Registration No.
Date Filed:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL BANCORP
(Exact Name of Registrant as specified in its Charter)
GEORGIA 58-1415138
(State of incorporation) (I.R.S. Employer
Identification No.)
303 Jesse Jewell Parkway, Suite 700
P. O. Drawer 937
Gainesville, Georgia 30503
(404) 503-2000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
C. Talmadge Garrison
First National Bancorp
303 Jesse Jewell Parkway, Suite 700
P. O. Drawer 937
Gainesville, Georgia 30501
(404) 503-2104
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
T. Treadwell Syfan
Stewart, Melvin & Frost
200 Main Street
P. O. Box 3280
Gainesville, Georgia 30503
(404) 536-0101
Approximate Date of Commencement of Proposed Sale to the public:
As soon as practical after effective date of this Registration
Statement (the approximate date being _________, 1994).
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.[ ]
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered Per Share1 Price Fee
Common Stock 250,000 shs $17.1252 $4,281,250 $1,476.29
$1.00 par value
____________________
1 The offering prices per share will be based on the prices at which
shares will be purchased under the Dividend Reinvestment Plan.
Such offering prices will be the prevailing market price at the
time of the purchase of shares under the Plan and will vary.
2 Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457 of the Securities and Exchange Commission, on
the basis of the average between the high and low prices as quoted
in the NASDAQ National List of Over-the-Counter Securities as of
December 19, 1994.
Pursuant to Rule 429 as promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, the Prospectus
included in this Registration Statement also relates to the Registration
Statement of First National Bancorp (File No. 33-41877) filed under the
Securities Act of 1933, as amended, and effective on August 14, 1991.
This Registration Statement shall become effective automatically upon
filing.
<PAGE>
EXPLANATORY NOTE
The form of Prospectus filed as a part of this Registration
Statement has two cover letters, the first of which ("Alternate
Cover Letter") will be distributed with the Prospectus to all
shareholders of the Company who are participants of the Dividend
Reinvestment Plan on December 20, 1994. All Prospectuses
distributed to holders of the Company Common Stock who are not
participants in the Dividend Reinvestment Plan on December 20,
1994 will be accompanied by the second form of cover letter.
<PAGE>
[ALTERNATE COVER LETTER]
__________, 1994
Dear Shareholder:
We are pleased to send you this Prospectus describing the
Dividend Reinvestment Plan ("Plan") of First National Bancorp
("the Company"). The Plan was implemented on May 23, 1985, and
has subsequently been amended by the Board of Directors on three
occasions to reserve additional shares of the $1.00 par value
common stock of the Company ("Common Stock") for issuance under
the Plan. This revised Prospectus incorporates all amendments to
the Plan as of the date hereof.
On October 19, 1994, the Board of Directors reserved an
additional 250,000 shares of Common Stock for sale under the
Plan. This action by the Board, while necessitating the filing
of a Registration Statement with the Securities and Exchange
Commission and the distribution of this Prospectus to all
participants, will ensure that a sufficient number of shares of
Common Stock are available for issuance under the Plan.
We hope you will continue to participate in the Plan. The
Plan continues to provide you with a convenient and economical
way of investing cash dividends in additional shares of Common
Stock without the payment of any brokerage commission or service
charge. By participating in the Plan you are also assisting the
Company by providing a new source of equity capital.
If you are currently participating in the Plan, you do not
need to take any action to continue your participation. However,
please note that participation is entirely voluntary and you may
initiate, change or discontinue participation at any time. If
you do not wish to continue to participate in the Plan you may
elect to receive checks for dividends.
Please review the entire Prospectus for a comprehensive
description of the Plan in a question and answer format. Any
further questions you may have should be directed to First
National Bancorp, Shareholder Relations, P. O. Box 937,
Gainesville, Georgia 30503, or you may call (404) 503-2114.
Sincerely yours,
Richard A. McNeece
Chairman of the Board
<PAGE>
_________, 1994
Dear Shareholder:
We are pleased to send you this Prospectus describing the
Dividend Reinvestment Plan ("Plan") of First National Bancorp
("the Company"). This Plan provides you with a convenient and
economical way of investing cash dividends in additional shares
of the $1.00 par value common stock of the Company ("Common
Stock"). By participating in the Plan you also will be assisting
the Company by providing a new source of equity capital.
Holders of Common Stock who elect to participate may have
cash dividends on all or some of their shares automatically
reinvested in shares of Common Stock.
