ATLANTA, April 20 /PRNewswire/ -- Premier Bancshares, Inc. (Amex: PMB) and
Farmers and Merchants Bank today jointly announced the execution of a
definitive agreement providing for the acquisition by Premier Bancshares of
all of the outstanding shares of stock of Farmers and Merchants Bank. The
value of the transaction is approximately $56 million based on the closing
price of Premier Bancshares' common stock yesterday.
The Farmers and Merchants Bank is a state-chartered community bank in
Summerville, Georgia, originally organized in 1926, with assets of
approximately $173 million. From its main office and three branches in
Chattooga County, Farmers and Merchants Bank currently holds approximately
75% of the market area's deposits, giving Farmers and Merchants Bank a number
one ranking in its market. The acquisition, which is subject to regulatory
approval and the approval of the shareholders of Farmers and Merchants Bank,
is expected to close in the third quarter of this year.
Premier Bancshares' Chairman and Chief Executive Officer, Darrell D.
Pittard, said, "In Farmers and Merchants Bank, we are again fortunate to find
a quality community bank with high market share and excellent management
committed to serving a loyal customer base. Farmers and Merchants Bank will
allow Premier to further penetrate the North Georgia market. This acquisition
will also help Premier better serve our existing customers and continue to
enhance shareholder value -- our primary objectives."
Bill M. Gilbert, President and Chief Executive Officer of Farmers and
Merchants Bank, said, "We welcome the additional resources and talent our
combination with Premier Bancshares will bring. Premier shares our philosophy
of putting customer service first. By joining the Premier team, we will have
the ability to offer a wider range of products to our customers and to compete
more effectively with regional banks and other large financial institutions
operating in our market."
Premier Bancshares, Inc. has also announced their preliminary results for
the first quarter 1999. The Company reported net income of $5,726,000 or
$0.22 per diluted share for the quarter. This compares to net income of
$5,689,000 or $0.22 per diluted share for the same period in 1998. All
financial results have been restated for the four bank mergers that occurred
in 1998. The $0.22 for the first quarter 1999 represents a 10% increase over
diluted per share income (excluding restructuring charges) for the fourth
quarter 1998.
During the first quarter, the Company began consolidating all of its
banking units into Premier Bank's charter. In March, Central & Southern Bank
in Milledgeville and Greensboro, Georgia converted to Premier's operating
system and changed its name to Premier Bank. In early April, Frederica Bank
& Trust, converted to Premier Bank's data processing system and became the
Frederica Division of Premier Bank. Applications have been filed with the
appropriate banking regulators to merge all of the remaining banking charters
into Premier Bank by mid-May.
Also, during the first quarter, the Company aggressively sought to
consolidate overlapping locations that resulted from recent acquisitions.
Year to date, the Company has consolidated two locations in Lawrenceville,
Georgia, and two locations in Snellville, Georgia, and has announced plans to
consolidate two locations in Cumming, Georgia during the second quarter.
Plans have also been made to close an existing facility on South Cobb Drive in
Marietta, Georgia once a new facility in downtown Marietta is open to the
public in June.
Premier Bancshares' Chairman and Chief Executive Officer, Darrell Pittard,
said, "During the first quarter we have made great strides in enhancing our
operational efficiencies and providing our customers with a seamless
operations network throughout the State of Georgia. Our Company has doubled
in size over the past 12 months while maintaining consistent earnings."
On April 13, 1999, Premier Bancshares, Inc. declared a $.09 per share
dividend payable May 10, 1999, to shareholders of record as of April 27, 1999.
On April 6, 1999, Premier Bancshares executed a definitive agreement to
acquire North Fulton Bancshares, Inc. The agreement provides for the
acquisition by Premier Bancshares of all the outstanding shares of stock of
North Fulton Bancshares. North Fulton Bancshares is a holding company with
assets of approximately $191 million and owns Milton National Bank in Roswell,
Georgia, which also operates in Atlanta through its division, The Buckhead
Bank. The acquisition, which is subject to regulatory approval and the
approval of the shareholders of North Fulton Bancshares, is also expected to
close in the third quarter of this year.
