UNITED STATES
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
March 1, 1996
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)(zip code)
(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) On March 1, 1996, at the close of business, the merger of
First National Bancorp ("First Bancorp") with and into Regions
Merger Subsidiary, Inc. ("Regions Subsidiary"), a wholly-owned
subsidiary corporation of Regions Financial Corporation
("Regions") created to facilitate the merger, was consummated.
The merger was carried out according to the terms of the
Agreement and Plan of Reorganization dated as of October 22,
1996, by and between First Bancorp and Regions and as outlined
in the Form S-4 Registration Statement, No. 33-64549, filed
with the Securities and Exchange Commission ("SEC") by
Regions.
First Bancorp's twenty one former subsidiary banks, including
two savings banks, are now subsidiaries of Regions under
Regions Merger Subsidiary, Inc.
As discussed in the Registration Statement, the acquisition is
being accounted for using the pooling-of-interests method of
accounting. Regions is issuing approximately 15,920,107
shares of its stock for all of First Bancorp's outstanding
$1.00 par value common stock, at the agreed upon ratio of .76
of a Regions share for each share of First Bancorp stock.
Fractional share amounts will be paid in cash.
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: March 15, 1996
