ATLANTA, Dec. 3 /PRNewswire/ -- Premier Bancshares, Inc. (Amex: PMB) 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.
    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 complement 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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