Filed by First Security Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Premier National Bank of Dalton
Commission File No.: N/A
Date: October 18, 2002
FOR IMMEDIATE RELEASE:
October 18, 2002
CONTACT: Rodger B. Holley
President/Chief Executive Officer
First Security Group, Inc.
(423) 308-2080
FIRST SECURITY GROUP TO ACQUIRE PREMIER NATIONAL BANK
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CHATTANOOGA, TENN. - First Security Group, Inc., ("FSG"), a multi-bank
holding company based in Chattanooga, today agreed to acquire Premier National
Bank of Dalton ("Premier"), an $80 million bank located in Whitfield County,
Georgia. The acquisition is expected to become effective during the first
quarter of 2003, and is subject to approval from Premier shareholders and
regulatory authorities. Upon completion of the acquisition, Premier shareholders
will receive 0.425 shares of FSG stock for each share of Premier stock.
"We are extremely pleased with our decision to partner with FSG, as our
companies share a common vision of customer and community service. The increased
resources of the combined companies will allow us to better serve the greater
Dalton market," said Harold Anders, chairman of Premier. Both he and Johnny R.
Myers, president and CEO of Premier, will continue in their current capacities.
First Security Group has 15 full-service banking offices along the
Interstate 75 corridor of east Tennessee and north Georgia. This acquisition
will give FSG two more full-service banking offices and 15% of the banking
market in Whitfield County, where the company currently owns and operates three
locations of Dalton Whitfield Bank.
"This is an incredible opportunity for us to expand our banking operations,
our customer base and the array of services we provide. Our continued mission is
to provide personalized and flexible banking services to our customers and a
quality workplace for our employees," said Rodger B. Holley, president and CEO
of First Security Group, Inc.
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As a multi-bank holding company, FSG is able to operate each of its banks
under a separate charter, meaning each bank maintains decision-making power and
local autonomy. Furthermore, each bank has its own board of directors, which is
community-focused and directly involved with the bank's strategic operations.
First Security Group, Inc. has banking operations in east Tennessee and
north Georgia. FSG's community bank subsidiaries are Frontier Bank in
Chattanooga, Tennessee, including its First Security Bank division that operates
banking offices in McMinn, Monroe and Loudon Counties, Tennessee, First State
Bank in Maynardville, Tennessee, and Dalton Whitfield Bank in Dalton, Georgia.
Presently, FSG's assets total more than $467 million.
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This press release contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements include statements with respect
to our beliefs, plans, objectives, goals, expectations, anticipations, estimates
and intentions, and involve known and unknown risks, uncertainties and other
factors, which may be beyond our control, and which may cause the actual
results, performance or achievements of First Security Group, Inc. ("FSG" or the
"Company") to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. You should
not expect us to update any forward-looking statements.
You can identify these forward-looking statements through our use of words
such as "may", "will", "anticipate", "assume", "should", "indicate", "would",
"believe", "contemplate", "expect", "estimate", "continue", "project", "intend"
or other similar words and expressions of the future. These forward-looking
statements may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental monetary and
fiscal policies, as well as legislative and regulatory changes; the risks of
changes in interest rates on the level and composition of deposits, loan demand,
and the values of loan collateral, securities, and interest sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies, money market and
other mutual funds and other financial institutions operating in the Company's
market area and elsewhere, including institutions operating regionally,
nationally and internationally, together with such competitors offering banking
products and services by mail, telephone, computer and the Internet; the failure
of assumptions including those underlying the establishment of reserves for
possible loan losses, and the risks and related costs of integrating operations
as part of acquisition transactions, and the failure to achieve the expected
gains, revenue growth and/or expense savings from such transactions.
All written or oral forward-looking statements attributable to the Company
are expressly qualified in their entirety by this cautionary notice.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction referenced in this release when
it becomes available, because it will contain important information. The proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by First Security Group. Security holders may receive a free copy of the proxy
statement/prospectus (when available) and other related documents filed by First
Security Group at the Commission's website at www.sec.gov and/or from First
Security Group and Premier National Bank.
First Security Group and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from shareholders of Premier
National Bank with respect to the share exchange. Information regarding such
officers and directors is included in First Security Group's proxy statement for
its 2002 Annual Meeting of Shareholders filed with the Commission on August 16,
2002. This document is available free of charge at the Commission's website at
www.sec.gov and/or from First Security Group.