ATLANTA, June 24 /PRNewswire/ -- Premier Bancshares, Inc. (AMEX: PMB), and
Gwinnett Bankshares, Inc., today jointly announced that they have executed a
definitive agreement for Premier Bancshares, Inc. to acquire all of the
outstanding shares of stock of Citizens Gwinnett Bankshares, Inc.
    As outlined in the definitive agreement, Premier Bancshares, Inc. has
agreed to issue between 2,072,378 and 2,311,633 shares of its common stock in
exchange for all of the outstanding shares of common stock of Citizens
Gwinnett Bankshares, Inc. with the specific number of shares to be determined
and fixed prior to the regulatory filing of the acquisition.  Based on
2,180,000 shares, which is the mid-point of the specified range, and
yesterday's closing price of Premier Bancshares, Inc. stock, the total value
of the transaction would be $34,880,000.
    It is anticipated that this transaction will require the approval of
Premier Bancshares, Inc. shareholders.  As of June 24, 1997, Premier
Bancshares, Inc. has 7,913,235 shares of common stock outstanding.
    This acquisition, which is expected to close before the end of the year,
will make Premier Bancshares the fifth largest full-service bank holding
company in the state of Georgia with assets in excess of $700 million.
    Citizens Gwinnett Bankshares, Inc. is a single bank holding company
operating the third largest community bank doing business in Gwinnett County,
the Citizens Bank of Gwinnett.  The bank has four banking offices in Duluth,
Suwanee, Buford and Lawrenceville, Georgia.  Citizens Gwinnett Bankshares,
Inc. has assets of approximately $155 million, and equity of approximately
$11 million.
    Premier Bancshares, Inc., is a bank and thrift holding company with six
subsidiaries serving the greater metropolitan Atlanta area and key areas of
northeast Georgia.  Premier's subsidiaries include Premier Bank, Premier Bank,
FSB, Central and Southern Bank of Georgia, Central and Southern Bank of North
Georgia, FSB, Premier Lending Corporation, and Alliance Finance, Inc.
Premier's subsidiaries operate a total of 25 offices.
    Premier Bancshares, Chairman and Chief Executive Officer, Darrell D.
Pittard, said, "Citizens Gwinnett Bankshares, Inc. provides us with strategic
banking locations in the dynamic, high growth areas of one of the fastest
growing counties in the nation.  In addition to their outstanding locations,
Citizens has demonstrated a very positive earnings trend and their managers
have deep roots in their market areas.  Because this transaction is 'in
market,' anticipated cost savings are significant.  These savings, combined
with income enhancements, should provide increased earnings per share and
greatly enhance Premier's Gwinnett County presence."
    Thomas J. Martin, Chairman and Chief Executive Officer of Citizens
Gwinnett Bankshares, said, "Our joining with Premier will provide our offices
with the capital to reach their potential.  Premier's diversified financial
services will give us an advantage as Gwinnett's largest community focused
bank."
    Premier Bancshares, Inc. is traded on the American Stock Exchange under
the symbol PMB.  Additional financial information regarding Premier
Bancshares, Inc. and the acquisition of Citizens Gwinnett Bankshares is
available from Michael E. Ricketson, Executive Vice President, or Robert C.
Oliver, President and Chief Operating Officer of Premier Bancshares, Inc. at
912-452-5406.

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