FIRST NATIONAL BANCORP /GA/
8-K, 1995-04-11
NATIONAL COMMERCIAL BANKS
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             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
                              
                              
                              
                              
                      April 11, 1995
     --------------------------------------------------
      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 File     (IRS Employer
 jurisdiction of           No.)           Identification
  incorporation)                             Number)
                              
                              
                              
                              
                              
                              
303 Jesse Jewell Parkway, Suite 700, Gainesville, Georgia 30501
     --------------------------------------------------
     (address of principal executive office) (zip code)
                              
                              
                              
                              
                              
                      (404) 503-2000
     --------------------------------------------------
     (Registrants telephone number, including area code)
                              
                              
                              
                              
                        No change
     --------------------------------------------------
   (Former name or address, if changed since last report)

<PAGE>

Item 5.  OTHER EVENTS

(a)       First National Bancorp ("Registrant"), hereby
     reports the resignation of Richard A. McNeece, chairman
     and CEO of Registrant, effective June 30, 1995.
     Reproduced below is the press release concerning the
     resignation as released on April 11, 1995.  The press
     release discusses the circumstances relating to the
     resignation.

                [BEGINNING OF PRESS RELEASE]

     FIRST NATIONAL BANCORP

                    For Immediate Release:   April 11, 1995
                    Corporate Contact:       Pete Miller
                                             President/CFO/CAO
                                             (404) 503-2101
                    Media Contact:           Ronda Rich
                                             Corporate Communications
                                             (404) 503-2306
                    NASDAQ Trading Symbol:   FBAC


                FIRST NATIONAL BANCORP LEADER
                -----------------------------
                SETS SIGHTS ON NEW CHALLENGES
                -----------------------------

       Richard A. McNeece, chairman and chief executive
     officer of First National Bancorp, announced today that
     he will leave the company on June 30, 1995, including
     his position as chairman and chief executive officer of
     First National Bank of Gainesville.  As a part of the
     transition during the next two and one half months,
     Peter Miller, Bancorp President, will assume the day to
     day operating responsibilities.
          "The Board of Directors recruited me to the
     organization to build value, acquire options for growth
     and focus efforts on the future," McNeece added.  "The
     time I have devoted to building FNB has been among the
     most professionally rewarding periods of my career."
       In announcing his resignation, McNeece indicated a
     differing view toward the strategic direction of the
     company.
       "It is apparent that the corporation and I now view
     the future differently.  There is a changing focus
     among a group of shareholders that makes it appropriate
     for me to channel my talent and energies into a new
     environment," McNeece said.
       "Rick's leadership and vision at First National over
     the last eight years has made it an industry leader,"
     noted board member Joe Wood, Jr., president of
     Gainesville-based Turner, Wood & Smith Insurance. "The
     growth of the assets and market share as well as the
     strength and financial soundness of the company under
     Rick's tenure has been a tremendous accomplishment."
       "I have always been motivated by a challenge; that is
     apparent in the achievements I have accomplished during
     my 27-year career in the banking industry," McNeece
     said. "Challenge to me translates into the ability and
     opportunity of building an organization for growth and
     resiliency as the economy continues to prepare for the
     next millennium."
       McNeece has been the instrument of innovation since
     he was recruited by the board of directors to join the
     company as president and chief executive officer of the
     First National Bank of Gainesville in July, 1987.
     During his tenure, McNeece directed

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<PAGE>

     his efforts in six
     key areas: organization, development of people,
     technology, sales and marketing, mergers and investor
     relations.
       Today, the company is a market-driven organization as
     a result of  McNeece's  comprehensive effort to
     identify and address the needs of customers served by
     First National Bancorp. "Our product mix and delivery
     systems have made us more competitive in this rapidly
     changing environment," McNeece explained.
       With his leadership, the holding company has
     increased its assets by $1 billion. He also initiated
     the company's entry into interstate banking with the
     acquisition of three Florida banks. When this purchase
     is completed, it will increase the holding company's
     assets to $3 billion.
       McNeece's acquisition strategy has been careful,
     however. "We've focused on adding banks in lucrative
     markets, such as Northwest Georgia," McNeece noted. "We
     have had opportunities to acquire banks in several
     other markets in the South, but we passed over those
     that would not add the desired shareholder value. We
     have never been interested in mergers just for the
     purpose of size."
       McNeece added that his strategy has been one that is
     "leading edge, rather than cutting edge. The difference
     is that a cutting edge company takes greater risks and
     incurs high research costs.  While we forged into new
     territory, we did so with a proven plan that offered
     less risk to shareholders."
       According to First National Bancorp board member
     Woody Stewart, a partner of Stewart, Melvin & Frost in
     Gainesville, McNeece was responsible for making a top
     to bottom change at the company. "Rick is highly
     motivated, intensely focused and knew what it took to
     make this a superior banking company," Stewart said.
       Where the local community is concerned, McNeece
     tackled his job as chairman of the Greater Hall Chamber
     of Commerce's Hall Together Business Initiative with
     the same zeal he had for First National Bancorp.  In
     1994, he surpassed the campaign's goal of $1.6 million
     by raising $2.2 million. McNeece also has served in
     leadership roles with the American Bankers Association,
     Georgia Bankers Association, Brenau University, the
     Rotary Club of Gainesville and the United Way of Hall
     County.
       McNeece said that a highlight of his time at FNB has
     been building a strong management team. "There is an
     incredible amount of talent here, and it has been a
     pleasure to work with these fine professionals,"
     McNeece said. "I wish them the very best for the future
     and look forward to their continued accomplishments."
       McNeece currently is entertaining several business
     ventures.
                   [END OF PRESS RELEASE]
      
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<PAGE>
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:  April 11, 1995

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