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 5, 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 3, 1995, the merger of FF Bancorp, Inc., FFSB,
("FF Bancorp") with and into FNB Subsidiary Corporation
("FNB"), a subsidiary corporation established by First
National Bancorp, FBAC, ("Registrant"), for its Florida
operations, was consummated.
FF Bancorp's former subsidiary banks, the $318 million
asset First Federal Savings Bank of New Smyrna, the
$215 million asset First Federal Savings Bank of Citrus
County, and the $75 million asset The Key Bank of
Florida, located in Tampa, are now subsidiaries of
Registrant under the new subsidiary corporation, FNB.
As discussed in the Registration Statement, the
acquisition is being accounted for using the "pooling-
of-interests" method of accounting. Registrant is
issuing approximately 3,888,050 shares of First
National Bancorp $1.00 par value common stock in
exchange for all of the approximately 4,700,000 shares
of FFSB stock. Cash needed for fractional shares,
which is deemed not material, will be paid to
shareholders of FF Bancorp by Registrant from internal
sources of funds. The common shares issued by
Registrant are those shares registered in said
Registration Statement, S.E.C. File No. 33-57681.
Since the acquisition is being accounted for under the
pooling of interests method of accounting, historical
financial statements of Registrant will be restated to
include the new subsidiaries.
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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 5, 1995
