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
February 28, 1994
Date of Report (date of earliest event reported)
FIRST NATIONAL BANCORP
(exact name of registrant as specified in its character)
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 February 28, 1994, the merger of
Metro Bancorp, Inc., Douglasville, Georgia, with and into
First National Bancorp ("Registrant"), whereby The Commercial
Bank became a subsidiary of Registrant, as described in
Registration Statement No. 33-72430 was consummated. The
consummation of the merger placed The Commercial Bank,
Douglasville, Georgia, under Registrant as a wholly owned
subsidiary. As discussed in the Registration Statement, the
acquisition is being accounted for using the "purchase" method
of accounting. Registrant has registered a maximum 366,382
shares of First National Bancorp, $1.00 par value, common
stock for use in the merger. The exact number of shares which
will be issued by Registrant concurrent with the merger date
cannot be determined until all election forms, indicating
whether the Metro Bancorp, Inc. shareholders elect a stock
exchange or to receive a cash payment for their shares, are
received by Registrant. However, based upon an estimated 96%
election of stock exchange, it is estimated that 267,768
shares of Registrant will be issued as of the merger date.
Additionally, based upon the subsidiary bank's success in
upgrading asset quality, the former Metro Bancorp, Inc.
shareholders can receive up to an additional approximate
45,000 shares at the conclusion of a twelve month and an
eighteen month period dating from the date of the signing of
the "Agreement of Reorganization and Plan of Merger".
Registrant will require that a minimum of 1,338,842 shares of
Metro Bancorp, Inc.'s 1,394,627 outstanding common shares be
exchanged for Registrant's common stock in the transaction in
order to insure the transaction qualifies as a tax-free
exchange. Cash needed for purchase of shares and fractional
shares will be paid to shareholders of Metro Bancorp, Inc. by
Registrant from internal sources of funds. A portion of the
funds used to redeem outstanding preferred stock of Metro
Bancorp, Inc. by Registrant came from borrowed funds with the
balance coming from internal funds. The common stock shares
being issued by First National Bancorp are those shares
registered in Registration Statement No. 33-72430. Since the
acquisition is being accounted for under the "purchase" method
of accounting, historical financial statements of First
National Bancorp will not be restated to include Metro
Bancorp, Inc., and its subsidiary, The Commercial Bank. The
inclusion of operating results of The Commercial Bank in
Registrant's statements will begin following the close of
business on February 28, 1994.
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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/ C. TALMADGE GARRISON
C. Talmadge Garrison
Senior Vice President,
Secretary and Treasurer
Date: March 8, 1994
