460,699 322,974 70,302 373,395 1,716,518 629,247 264,291
Deductions:
Benefit payments (3,976) (35,990) (47,996) (49,932) (40,427) (404,196) (85,516) (38,579)
Inter-fund transfers - - 62,102 17,746 53,637 (952,720) 87,118 33,311
---------------------------------------------------------------------------------------------------------
Net increase in net assets
available for benefits 3,992 561,625 337,080 38,116 386,605 359,604 630,849 259,023
Net assets available for
benefits:
Beginning of the year 17,107 483,395 378,905 118,948 625,857 312,461 781,128 308,367
---------------------------------------------------------------------------------------------------------
End of the year $21,099 $1,045,020 $715,985 $157,064 $1,012,462 $ 672,065 $1,411,977 $567,390
=========================================================================================================
</TABLE>
F-9
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
4. Changes in Net Assets Available for Benefits by Fund Option (continued)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Premier
International Bancshares, Inc. Participant
funds common stock loans Other Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions and transfers from
related plans $ 121,095 $1,353,808 $ 2,913 $ 7,321 $4,685,014
Investment income:
Interest and dividends - 64,666 15,768 - 81,245
Net appreciation in fair
value of investments 52,409 1,506,377 - - 2,203,492
------------------------------------------------------------------------------------------
Total additions 173,504 2,924,851 18,681 7,321 6,969,751
Deductions:
Benefit payments (13,165) (723,829) 36,886 - (1,407,971)
Inter-fund transfers 8,192 552,445 - - -
------------------------------------------------------------------------------------------
Net increase in net
assets available for benefits 168,531 2,753,467 55,567 7,321 5,561,780
Net assets available for
benefits:
Beginning of the year 190,836 2,871,089 151,130 (7,321) 6,231,902
------------------------------------------------------------------------------------------
End of the year $359,367 $5,624,556 $ 206,697 $ - $11,793,682
==========================================================================================
</TABLE>
F-10
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
Notes to Audited Financial Statements (continued)
5. Plan Termination
Although it has not expressed any intention to do so, the Company has the right
under the Plan agreement to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
6. Year 2000 Issue (unaudited)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor anticipates substantially
completing this phase of the project by third quarter 1999. Costs associated
with modifying software and equipment are not estimated to be significant and
will be paid by the Plan Sponsor.
For the second phase of the Project, Plan management established formal
comunications with its third party service providers to determine that they have
developed plans to address their own year 2000 problems as they relate to the
Plan's operations. All third party service providers have indicated that they
will be year 2000 compliant by mid 1999. If modification of data processing
systems of either the Plan, the Plan Sponsor, or its service providers are not
completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a contingency plan,
because they are confident that all systems will be year 2000 ready.
F-11
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No. 001
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description of Investment Cost Value
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Fund
* GW Capital Management, Inc. Maxim Money Market Fund $646,492 $672,065
------------------------
646,492 672,065
Guaranteed Investment Contracts
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 12/31/99, 4.40% 5,758 5,758
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 03/31/00, 4.85% 5,722 5,722
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 06/30/00, 5.10% 1,285 1,285
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 09/30/00, 4.70% 2,213 2,213
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 12/31/00, 4.45% 352 352
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 03/31/01, 4.45% 90 90
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 06/30/01, 4.35% 2,543 2,543
* Great West Life & Annuity Guaranteed Certificate Fund, 36
Insurance Company months maturing 09/30/01, 3.95% 3,109 3,109
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 12/31/01, 4.65% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 03/31/02, 5.10% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 06/30/02, 5.35% 1 1
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 09/30/02, 4.95% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 12/31/02, 4.60% 1 1
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 03/31/03, 4.65% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 06/30/03, 4.40% 2 2
</TABLE>
F-12
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27a - Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description of Investment Cost Value
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Guaranteed Investment Contracts (continued)
* Great West Life & Annuity Guaranteed Certificate Fund, 60
Insurance Company months maturing 09/30/03, 4.20% 1 1
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 12/31/03, 4.80% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 03/31/04, 5.35% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 06/30/04, 5.60% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 09/30/04, 5.10% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 12/31/04, 4.70% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 03/31/05, 4.70% 2 2
* Great West Life & Annuity Guaranteed Certificate Fund, 84
Insurance Company months maturing 06/31/05, 4.35% 2 2
------------------------
21,099 21,099
Aggressive Growth Funds
American Century Investment
Management, Inc. Twentieth Century Ultra Fund 432,886 567,390
AIM Advisors Inc. AIM Constellation Fund 430,093 520,938
* GW Capital Management, Inc. Maxim Small-Cap Index Portfolio 57,983 58,694
* GW Capital Management, Inc. Maxim Growth Index Portfolio 184,686 248,767
Loomis Sayles & Company Maxim Small-Cap Aggressive Growth 196,113 183,651
Portfolio
* GW Capital Management, Inc. Maxim US Government Mortgage
Securities Portfolio 347 412
-------------------------
1,302,108 1,579,852
</TABLE>
F-13
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27a - Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description of Investment Cost Value
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bonds Funds
* GW Capital Management, Inc. Maxim Grade Corporate Bond
Portfolio 17,398 18,306
Loomis Sayles & Company Maxim Corporate Bond Portfolio 47,748 51,397
Putnam Investment Management Putnam Global Government Income
Inc. Fund 51,003 52,175
* GW Capital Management, Inc. Maxim Short-Term Maturity Bond
Portfolio 34,249 35,184
------------------------
150,398 157,064
Growth Funds
Fidelity Management & Fidelity Advisor Growth
Research Co. Opportunities Fund 126,315 157,942
* GW Capital Management, Inc. Orchard Index 500 Fund 232,103 295,328
AIM Advisors Inc. AIM Weingarten Fund 306,868 384,840
Ariel Capital Management Maxim Small-Cap Value Portfolio 18,619 21,246
T. Rowe Price Maxim Mid-Cap Growth Portfolio 160,892 185,664
------------------------
844,797 1,045,020
Growth and Income Funds
Founders Funds Maxim Blue Chip Portfolio 66,828 76,071
AIM Advisors Inc. AIM Charter Fund 130,338 161,769
* GW Capital Management, Inc. Maxim Value Index Portfolio 127,167 148,766
Putnam Investment
Management Inc. Putnam Fund for Growth and Income 212,879 250,177
Fidelity Management &
Research Co. Fidelity Advisor Equity Income Fund 72,296 79,202
------------------------
609,508 715,985
International Funds
Putnam Investment Management Putnam Global Growth Fund 209,035 257,999
Inc.
