ATLANTA, Jan. 15 /PRNewswire/ -- First Alliance Premier Bancshares,
Inc. (AMEX: PMB) and Central and Southern Holding Company (Nasdaq: CSBC)
today jointly announced that their respective Boards of Directors have
voted to merge the two bank holding companies, creating a company with
combined assets at September 30, 1996, in excess of $490 million.  Upon
consummation of the proposed merger, the holding company will be known as
"Premier Bancshares, Inc."
    Under the proposed terms, First Alliance Premier Bancshares, Inc. will
undertake an approximate 1.8 for one stock split prior to the consummation
of the merger, after which shares of Central and Southern Holding Company
will be exchanged on a one for one basis for shares of First Alliance
Premier Bancshares.  This transaction will result in Central and Southern
shareholders receiving approximately 46% of the combined institution's
7,903,000 common shares outstanding.
    First Alliance Premier Bancshares, Inc. is a bank and thrift holding
company with four subsidiaries serving the greater metropolitan Atlanta
area: First Alliance Bank, the largest community bank in Cobb County with
five offices; Premier Bank with three offices in Cobb, DeKalb, and Gwinnett
Counties; Premier Lending, the third largest mortgage lender in
metropolitan Atlanta with six mortgage offices in Cobb, DeKalb, Gwinnett
and Henry Counties, and a sizable commercial finance division located in
Fulton County; and Alliance Finance, a consumer finance company with two
offices in Cobb and Paulding Counties.
    First Alliance Premier Bancshares was traded on the Nasdaq Small Cap
Market under the trading symbol "FABC" until January 10, 1997, when the
stock moved to the American Stock Exchange and assumed the trading symbol
"PMB."
    Central and Southern Holding Company is a bank and thrift holding
company, headquartered in Milledgeville, Georgia, with two subsidiaries:
The Central and Southern Bank of Georgia, the largest bank in Baldwin
County, with three offices in Milledgeville; and The Central and Southern
Bank of North Georgia, FSB, with three offices in Greensboro, Winder, and
Gainesville, Georgia.  Central and Southern is traded in the
over-the-counter market under the symbol "CSBC" and is listed in the Nasdaq
National Market Issues.
    Robert C. Oliver, President and Chief Executive Officer of Central and
Southern Holding Company, stated, "Becoming a partner with Premier is a
natural fit for both companies.  We are creating a company with a broad
geographical base to build upon.  While both companies are operating
efficiently, the consolidation of duplicating operational areas and the
utilization of new services of each company should create additional
operating efficiencies and profit opportunities.  Additionally, the merger
significantly increases our lending limits. We will now be better able to
serve the mid-sized commercial borrowers whose banking choices have been
diminished with the acquisition of the larger locally owned and managed
financial institutions by out-of-state banks."
    Darrell D. Pittard, who will continue as Chairman and Chief Executive
Officer of Premier Bancshares after the merger is consummated, commented,
"Central and Southern brings many strengths to our partnership: A strong
capital base which can be rapidly leveraged; an extremely large loan loss
reserve which cushions future loan growth; and, an experienced management
team that is well known and well respected.  Additionally, Central and
Southern's 1996 branch banking expansion into Winder and Gainesville is
attractive because Premier Lending Corporation has been making mortgage and
construction loans in those markets for the past several years.  Our
services will nicely complement each other in these two areas."
    Pittard continued, "We feel strongly that this alliance positions us to
become Georgia's preferred community banking organization while providing
our shareholders with the increased earnings potential which can be created
by our becoming a $500 million financial institution."
    At September 30, 1996, First Alliance/Premier (and subsidiaries) had
assets of approximately $273 million, deposits of approximately
$218 million, and net earnings in excess of $1.5 million for the nine-month
period then ended.  Central and Southern (and subsidiaries) had assets of
approximately $217 million, deposits of approximately $190 million, and net
earnings in excess of $2.2 million for the nine-month period ended
September 30, 1996.
    Upon consummation of the merger, J. Edward Mulkey, Jr., President and
Chief Operating Officer of Premier Bancshares, will assume the role as Vice
Chairman of the holding company and will continue as President and CEO of
Premier Bank.  Robert C. Oliver, President of Central and Southern Holding
Company will be elected President and Chief Operating Officer of Premier
Bancshares upon completion of the merger.  Oliver will also remain as
President of The Central and Southern Bank of Georgia.
    Consummation of the merger is anticipated in the second quarter of 1997
and remains subject to the approval of regulatory authorities and
stockholders of both organizations.  Additional financial information may
be obtained from Frank H. Roach, Chief Financial Officer of Premier
Bancshares, at 404-814-3090, or from Michael Ricketson, Chief Financial
Officer of Central and Southern Holding Company, at 912-452-5406.

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