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
July 25, 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)
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Item 5. OTHER EVENTS
(a) On July 25, 1995, officials of the Registrant, First
National Bancorp, FBAC ("First Bancorp"), Gainesville,
Georgia, and Bank of Heard County, Franklin, Georgia,
signed a Letter of Intent to Merge whereby First
Bancorp will acquire all of the outstanding stock of
the $40 million asset Bank of Heard County. The merger
will be structured as a tax free exchange of stock
whereby each share of Bank of Heard County common stock
will be exchanged for 325.58 shares of First Bancorp
$1.00 par value common stock with the transaction to be
accounted for under the pooling-of-interests method of
accounting. Bank of Heard County currently has
outstanding 1,000 shares of common stock. No cash,
except for fractional shares, will be offered in the
transaction. Following the signing of the Letter of
Intent, First Bancorp and Bank of Heard County will
prepare and execute a definitive agreement of merger.
The merger is subject to the execution of the
definitive agreement, Bank of Heard County shareholder
approval and the approval of various state and federal
regulatory authorities.
Currently, total consolidated assets of Bank of Heard
County are $40 million and shareholders equity is $4
million. Bank of Heard County is a state chartered
commercial bank.
First Bancorp is currently a $3.1 billion asset holding
company located in Gainesville, Georgia. First Bancorp
is a bank and thrift holding company with 18 commercial
bank and 2 savings bank affiliates. If the merger is
consummated, Bank of Heard County will become First
Bancorp's 21st bank subsidiary and the company will
have 65 offices in over 40 communities in North Georgia
and Central Florida.
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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 & Treasurer
Date: July 25, 1995