Loomis Sayles & Company Maxim Foreign Equity Portfolio 5,531 5,802
Fidelity Management & Research Fidelity Advisor Overseas Fund 36,082 38,994
Co.
* GW Capital Management, Inc. Orchard Index Pacific Fund 583 608
* GW Capital Management, Inc. Orchard Index European Fund 51,810 55,964
-------------------------
303,041 359,367
</TABLE>
F-14
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27a - Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description of Investment Cost Value
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Profile Series Funds
* Great West Life and Annuity Insurance Company Profile Series I 315,423 366,352
* Great West Life and Annuity Insurance Company Profile Series II 279,814 319,819
* Great West Life and Annuity Insurance Company Profile Series III 559,304 636,665
* Great West Life and Annuity Insurance Company Profile Series IV 67,989 75,352
* Great West Life and Annuity Insurance Company Profile Series V 13,161 13,789
-------------------------------
1,235,691 1,411,977
* Premier Bancshares, Inc. Common stock 3,528,787 5,624,556
* Participant loans Interest rates ranging from
8.25% to 9.75% - 206,697
-------------------------------
$8,641,921 $11,793,682
===============================
</TABLE>
* Indicates a party in interest to the Plan.
F-15
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27b - Schedule of Loans or Fixed Income Obligations
Year ended December 31, 1998
<TABLE>
<CAPTION>
Amount Received (f) Amount Overdue
(b) (c) During Reporting Year Unpaid -------------------
Identity of Amount of --------------------------- Balance at (g) (h) (i)
(a) Obligor Loan (d) Principal (e) Interest End of Year Description Principal Interest
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* Daniel, Beverly S $1,699 $180 $ 51 $1,519 Issued 10/15/97, 36 months, $146 $ 85
9.5% payable $28.92
semi-monthly
* Foster, Deborah K 5,225 207 122 5,018 Issued 01/15/98, 60 months, 438 319
9.5% payable $54.78
semi-monthly
</TABLE>
- -----------
* Indicates a party-in-interest of the Plan.
F-16
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27d - Schedule of Reportable Transactions
For the year ended December 31, 1998
<TABLE>
<CAPTION>
(h)
Current Value
(c) (d) (g) of Asset on (i)
(a) (b) Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Asset Date or (Loss)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) Series of transactions in excess of 5% of Plan assets.
Premier Bancshares, Inc. Common stock $2,547,362 $ -- $2,547,362 $2,547,362 $ --
Premier Bancshares, Inc. Common stock -- 1,300,272 ** 1,300,272 **
GW Capital Management, Inc Maxim Money Market fund 2,235,715 -- 2,235,715 2,235,715 --
GW Capital Management, Inc Maxim Money Market fund -- 1,876,111 ** 1,876,111 **
</TABLE>
There were no category (i), (ii) or (iv) transactions for the year ended
December 31, 1998.
- ----------------
** Information not available from custodian
Note: The information required by columns (e) and (f) is not applicable.
F-17
<PAGE>
First Alliance/Premier Bancshares 401(k) Savings Plan
EIN: 58-1605170
Plan No.: 001
Line 27e - Schedule of Non-Exempt Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
(c)
(b) Description of Transactions,
(a) Relationship to Plan, including Maturity Date, Rate of
Identity of Party Employer, or Other Interest, Collateral, Par, or
Involved Party-in-Interest Maturity Value
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Premier Bancshares, Inc. Employer/Plan Sponsor Contributions of $11,242 for the
payroll period ended
December 31, 1997 remitted
December 31, 1998
</TABLE>
Note: The information required by columns (d), (e), (f), (g), (h), (i), and (j)
is not applicable.
F-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PREMIER BANCSHARES, INC.
401(K) SAVINGS PLAN
Date: June 30, 1999 By: /s/ MICHAEL E. RICKETSON
_________________ _________________________________
MICHAEL E. RICKETSON,
Chief Financial Officer, Premier
Bancshares, Inc.
