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
November 22, 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) This is an update to the event reported as of October 27,
1994, whereby it was reported that officials of the
Registrant, First National Bancorp, and FF Bancorp, Inc. ("FF
Bancorp"), New Smyrna Beach, Florida had signed a Letter of
Intent of merger. On November 22, 1994, those parties signed
an Agreement and Plan of Merger ("Agreement") whereby FF
Bancorp will merge into Registrant with all of the outstanding
shares of FF Bancorp being converted into Registrant common
stock and Registrant thereby acquiring FF Bancorp's subsidairy
organizations, those being: First Federal Savings Bank of New
Smyrna; First Federal Savings Bank of Citrus County; and Key
Bancshares, whose sole subsidiary is The Key Bank of Florida
in Tampa, Florida. All FF Bancorp entities are located in the
state of Florida. The Agreement sets forth the terms of the
transaction, the material terms of which are the same as
announced in the previous filing. FF Bancorp had total assets
of approximately $597 million at September 30, 1994. The
proposed transaction is subject to FF Bancorp shareholder and
regulatory approval and receipt by FF Bancorp of a fairness
opinion.
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: November 23, 1994