The price of shares of Common Stock purchased with
reinvested dividends will be the average between the bid and
asked prices for Common Stock on the date the investment is made.
The Plan can also simplify your record keeping. Mellon
Securities Trust Company, which serves as Co-Administrator of the
Plan along with First National Bancorp, will provide you with
regular statements reflecting each transaction related to your
account.
To become a participant in the Plan, please complete the
enclosed Stockholder Authorization Card and return it to First
National Bancorp in the envelope provided. Please note that
participation is entirely voluntary and you may initiate, change
or discontinue participation at any time.
While this letter outlines the highlights of the Plan, the
following pages of the Prospectus provide a comprehensive
description in a question and answer format. Please review the
entire Prospectus carefully. Any further questions you may have
should be directed to First National Bancorp, Shareholder
Relations, P. O. Box 937, Gainesville, Georgia 30503, or you may
call (404) 503-2114.
Sincerely yours,
Richard A. McNeece
Chairman of the Board
<PAGE>
FIRST NATIONAL BANCORP
GAINESVILLE, GEORGIA 30503
PROSPECTUS
280,857 SHARES COMMON STOCK
($1.00 Par Value)
FIRST NATIONAL BANCORP
Offered as Set Forth Herein Pursuant to the
FIRST NATIONAL BANCORP
DIVIDEND REINVESTMENT PLAN
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1994.
<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES COVERED BY THIS
PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN, IN
CONNECTION WITH THE OFFER DESCRIBED HEREIN, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.
THIS PROSPECTUS RELATES TO 280,857 SHARES OF AUTHORIZED
COMMON STOCK OF THE CORPORATION REGISTERED FOR SALE UNDER THE
DIVIDEND REINVESTMENT PLAN.
AVAILABLE INFORMATION
First National Bancorp (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports and other information
with the Securities and Exchange Commission ("Commission"). Such
reports, proxy and information statements and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at the
Commission's office at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's Regional offices
in New York (75 Park Place, 14th Floor, New York, New York 10007)
and Chicago (Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511). Copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information as of particular dates concerning
directors and executive officers of the Company, their
compensation and any material interest of such persons in
transactions with the Company, is disclosed in proxy statements
distributed to stockholders of the Company and filed with the
Commission.
The common stock of the Company, $1.00 par value per share,
is listed on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") and reports and other
information concerning the Company can be inspected at the
offices of NASDAQ at NASDAQ Reports Section, 3rd Floor, 1735 K
Street, N.W., Washington, D.C. 20006.
Upon written or oral request of any person to whom this
prospectus is delivered, the Company will promptly furnish to
such person, without charge, a copy of any or all of the
documents incorporated by reference herein, except for the
exhibits to such documents (unless such exhibits are specifically
incorporated by reference into any of the documents incorporated
by reference). Such requests should be directed to C. Talmadge
Garrison, Secretary, First National Bancorp, P. O. Drawer 937,
Gainesville, Georgia 30503 [(404) 503-2104].
THE CORPORATION
First National Bancorp (the "Company") is a registered bank
holding company organized under Georgia law, with seventeen
subsidiary banks, six of which are national banks and eleven of
which are state banks. The First National Bank of Gainesville
(the "Bank") is a national banking association and was the lead
bank, or principal subsidiary, when the Company was formed.
Through the Bank and its other subsidiaries, the Company is
primarily engaged in providing commercial and personal banking
services, mortgage banking services and trust services to
corporate and institutional customers, governments, individuals
and other banks. The address of the Company is 303 Jesse Jewell
Parkway, Suite 700, P. O. Drawer 937, Gainesville, Georgia 30503,
and the telephone number of the Company is (404) 503-2000.
THE PLAN
The Company's Dividend Reinvestment Plan (the "Plan") is set
forth below in a question and answer format. The Plan was
approved by the Board of Directors of the Company on January 23,
1985 and became effective on May 23, 1985. The Plan included
50,000 shares (100,000 shares after the September 1, 1986 stock
dividend) of the common stock of the Company when originally
adopted. Subsequently, the Plan has been amended three times to
reserve additional shares of the $1.00 par value common stock of
the Company ("Common Stock") in amounts of 100,000 shares,
200,000 shares (plus an additional 68,010 shares due to a stock
dividend) and 250,000 shares for issuance under the Plan.
The Plan is governed by the laws of the State of Georgia as
to its terms, conditions and operations.
