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
February 15, 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
On February 15, 1996, the merger of The Bank of Heard County,
Franklin, Georgia, with Interim Heard Corporation, a wholly owned
subsidiary of First National Bancorp ("Registrant"), whereby the
Bank of Heard County became a subsidiary of Registrant, as
described in Registration Statement No. 33-65515, was consummated.
The consummation of the merger resulted in The Bank of Heard
County, Franklin, Georgia, becoming a wholly owned subsidiary of
Registrant. As discussed in the Registration Statement, the
acquisition is being accounted for using the "pooling-of-interests"
method of accounting. Registrant has issued approximately 325,580
shares of First National Bancorp $1.00 par value common stock in
exchange for all of the 1,000 outstanding shares of The Bank of
Heard County stock. Cash needed for fractional shares, which is
deemed not material, will be paid to shareholders of The Bank of
Heard County by Registrant from internal funds. The common stock
shares issued by First National Bancorp are those shares registered
in Registration Statement No. 33-65515.
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: February 16, 1996
