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 16, 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)
(770) 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, as described in Registration Statement No.
33-57681, 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.
Since the transaction was accounted for as a "pooling-
of-interests," under Financial Reporting Release
201.01, a certain sharing of risks must be present for
a transaction to qualify as a pooling-of-interests.
Under Accounting Series Release 135, and subsequent
Staff Accounting Bulletin No. 65, this risk sharing
will have occurred if no affiliate of either company in
the business combination sells, or in any other way
reduces, the risk relative to any common shares
received in the business combination until such time as
financial results covering at least 30 days of post-
merger combined operations have been published. The
Registrant hereby wishes to publish financial results
as of July 31, 1995, and for the seven months July 31,
1995 and 1994, which includes thirty days of post-
merger combined operations on a restated basis.
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The following sets forth condensed unaudited consolidated
balances for the Registrant and subsidiaries, including
FF Bancorp, Inc., as of July 31, 1995, and the related
statements of income for the seven months ended July
31, 1995 and 1994.
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands, except share data)
(unaudited)
July 31,
1995
ASSETS
Cash and due from banks $ 105,224
Federal funds sold 122,106
Cash and cash equivalents 227,331
Interest-bearing deposits in other
financial institutions 13,572
Investment securities 821,399
Loans, net of unearned income 1,929,917
Allowance for loan losses (25,864)
Net Loans 1,904,053
Premises and equipment, net 66,502
Other assets 80,664
Total assets $3,113,52
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing $ 344,906
Interest-bearing 2,248,152
Total deposits 2,593,057
Federal funds sold and securities sold
under agreements to repurchase 88,439
Other Short-term borrowings 12,448
Long-term debt 79,803
Other liabilities 39,462
Total liabilities 2,813,209
Shareholders' equity:
Common stock, $1 par value; authorized
30,000,000 shares; issued and
outstanding 20,482,193 shares 20,482
Additional paid-in capital 89,070
Retained earnings 187,884
Net unrealized holding gains
on investment securities
available-for-sale 2,875
Total shareholders' equity 300,311
Total liabilities and shareholders' $3,113,52
equity
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except share data)
(unaudited)
Seven Months Ended July 31,
1995 1994
INTEREST INCOME
Loans (including fees) $ 103,707 $ 88,095
Interest-bearing deposits in other
financial institutions 548 1,170
Investment securities:
Tax-exempt 6,487 5,950
Taxable 22,947 18,189
Federal funds sold 4,462 2,429
Total interest income 138,150 115,834
INTEREST EXPENSE
Deposits 58,718 44,044
Federal funds purchased and securities
sold under agreements to repurchase 3,297 1,526
Other short-term borrowings 215 134
Long-term debt 2,600 2,236
Total interest expense 64,830 47,939
NET INTEREST INCOME 73,320 67,895
Provision for loan losses 1,343 395
Net interest income after
provision for loan losses 71,978 67,500
NONINTEREST INCOME
Service charges on deposit accounts 7,001 6,295
Mortgage loan and other related fees 3,098 4,104
Fees for trust services 1,385 1,381
Net gains on securities transactions 275 324
Other noninterest income 5,015 5,686
Total noninterest income 16,773 17,790
NONINTEREST EXPENSE
Salaries and employee benefits 32,007 28,362
Net occupancy 3,459 3,279
Furniture and equipment 3,688 3,860
Other noninterest expense 22,325 20,456
Total noninterest expense 61,479 55,957
Income before income taxes 27,271 29,333
Income tax expense 8,115 8,214
NET INCOME $ 19,157 $ 21,119
Weighted-average shares outstanding 20,453,438 20,215,871
Net income per share $ .94 $ 1.04
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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: August 16, 1995