Purpose
1. What is the purpose of the Plan? The purpose of the
Plan is to provide holders of Common Stock with a simple and
convenient way to invest cash dividends in shares of Common Stock
at a price equal to market price (as determined below) without
payment of any brokerage commission or service or other charge.
Shares purchased by Participants in the Plan will be newly issued
by the Company from its previously authorized but unissued shares
or will be shares of Common Stock acquired by the Company in the
market for reissuance under the Plan. As a result of the
purchase of shares from the Company under the Plan, the Company
will receive additional funds for the general corporate purposes
of the Company, including investments in, or extensions of credit
to, the Company's banking subsidiaries and any future banking-
related subsidiaries.
Advantages
2. What are the advantages of the Plan? Participants in
the Plan may:
(a) Purchase shares of Common Stock with reinvested
dividends at the market price of the Common Stock as
more fully discussed in No. 10 below.
(b) Have dividends reinvested in Common Stock without
any charges for brokerage commissions or record-
keeping.
(c) Obtain full investment use of funds, since the
Plan provides for fractions of shares to be credited to
Participants' accounts.
(d) Avoid cumbersome safekeeping requirements and
record-keeping costs through the free custodial service
and reporting provisions of the Plan.
Participation
3. Who is eligible to participate? All holders of record
of Common Stock who are residents of the United States are
eligible to participate in the Plan. If you wish to participate
in the Plan through a broker or nominee in whose name your shares
are registered (i.e., without transferring some or all of your
shares to your name), you must make appropriate arrangements with
your broker or nominee. In addition, the Company shall have
discretion to permit shareholders who are not residents of the
United States to participate in the Plan.
4. How does an eligible shareholder participate? An
eligible holder of Common Stock may join the Plan by signing the
Authorization Card and returning it to the Company, which is
acting as a Co-Administrator of the Plan. An Authorization Card
and a postage-paid envelope are enclosed with this Prospectus for
this purpose. Additional forms may be obtained at any time by
written request to: First National Bancorp, Shareholder
Relations, P. O. Box 937, Gainesville, Georgia 30503.
5. When may a shareholder join the Plan? An eligible
shareholder may join the Plan at any time. Once in the Plan the
holder will remain a Participant until he or she discontinues his
or her participation or sells all shares held in his or her own
name and in the Participant's Plan account.
If an Authorization Card specifying reinvestment of
dividends is received by the Company at least five days before
the record date established for a particular dividend,
reinvestment will commence with that dividend. Dividend payment
dates for the Common Stock and the related record dates are
typically as follows:
<PAGE>
Approximate Approximate Dividend
Record Date Payment Date
Fifteenth day of the First day of January,
months of December, March, April, July and October
June and September
If the Authorization Card is received after the fifth day
prior to the record date established for a particular dividend,
then the reinvestment of dividends will not begin until the
dividend payment date following the next record date, as
applicable.
6. What does the Authorization Card provide? The
Authorization Card provides for the purchase of additional shares
of Common Stock through the following investment options:
(a) Full Dividend Reinvestment directs the Company to
invest in accordance with the Plan all of your cash
dividends on all of the shares then or subsequently
registered in your name;
(b) Partial Dividend Reinvestment directs the Company
to invest in accordance with the Plan the cash
dividends on only that number of shares registered in
your name which are designated in the appropriate space
on the Authorization Card.
You may select either of the dividend reinvestment
options. In all cases, cash dividends on all of the shares
held in your account under the Plan will be reinvested in
accordance with the Plan, including dividends on such shares
purchased under the Plan.
7. How may a Participant change options under the
Plan? As a participant, you may change your investment
options at any time by requesting a new Authorization Card
and returning it to: First National Bancorp, Shareholder
Relations, P. O. Box 937, Gainesville, Georgia 30503.
<PAGE>
Costs.
8. Are there any expenses to Participants in
connection with purchases under the Plan? No. Participants
will incur no brokerage commissions or service charges for
the purchases made under the Plan. All costs of
administration of the Plan will be paid by the Company.
9. How many shares of Common Stock will be purchased
for Participants? If you become a Participant in the Plan,
the number of shares to be purchased depends on the amount
of your dividends and the purchase price of the Common
Stock. Your account will be credited with that number of
shares, including fractions computed to at least three
decimal places, equal to the total amount to be invested
divided by the purchase price per share.
Purchases
10. When and at what price will shares of Common Stock
be purchased under the Plan? The price at which shares of
the Company's Common Stock will be purchased will be the
average of the bid and asked prices of the Company's Common
Stock on the purchase date as reported by the National
Association of Securities Dealers Automated Quotation System
("NASDAQ") or by such other national stock exchange on which
the Company's Common Stock may be listed in the future.
