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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): December 3, 1997
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THE BANK HOLDING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Georgia 33-77920 58-2060134
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
201 W. Taylor Street, Griffin, Georgia 30224
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 229-2265
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 3, 1997, The Bank Holding Company ("Registrant") and Premier
Bancshares, Inc. ("Premier") jointly announced that they have executed a
definitive agreement for Premier to acquire all of the outstanding common
stock of the Registrant. The proposed acquisition is subject to
appropriate corporate shareholder and regulatory approvals. The
Registrant's subsidiaries, The Bank of Spalding County and First Community
Bank of Henry County, will continue to operate as separate state-chartered
commercial banks.
Premier Bancshares, Inc. is a bank and thrift holding company with four
subsidiaries operating 29 offices including: Premier Bank, with ten
offices in north metro Atlanta; Central and Southern Bank of Georgia, with
three offices in Milledgeville, Georgia; Central and Southern Bank of North
Georgia, FSB, with three offices in Gainesville, Greensboro, and Winder,
Georgia; and Premier Lending Corporation, a provider of residential
mortgage loans and asset-based commercial finance loans, with ten offices
in the greater metro Atlanta area and three regional satellite offices in
Mobile, Alabama, Jacksonville, Florida, and Charleston, South Carolina.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(C) Exhibits
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99 News release dated December 3, 1997 regarding Registrant
announcing execution of definitive agreement with Premier.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BANK HOLDING COMPANY
(Registrant)
Date: December 9, 1997 By: /s/ Charles B. Blackmon
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Charles B. Blackmon, President and
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT 99
PRESS RELEASE
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Premier Bancshares, Inc.
Darrell D. Pittard, Chairman and Chief Executive Officer
(404) 814-3090
The Bank Holding Company
Charles B. Blackmon, President and Chief Executive Officer
(770) 957-6607
Definitive Agreement Executed - Premier Bancshares, Inc.
to Acquire The Bank Holding Company
Atlanta, GA; December 3, 1997 - Premier Bancshares, Inc. and The Bank Holding
Company today jointly announced that they have executed a definitive agreement
for Premier Bancshares, Inc. to acquire all of the outstanding shares of stock
of The Bank Holding Company.
As outlined in the definitive agreement, Premier Bancshares, Inc. has agreed to
issue approximately 1,517,000 shares of its common stock in exchange for all of
the outstanding shares of common stock of The Bank Holding Company. The value
of the transaction is approximately $32 million based on recent closing prices
for Premier's common stock.
The acquisition, which is subject to regulatory approval and the approval of the
shareholders of The Bank Holding Company, is expected to close in the second
quarter of 1998. This transaction will make Premier Bancshares the fourth
largest full-service bank holding company headquartered in the State of Georgia
with assets in excess of $930 million.
The Bank Holding Company is a privately held two bank holding company with
assets of approximately $130 million. The Company's subsidiaries include First
Community Bank of Henry County which operates two offices in McDonough, Georgia,
and Stockbridge, Georgia, and The Bank of Spalding County which operates one
office in Griffin, Georgia.
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Premier Bancshares, Inc. is a bank and thrift holding company with four
subsidiaries operating 29 offices including: Premier Bank, with ten offices in
north metro Atlanta; Central and Southern Bank of Georgia, with three offices in
Milledgeville, Georgia; Central and Southern Bank of North Georgia, FSB, with
three offices in Gainesville, Greensboro, and Winder, Georgia; and Premier
Lending Corporation, a provider of residential mortgage loans and asset-based
commercial finance loans, with ten offices in the greater metro Atlanta area and
three regional satellite offices in Mobile, Alabama, Jacksonville, Florida, and
Charleston, South Carolina.
Premier Bancshares' Chairman and Chief Executive Officer, Darrell D. Pittard,
said, "The Bank Holding Company provides us with strategic new banking locations
in the south metro Atlanta market. Henry County is the fastest growing county
in the Atlanta MSA and the fourth fastest growing county in the nation.
Spalding County, particularly the City of Griffin, is also experiencing rapid
growth." Pittard continued, "These new banking locations will also compliment
Premier Lending's well established mortgage loan offices in the south metro
Atlanta counties."
Charles B. (Burt) Blackmon, President and Chief Executive Officer of The Bank
Holding Company, said, "We wanted to become a part of a Georgia-based
organization, and Premier was a particularly attractive partner for us because
of the liquidity of their stock and their aggressive business plan. We are
excited to form the foundation of Premier's south side banking group." After
the acquisition, Blackmon will serve as President of Premier Bank's South Metro
Division.
Premier Bancshares, Inc. plans to close its pending merger with Citizens
Gwinnett Bancshares, Inc., on December 12, 1997. The four banking offices of
The Citizens Bank of Gwinnett, which are all located in Gwinnett County just
north of Atlanta, will become part of the Company's Premier Bank subsidiary by
the end of the first quarter of 1998.
Both the common stock of Premier Bancshares, Inc. and the preferred securities
of Premier Capital Trust I are traded on the American Stock Exchange under the
symbols PMB and PMB.PR, respectively. Additional financial information
regarding Premier Bancshares, Inc. and the acquisition of The Bank Holding
Company is available from Michael E. Ricketson, Executive Vice President and
Chief Financial Officer of Premier Bancshares, Inc. at (404) 814-3090.
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