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
August 3, 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 (IRS Employer
jurisdiction of File No.) Identification
of incorporation) Number)
303 Jesse Jewell Parkway, Suite 700
Gainesville, Georgia 30501
(address of principal executive office)
(770) 503-2000
(Registrant's telephone number, including area code)
No Change
(Former name or address, if changed since last report)
Item 5. OTHER EVENTS
(a.) This is an update to the event reported as of July 25, 1995,
whereby it was reported that officials of the Registrant,
First National Bancorp ("First Bancorp"), and The Bank of
Heard County ("Bank of Heard County") had signed a Letter of
Intent to merge. Effective August 3, 1995, those parties have
signed an Agreement of Reorganization and Plan of Merger
whereby the Bank of Heard County will be merged into Interim
Heard Corporation, a wholly owned subsidiary of First Bancorp,
in a reverse triangular merger which will make Bank of Heard
County a wholly owned subsidiary of First Bancorp.
As previously reported, 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. The
merger is subject to 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.
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: August 28, 1995
