FRONTIER NATIONAL CORP
8-K, 1999-04-27
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

Date of Report (Date of earliest event reported)    April 27, 1999
                                                 ---------------------

                         FRONTIER NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)
 
 
        ALABAMA                          000-24853             72-1355228
(State or other jurisdiction)     (Commission File Number)   (IRS Employer
                                                             Identification  
                                                                   No.)
 
- --------------------------------------------------------------------------------
43 N. Broadway, Sylacauga, AL                             35150
(Address of principal executive offices)                (zip code)
- --------------------------------------------------------------------------------


Registrant's telephone number, including area code    334-644-5419
                                                  ---------------------
<PAGE>
 
Item 5. Other Events

On April 20, 1999, the Board of Directors of Frontier National Corporation
announced a three for two stock split to all shareholders of record on April 20,
1999.  Additionally, the Board announced that it will initiate a stock
repurchase plan to purchase up to 5% of outstanding shares in the open market
beginning in May, 1999.

Item 7.  Financial Statements and Exhibits

         (a)  Not applicable
         (b)  Not applicable
         (c)  Exhibits
              99 Press release dated
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf on this
27th day of April 1999 by the undersigned hereunto duly authorized.

                                     FRONTIER NATIONAL CORPORATION        
                                                                          
                                     By:  /s/  STEVEN R. TOWNSON          
                                        ----------------------------------
                                     Steven R. Townson                    
                                     President and Chief Operating Officer 

<PAGE>
 
EXHIBIT 99

                         FRONTIER NATIONAL CORPORATION
                                EARNINGS RELEASE

For Immediate Release
- ---------------------

            FRONTIER NATIONAL CORPORATION REPORT EARNINGS FOR FIRST
                          QUARTER ENDED MARCH 31, 1999

                                        
April 20, 1999, Sylacauga, Alabama.  (OTC symbol; "FIEC")  The board of
directors of Frontier National Corporation [Frontier] reported net income of
$578,436 for the three months ending March 31, 1999, representing an increase of
$363,993, or 169%, when compared to the same period during fiscal year 1998.
Net Income per common share, based on 2,315,683 common shares outstanding on
March 31, 1999, and 1,457,546 common shares outstanding on March 31, 1998 [as if
such shares had been outstanding for the entire period] was $0.25 and $0.15,
respectively.

Steven R. Townson, President and Chief Operating Officer, stated that "This
dramatic increase in the company's earnings is due to the business combination
of Valley National Corporation and First National Sylacauga Corporation on
August 24, 1998 and the acquisition of both Wright and Sprayberry Insurance,
Inc. and Brown Insurance Agency, Inc. on November 23, 1998."  Townson also
stated, "To date, we are pleased with the progress made in reaching our goals in
both earnings and efficiencies."

Further, the board announced a three for two stock split to all shareholders of
record on April 20, 1999.  Additionally, the Board announced that it will
initiate a stock repurchase plan to purchase up to 5% of outstanding shares in
the open market, beginning in May, 1999.  Harry I. Brown, Jr., Chairman and
Chief Executive Officer further stated, "The board of directors and management
feel this repurchase program will continue to enhance the 'share value' of our
stockholders."

Frontier National Corporation is a two-bank holding company and the parent
company of First National Bank, Sylacauga, Alabama and Valley National Bank,
Lanett, Alabama.

Please contact Steven R. Townson, President, Chief Operating Officer and Chief
Financial Officer or Kerri C. Newton, Senior Vice President and Chief Accounting
Officer at 334-644-5419, with any questions or requests for additional
information.

  Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995

Certain statements in this press release contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
which statements generally can be identified by the use of forward looking
terminology, such as "may", "will", "expect", "anticipate", "believe", "target",
"plan", "project", or "continue" or the negatives thereof or other variations
thereon or similar terminology, and are made on the basis of management's plans
and current analyses of the Company, its business and the industry as a whole.
These forward-looking statements are subject to risks and uncertainties,
including, but not limited to, economic conditions, competition, interest rate
sensitivity and exposure to regulatory and legislative changes.  The above
factors, in some cases, have affected, and in the future could affect, the
Company's financial performance and could cause actual results for fiscal 1998
and beyond to differ materially from those expressed or implied in such forward-
looking statements even if experience for future changes make it clear that any
project results expressed or implied therein will not be realized.


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