Premier Bancshares is a Georgia-based bank holding company with assets of
approximately $1.5 billion; and, after pending acquisitions, Premier
Bancshares will have assets of approximately $1.9 billion and will have the
following subsidiaries operating in 40 offices: Premier Bank in metro
Atlanta, Milledgeville, and Greensboro, Georgia; and St. Simons Island,
Georgia through its Frederica division; Milton National Bank in Roswell
Georgia, and Atlanta through its division, The Buckhead Bank; and Premier
Lending Corporation, a provider of residential mortgage loans and asset-based
commercial finance loans in metro Atlanta, Augusta, Warner Robins, and St.
Simons Island, Georgia; Mobile, Alabama; Jacksonville, Florida; Chattanooga,
Tennessee; Charleston, South Carolina; and Charlotte, North Carolina.
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. is available from Michael E.
Ricketson, Executive Vice President and Chief Financial Officer of Premier
Bancshares, Inc., at 770-476-3209.
With the exception of historical information, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties.
PREMIER BANCSHARES, INC
(preliminary results)
(dollars in thousands except per share data)
QUARTER ENDED MARCH 31 1999 1998 Change Percent
Net income 5,726 5,689 37 0.7%
Net interest income(FTE)15,493 14,274 1,219 8.5%
Net interest income 15,418 14,108 1,310 9.3%
Noninterest income 10,159 8,568 1,591 18.6%
Noninterest expense 16,181 14,112 2,069 14.7%
Provision for income
taxes 3,265 2,830 435 15.4%
Provision for loan losses 405 45 360 800.0%
PER SHARE DATA
Net income, diluted 0.22 0.22 0 0.0%
Book Value, diluted 5.16 4.78 0.38 7.9%
FINANCIAL RATIOS
Return on average assets 1.59% 1.78%
Return on average equity16.98% 18.82%
Net interest margin (FTE)4.62% 4.79%
Total shareholders
equity to assets 9.09% 9.46%
Allowance for loan
losses to loans, net of
unearned and loans held
for sale 1.33% 1.57%
Allowance for loan losses
to loans, net of unearned 1.24% 1.45%
ENDING BALANCES AS OF MARCH 31
Total assets 1,510,891 1,316,856 194,035 14.7%
Earning assets 1,399,937 1,222,813 177,124 14.5%
Loans, net of unearned
& loans held for sale 1,078,843 876,005 202,838 23.2%
Loans held for sale 78,025 76,632 1,393 1.8%
Allowance for loan
losses 14,374 13,775 599 4.3%
Investments and federal
funds sold 243,069 270,176 (27,107) -10.0%
Deposits 1,168,583 1,112,354 56,229 5.1%
Shareholders' equity 137,313 124,633 12,680 10.2%
Intangible Assets 4,394 4,866 (472) -9.7%
AVERAGE BALANCES FOR THE QUARTER
Total assets 1,458,353 1,298,007 160,346 12.4%
Earning assets 1,361,234 1,208,444 152,790 12.6%
Loans, net of unearned 1,141,223 945,296 195,927 20.7%
Allowance for loan
losses 14,204 11,336 2,868 25.3%
Investments and federal
funds sold 220,011 263,148 (43,137) -16.4%
Deposits 1,141,105 1,086,294 54,811 5.0%
Shareholders' equity 136,748 122,588 14,160 11.6%
SOURCE Premier Bancshares, Inc.
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Related links:
http://www.premierbancshares.com
Company News On-Call:
http://www.prnewswire.com/comp/283325.html or fax,
800-758-5804, ext. 283325
CONTACT:
Darrell D. Pittard, Chairman and Chief
Executive Officer of Premier Bancshares, Inc., 404-814-3090, or
Bill M. Gilbert, President and Chief Executive Officer of Farmers
and Merchants Bank, 706-857-3431
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