Purchases with reinvested dividends will be made on the
dividend payment date (or the following business day if the
dividend payment date is not a business day).
A Participant may also terminate his account at any
time by giving written notice to that effect to the Company
or Mellon Securities Trust Company ("Transfer Agent"), which
is acting as the other Co-Administrator of the Plan. In the
event of termination by either the Company or the
Participant, certificates for a Participant's full shares in
his account will be sent to him or, if the Participant so
requests in writing, the Transfer Agent will attempt to sell
such shares following receipt of an appropriate written
request and compliance with any applicable transfer
requirements. Following such sale, the Transfer Agent will
remit the proceeds less brokerage commissions and any
applicable taxes. Fractional shares will be handled as
described in No. 16 below.
11. Who administers the Plan for Participants? The
Company and the Transfer Agent, as Co-Administrators,
administer the Plan for Participants, keep records, send
statements of account to Participants and perform other
duties relating to the Plan. Shares of Common Stock
purchased under the Plan may be registered in the name of
the Transfer Agent (or its nominee), as agent, and credited
to the accounts of the respective Participants.
Reports to Participants
12. What kind of reports will be sent to Participants
in the Plan? As soon as practicable after each purchase a
Participant will receive an advice of transaction, including
effective purchase price and the number of shares acquired.
All year-to-date transactions in the account will be
included in each statement. These statements are a record
of the cost of purchase of shares under the Plan and should
be retained for tax purposes. In addition, each Participant
will receive copies of the Company's annual and quarterly
reports to shareholders, proxy statements and dividend
income information for tax reporting purposes.
Dividends
13. Will Participants be credited with dividends on
shares held in their account under the Plan? Yes. As the
record holder for the shares held in Participants' accounts
under the Plan, the Transfer Agent will receive dividends
for all Plan shares held on the dividend record date, will
credit such dividends to Participants' accounts on the basis
of full and fractional shares held in these accounts, and
will automatically reinvest such dividends in additional
shares of Common Stock.
Certificates for Shares
14. Will certificates be issued for shares of Common
Stock purchased under the Plan? Unless requested, the
Company will not issue to Participants certificates for
shares of Common Stock purchased under the Plan. Your
shares will be held in the name of the Transfer Agent or its
nominee. The number of shares purchased for your account
under the Plan will be shown on your statement of account.
This feature protects against loss, theft or destruction of
stock certificates.
Certificates for any number of whole shares credited to
your account under the Plan will be issued to you upon your
written request. If you are reinvesting cash dividends with
respect to all the shares registered in your name, cash
dividends with respect to shares withdrawn from your account
will continue to be reinvested unless you thereafter submit
a new Authorization Card reducing the number of shares
subject to the Plan. Dividends on any full or fractional
shares remaining in your account will also continue to be
reinvested. The Company, at its discretion, may terminate
any account which contains only a fraction of a share by
paying the account holder the dollar value of such
fractional share. Certificates for fractions of shares will
not be issued. (See No. 15 below for instructions on
withdrawing shares.)
Accounts under the Plan will be maintained in the names
in which certificates of the Participants were registered at
the time the Participants entered the Plan. Therefore,
certificates for whole shares will be similarly registered
when issued at the request of a Participant. Should you
want your shares registered and issued in a different name
or should you want to change the name in which your account
is maintained, you must so indicate in a written request and
comply with any applicable transfer requirements. A
Participant who wishes to pledge shares credited to his or
her Plan account must first withdraw such shares from the
account.
Withdrawal of Shares in Plan Accounts
15. How may a Participant withdraw shares purchased
under the Plan? You may withdraw all or a portion of the
shares from your Plan account by notifying the Company or
the Transfer Agent in writing to that effect and specifying
in the notice the number of whole shares to be withdrawn.
This notice should be mailed to: First National Bancorp,
Shareholder Relations, P. O. Box 937, Gainesville, Georgia
30503 or Mellon Securities Transfer Service, P. O. Box 444,
Pittsburgh, PA 15230. Certificates for the whole shares of
Common Stock so withdrawn will be issued to you. In no case
will certificates for fractional shares be issued. Any
notice of withdrawal received less than five days prior to a
dividend record date will not be effective until dividends
for such record date have been reinvested and the Common
Stock so purchased is credited to the Participant's Plan
account, (See No. 5 above as to the approximate dividend
record dates.) If you are reinvesting dividends on all
shares registered in your name, dividends with respect to
shares withdrawn from your account will continue to be
reinvested unless you thereafter submit a new Authorization
Card reducing the number of shares subject to the Plan.
