SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
July 31, 1994
Date of Report (date of earliest event reported)
FIRST NATIONAL BANCORP
(exact name of registrant as specified in its charter)
Georgia 0-10657 58-1415138
(state or other (Commission (IRS Employer
jurisdiction of File No.) Identification
of incorporation) Number)
303 Jesse Jewell Parkway, Suite 700, Gainesville, Georgia 30501
(address of principal executive office)(zip code)
(404) 503-2000
(Registrant's telephone number, including area code)
No Change
(Former name or address, if changed since last report)
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Item 5. OTHER EVENTS
(a.) At the close of business, on July 31, 1994, the merger of
Barrow Bancshares, Inc., Winder Georgia, with and into First
National Bancorp ("Registrant"), whereby Barrow Bank and Trust
Company became a subsidiary of Registrant, as described in the
Registrant's Registration Statement on Form S-4, S.E.C. File
No. 33-53719, was consummated. The consummation of the merger
placed Barrow Bank and Trust Company, Winder,Georgia, under
Registrant as a wholly owned subsidiary. As discussed in the
Registration Statement, the acquisition is being accounted for
using the "pooling-of-interests" method of accounting.
Registrant has issued approximately 521,757 shares of First
National Bancorp $1.00 par value common stock in exchange for
all of the 380,845 outstanding shares of Barrow Bancshares,
Inc. stock. Cash needed for fractional shares, which is
deemed not material, will be paid to shareholders of Barrow
Bancshares, Inc. by Registrant from internal sources of funds.
The common shares issued by First National Bancorp are those
shares registered in said Registration Statement, S.E.C. File
No. 33-53719. Since the acquisition is being accounted for
under the "pooling-of-interests" method of accounting,
historical financial statements of First National Bancorp will
be restated to include Barrow Bancshares, Inc., and its
subsidiary, Barrow Bank and Trust Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly
authorized.
FIRST NATIONAL BANCORP
(Registrant)
By: s/C. Talmadge Garrison
C. Talmadge Garrison
Senior Vice President
Secretary & Treasurer
Date: August 2, 1994
