ATLANTA, June 16 /PRNewswire/ -- Shareholders of both Premier Bancshares,
Inc. (AMEX: PMB) and Central and Southern Holding Company, Inc. approved the
merger of their organizations today.  Shares of Central and Southern Holding
Company will be exchanged share-for-share for Premier Bancshares, Inc. stock
at closing scheduled for June 23, 1997.  The resulting organization will be
based in Atlanta, Georgia, and will continue to operate as Premier Bancshares,
Inc.
    Following the closing of the merger, Premier Bancshares, Inc., a bank and
thrift holding company, will have six subsidiaries serving the greater
metropolitan Atlanta area and key areas of northeast Georgia.  Premier's
current subsidiaries include Premier Bank, Premier Bank, FSB, Premier Lending
Corporation, and Alliance Finance, Inc.  Following the closing of the merger,
Premier's subsidiaries will also include Central and Southern Bank of Georgia
and Central and Southern Bank of North Georgia, FSB.  Premier's subsidiaries
will operate a total of 24 offices which will make Premier Bancshares, Inc.
the tenth largest full-service bank holding company in Georgia.
    Darrell D. Pittard, who will continue as Chairman and Chief Executive
Officer of Premier Bancshares, said, "Premier Bancshares, Inc. stock value has
increased by 46% during 1997.  We think this indicates the market's favorable
reaction to the proposed Central and Southern merger, as well as the Company's
positive earnings trend.  The merger also improves our stock liquidity with
approximately 8 million shares outstanding."
    Following the closing of the merger, Premier Bancshares, Inc. will have
total assets of approximately $544 million, shareholders' equity of
$48 million, and a market capitalization of approximately $136 million.
    J. Edward Mulkey, Jr., currently serves as President and Chief Operating
Officer of Premier Bancshares, Inc. and, following the closing of the merger,
will assume the role as Vice Chairman of the holding company and will continue
as President and CEO of Premier Bank.  Following the merger, Central and
Southern's Chief Executive Officer, Robert C. Oliver, will move from
Milledgeville, Georgia to the holding company headquarters in Atlanta to serve
as President and Chief Operating Officer of Premier Bancshares, Inc.
    Oliver said, "As we aggressively implement our plan to combine the back
office operations of the banks over the next few months, we anticipate
achieving significant operational savings which will help off-set merger
related expenses."
    Michael Ricketson, Central and Southern's Chief Financial Officer, will
also move to Atlanta following the merger and will become Executive Vice
President of the holding company.
    Additional financial information regarding the merger and Premier
Bancshares, Inc. is available from Frank H. Roach, Executive Vice President
and Chief Financial Officer at 404-814-3090.

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