If a Participant desires for the Transfer Agent to sell
shares being withdrawn from his account, the Participant may
request the Transfer Agent to do so, and the Transfer Agent
will sell the shares following receipt of appropriate
written request and compliance with any applicable transfer
requirements. Following such sale the Transfer Agent will
remit the proceeds less brokerage commissions and any
applicable taxes.
16. What happens to the fraction of a share when a
Participant withdraws all shares from the Plan? If a
participant's account, at the time of termination, contains
a fractional share for which withdrawal is requested (or the
account is terminated by the Company as provided in No. 14
above), the Transfer Agent will make a cash payment equal to
the average of the bid and asked prices of the Common Stock
as reported by NASDAQ on such termination date multiplied by
such fraction. This cash payment, together with
certificates for the whole shares, will be mailed directly
to the withdrawing Participant by the Transfer Agent.
In the event that the Transfer Agent is requested by a
withdrawing Participant to sell the whole shares of Common
Stock in his or her Plan Account, the fractional share will
be redeemed at the same price as that at which such whole
shares of Common Stock are sold. This cash payment of both
whole and fractional shares will be mailed directly to the
withdrawing Participant by the Transfer Agent.
17. What happens to a Participant's Plan account if
all shares of Common Stock in the Participant's own name are
transferred or sold? If you dispose of all shares of Common
Stock registered in your own name (shares physically held by
you), the Transfer Agent will continue to reinvest the
dividends on the shares held in your Plan account until you
notify the Transfer Agent that you wish to withdraw such
shares from your account. (See No.15 above concerning the
withdrawal of shares.) The Company reserves the right to
liquidate holdings held in the Plan of less than one (1)
share.
Discontinuation of Dividend Reinvestment
18. How does a Participant discontinue the
reinvestment of dividends under the Plan? A Participant may
discontinue the reinvestment of dividends under the Plan
with respect to all or a portion of the Participant's shares
at any time by notifying the Company or the Transfer Agent
in writing to that effect. Discontinuance with regard to
all shares will constitute a request for withdrawal of the
shares held in a Participant's account. Notices of
discontinuance should be sent to First National Bancorp,
Shareholder Relations, P. O. Box 937, Gainesville, Georgia
30503 or Mellon Securities Transfer Service, P. O. Box 444,
Pittsburgh, PA 15230. To prevent the reinvestment of
dividends in accordance with the Plan, a notice of
discontinuance must be received at least five days prior to
the dividend record date for the next dividend to be paid.
(See No. 5 above for approximate timing of dividend record
dates.)
Other Information
19. What happens if the Company has a Common Stock
rights offering, issues a stock dividend or declares a stock
split? Participation in any rights offering will be based
upon both the shares of Common Stock registered in
Participants' names and the shares (including fractional
shares) credited to Participants' accounts. Any stock
dividend or shares resulting from stock splits with respect
to shares of Common Stock, both full and fractional,
credited to Participants' accounts will be added to their
accounts.
20. How will a Participant's Plan shares be voted at a
meeting of shareholders? All shares of Common Stock
(including any factional share) credited to your account
under the Plan will be voted as you direct. If on the
record date for a meeting of shareholders there are shares
credited to your account under the Plan, you will be sent
the proxy materials for such meeting. When you return an
executed proxy, all of such shares will be voted as
indicated. Alternatively, if you so elect, you may vote all
of such shares in person at the shareholders' meeting.
21. What are the federal income tax consequences of
participation in the Plan? The Internal Revenue Service has
issued a ruling describing the federal income tax
consequences to a shareholder who participates in a dividend
reinvestment plan similar to the Plan.
Dividend Reinvestment Plan. A shareholder who
participates in the Plan will be treated for federal income
tax purposes as receiving a distribution in an amount equal
to the fair market value on the dividend payment date of all
full and fractional shares credited to the Participant. The
distribution will be taxable as a dividend to the extent of
the Company's earnings and profits as determined for federal
income tax purposes. The tax basis of the shares will be an
amount equal to their fair market value on the dividend
payment date. The Company intends to determine and report
the distribution amount on the basis that the fair market
value per share of the Common Stock issued pursuant to the
dividend reinvestment option is the average of the bid and
asked prices of the Common Stock on the dividend payment
dates as reported by NASDAQ.
