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
October 27, 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) On October 27, 1994, officials of the registrant, First
National Bancorp ("First Bancorp"), Gainesville, Georgia, and
FF Bancorp, Inc. ("FF Bancorp"), New Smyrna Beach, Florida,
signed a Letter of Intent of merger whereby First Bancorp will
acquire all the outstanding stock of the $597 million asset FF
Bancorp in a tax free exchange of stock whereby each share of
FF Bancorp stock will be exchanged for .825 shares of First
Bancorp $1.00 par value common stock in a transaction to be
accounted for under the pooling-of-interests method of
accounting. FF Bancorp currently has outstanding 4,677,435
shares of common stock, and approximately 84,806 option shares
under option agreements which will be exercised at times which
will not violate the pooling-of-interests method of accounting
for the transaction. No cash, except for fractional shares,
will be offered in the transaction. Following the signing of
the Letter of Intent, First Bancorp and FF Bancorp will
prepare and execute a definitive agreement of merger. The
merger is subject to the execution of a definitive agreement,
FF Bancorp shareholder approval and the approval of various
state and federal regulatory authorities.
Currently, total consolidated assets of FF Bancorp are $597
million and common shareholders equity is $48 million. FF
Bancorp is the parent holding company of (1) First Federal
Savings Bank of New Smyrna, a $318 million asset thrift
located in New Smyrna Beach, Florida, (2) First Federal
Savings Bank of Citrus County, a $214 million asset thrift
headquartered in Inverness, Florida, and (3) Key Bank of
Florida, a $66 million asset commercial bank located in Tampa,
Florida.
If consummated as planned, this will be First Bancorp's first
out of state merger.
First Bancorp is a $2.3 billion asset holding company located
in Gainesville, Georgia with 17 subsidiary banks and 54
banking locations in North Georgia.
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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/Peter D. Miller
Peter D. Miller
President,
Chief Administrative and
Chief Financial Officer
By: s/C. Talmadge Garrison
C. Talmadge Garrison
Senior Vice President
Secretary & Treasurer
Date: October 28, 1994