Dividends-Received Deduction. A corporate shareholder
generally will be entitled to the seventy percent (70%)
dividends-received deduction available under the Internal
Revenue Code. The deduction is, of course, subject to
change should the Congress or the Internal Revenue Service
amend current law or regulations.
Holding Period. The holding period for shares acquired
under the Plan will begin the day after the applicable date
of purchase.
Foreign Shareholders. In the case of a foreign
shareholder whose dividends are subject to United States
income tax withholding and whose account is to be credited
with Common Stock pursuant to a reinvestment option, the
Transfer Agent will withhold the appropriate amount of tax
and reinvest the balance in Common Stock. The statement to
the foreign participant confirming acquisition of shares
pursuant to the Plan will indicate the amount of tax
withheld and the amount of the reinvestment.
Additional Information. A Participant will not realize
any taxable income when he or she receives certificates for
whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon
withdrawal from or termination of the Plan. However, a
Participant who receives, upon withdrawal from or
termination of the Plan, a cash payment for a fractional
share then held in his or her account will realize gain or
loss measured by the difference between the amount of the
cash received and the price at which such fractional share
was credited to the Participant's account. Such gain or
loss will be capital in character if such fractional share
is a capital asset in the hands of the Participant. For
further information as to tax consequences of participation
in the Plan, Participants should consult with their own
advisors. Information for income tax purposes for
Participants in the Plan will be printed on the
Participant's statement of account.
22. What is the responsibility of the Bank under the
Plan? The Company and the Transfer Agent in administering
the Plan will not be liable for any act done in good faith
or for any good faith omission to act including, without
limitation, any claim of liability arising out of failure to
terminate a Participant's account upon such Participant's
death, the prices at which shares are purchased for the
Participant's account, the times when purchases are made or
fluctuation in the market value of the Common Stock.
Participants should recognize that neither the Company nor
the Transfer Agent can provide any assurances of a profit or
protection against loss of value on any shares purchased
under the Plan.
23. May the Plan be changed or discontinued? While
the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan
at any time, including the period between a dividend record
date and the related dividend payment date. The Company
also reserves the right to make modifications to the Plan,
by the mailing of appropriate notice, amendment or
supplement at least thirty (30) days prior to the effective
date thereof to the Participant at his last address of
record. It is understood that amendments or supplements may
be required from time to time due to changes in existing
rules and regulations or new rules and regulations issued by
any governing authority. In such cases, such amendments or
supplements as required will be made and thereafter
notification sent to each Participant of the amendments or
supplements. The Company also reserves the right to
terminate any Participant's participation in the Plan at any
time.
24. Can checks be written against the Participant's
Plan account or can the account be transferred? No. A
Participant may not draw checks or drafts against his Plan
account, nor may a Participant sell, assign or transfer his
Plan account.
25. How is the Plan to be interpreted? Any question
of interpretation arising under the Plan will be determined
by the Company, and any such determination will be final.
26. Where should correspondence regarding the Plan be
directed? All general correspondence regarding the Plan
should be directed to: First National Bancorp, Shareholder
Relations, P. O. Box 937, Gainesville, Georgia 30503.
Please mention this specific Plan in all correspondence.
<PAGE>
COMMON STOCK
The Company's Common Stock is traded in the Over-the-
Counter Market and is quoted in the National Association of
Securities Dealers Automated Quotation System under the
symbol "FBAC". The transfer agent for the Common Stock is
Mellon Securities Trust Company, 85 Challenger Road,
Ridgefield Park, N.J. 07660.
USE OF PROCEEDS
The proceeds from the sale of the Common Stock Offered
pursuant to the Plan will be used for general corporate
purposes of the Company including investments in, or
extensions of credit to, the Company's banking subsidiaries
and any future banking-related subsidiaries.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
prospectus the following documents and information
heretofore filed with the Securities and Exchange
Commission:
1. The Company's Annual Report on form 10-K for the
fiscal year ended December 31, 1993.
2. All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Act of 1934, as
amended, since the end of the Company's fiscal
year ended December 31, 1993.
3. The description of Common Stock contained in the
Company's Registration Statement on Form S-14
(File No. 2-71367) declared effective on April 30,
1981, as such description is updated by the
Company's Current Report on Form 8-K, dated April
20, 1988 and by the Company's Current Report on
Form 8-K, dated April 23, 1993.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this Prospectus and
prior to the termination of this offering of the shares of
Common Stock offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a
part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
LEGAL OPINION
The legality of the shares of Common Stock of the
Company to be issued under the Plan will be passed upon by
Stewart, Melvin & Frost, Attorneys-at-Law, Sixth floor, Hunt
Tower, 200 Main Street, Gainesville, Georgia 30501. W.
Woodrow Stewart is a partner in said firm and is a
stockholder and director of the Company and a director of
The First National Bank of Gainesville. J. Kenneth Nix is
also a partner in said firm and is a stockholder and
director of the Company and a director of First National
Bank of White County. In addition, certain partners and
associates of Stewart, Melvin & Frost, including the
attorneys in the firm who have participated in this matter,
own substantial shares of Company stock. Stewart, Melvin &
Frost serves as general counsel to the Company, The First
National Bank of Gainesville and First National Bank of
White County.
<PAGE>
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Sections 14-2-851 and 14-2-857 of the Georgia Business
Corporation Code authorize a corporation to provide for the
indemnification of officers, directors, employees and agents
in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the
Securities Act of 1933. The Company has adopted the
provisions of the Georgia statutes in its bylaws.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has
been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore
unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant will pay the expense of issuance and
distribution of this Registration Statement and related
prospectus. Estimated expenses in connection with the
issuance and distribution of the securities covered by this
Registration Statement are as follows:
Registration Fee Under Securities
Act of 1933 $ 1,476.29
Expenses and qualification Under
State Blue Sky Laws $ 500.00
Printing, Engraving and
Reproduction $ 3,000.00
Legal Fees and Expenses $ 4,000.00
Accounting Fees and Expenses $ 1,000.00
Fees of Plan Administration $43,000.00
Miscellaneous $ 2,500.00
Total $55,476.29
Item 15. Indemnification of Directors and Officers.
The by-laws of First National Bancorp ("the Company")
provide that any person may be indemnified or reimbursed by
the Company for reasonable expenses actually incurred in
connection with any action, suit or proceeding, civil or
criminal, to which he shall be made a party by reason of his
being or having been a director, officer or employee of the
Company or of any firm, corporation or organization which he
served in any such capacity at the request of the Company.
However, under the by-laws no person may be indemnified or
reimbursed in relation to any matter in such action, suit or
proceeding as to which he is finally adjudged to have been
guilty of or liable for gross negligence, willful misconduct
or criminal acts in the performance of his duties for the
Company. In addition, the by-laws provide that no person
shall be indemnified or reimbursed in relation to any matter
in such action, suit or proceeding which has been made the
subject of a compromise settlement except with the approval
of a court of competent jurisdiction, or the holders of
record of a majority of the outstanding shares of the
Company, or the Board of Directors, acting by vote of
directors not parties to the same or substantially to the
same action, suit or proceeding, constituting a majority of
the whole number of directors. The foregoing right of
indemnification or reimbursement is not exclusive of other
rights to which such person may be entitled as a matter of
law.
In addition, Georgia law provides broad authority to
directors and shareholders of corporations to indemnify
officers, directors and employees against liabilities and
expenses of defending civil (and in some cases criminal)
matters. See Official Code of Georgia Annotated, Sections 14-2-
851 and 14-2-857.
In general, the effect of the above-referenced statutes
and of the by-laws of the Company is that the Company will
indemnify its directors, officers and employees for
reasonable expenses and damages actually incurred in
connection with any action, suit or proceeding, civil or
criminal, to which they shall be made a party by reason of
their being or having been directors, officers or employees
of the corporation, provided that such persons are not
finally adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the
performance of their duties for the Company. The by-laws
also provide that the Company may purchase insurance for the
purpose of indemnifying its directors, officers, and other
employees to the extent that such indemnification is allowed
under the by-laws. Pursuant to the by-laws, the corporation
has purchased insurance to indemnify its officers and
directors.
The Articles of Incorporation of the Company were
amended in May of 1990 to provide that the directors of the
Company have no personal liability to the Company or its
shareholders for monetary damages for breach of duty of care
or other duty as a director resulting from any act or
omission other than personal liability of a director (i) for
any appropriation, in violation of his duties, of any
business opportunity of the Company, (ii) for acts or
omissions which involve intentional misconduct or a knowing
violation of law, (iii) for voting in favor of or assenting
to distributions to shareholders which are unlawful under
Official Code of Georgia Annotated ("O.C.G.A.") Section 14-2-640
where it is established he did not perform his duties in
compliance with O.C.G.A. Section 14-2-830, or (iv) for any
transactions from which the director received an improper
personal benefit.
Item 16. Exhibits.
See Index of Exhibits at page _______ and Exhibits
immediately following the index.
Item 17. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the Registration Statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the Registration
Statement;
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the Registration Statement or any
material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in the
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gainesville, and
the State of Georgia, this 19th day of December, 1994.
FIRST NATIONAL BANCORP
By: s/Richard A. McNeece
Richard A. McNeece,
Chairman and
Chief Executive Officer
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose
name appears below constitutes and appoints PETER D. MILLER
and C. TALMADGE GARRISON, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement and to file
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and
about the premises, as fully to all interest and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Capacity Date
Principal Executive Director, Chairman
Officer: and C.E.O.
s/Richard A. McNeece 12-19-94
Richard A. McNeece
Principal Financial Director,
Officer: President,
C.A.O. and C.F.O
s/Pete D. Miller 12-19-94
Pete D. Miller
<PAGE>
Principal Accounting Senior Vice
Officer: President and
Secretary
s/C. Talmadge Garrison 12-19-94
C. Talmadge Garrison
s/Richard L. Shockley Director and Vice 12-19-94
Richard L. Shockley Chairman of the
Board
s/Jane Wood Banks Director 12-19-94
Jane Wood Banks
s/Thomas S. Cheek Director 12-19-94
Thomas S. Cheek
s/John A. Ferguson, Jr. Director 12-19-94
John A. Ferguson, Jr.
s/James H. Harris, Jr. Director 12-19-94
James H. Harris, Jr.
s/Ray C. Jones Director 12-19-94
Ray C. Jones
s/Arthur J. Kunzer, Jr. Director 12-19-94
Arthur J. Kunzer, Jr.
s/W. L. Lester Director 12-19-94
W. L. Lester
s/Loy D. Mullinax Director 12-19-94
Loy D. Mullinax
s/J. Kenneth Nix, Sr. Director 12-19-94
J. Kenneth Nix, Sr.
s/Edwin C. Poss Director 12-19-94
Edwin C. Poss
s/Paul J. Reeves Director 12-19-94
Paul J. Reeves
s/A. Roy Roberts, Jr. Director 12-19-94
A. Roy Roberts, Jr.
Director
Harold L. Smith
s/W. Woodrow Stewart Director 12-19-94
W. Woodrow Stewart
s/Bobby M. Thomas Director 12-19-94
Bobby M. Thomas
Director
James A. Walters
s/M. G. West Director 12-19-94
M. G. West
s/J. Michael Womble Director 12-19-94
J. Michael Womble
Director
Joe Wood, Jr.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
Page
5. Legal opinion of Stewart, Melvin
& Frost regarding legality of the
securities being issued.
23. Consent of KPMG PEAT MARWICK LLP. Consent
of Stewart, Melvin & Frost is contained
in the legal opinion of such firm
filed as Exhibit 5 to the Registration
Statement.
24. Power of Attorney with respect to
amendments to this Registration
Statement is included in one of the
signature pages to this Registration
Statement.
<PAGE>
EXHIBIT 5
LEGAL OPINION OF COUNSEL
December 19, 1994
First National Bancorp
P. O. Drawer 937
Gainesville, Georgia 30503
Gentlemen:
This opinion is given to you in connection with the
filing by First National Bancorp (the "Company") with the
Securities and Exchange Commission under the Securities Act
of 1933, as amended, of a Form S-3 registration Statement
with respect to 250,000 shares of the $1.00 par value Common
Stock of the Company to be offered under the Company's
Dividend Reinvestment Plan (the "Plan").
As general counsel of the Company, we have examined the
relevant corporate documents incident to the giving of this
opinion, and we are also generally familiar with the affairs
of the Company.
Based on the foregoing, we are of the opinion that
250,000 shares of Common Stock of the Company to be offered
to the public and purchased by shareholders of the Company
under the Plan will, when sold, be legally issued, fully
paid and non-assessable under the Georgia Business
Corporation Code.
This opinion is furnished by us solely for the benefit
of the Company in connection with the filing of the
Registration Statement. We consent to the use of this
opinion as an exhibit to the Registration Statement, and to
the references to this firm under the heading "Legal
Opinion" in the prospectus which forms a part of the
Registration Statement.
Sincerely yours,
STEWART, MELVIN & FROST
By: s/T. Treadwell Syfan
T. Treadwell Syfan
