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
January 3, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
KPMG Peat Marwick LLP was previously the principal accountant
for First National Bancorp. On January 3, 1996, that firm's
appointment as principal accountant was terminated, since the
financial statements and results of operations will be included
with the restated financial statements of Regions Financial
Corporation due to the merger of First National Bancorp with
Regions Financial Corporation. The decision to terminate the
firm's appointment was subsequently recommended to and approved by
the audit committee of the board of directors on February 6, 1996.
In connection with the audits of the consolidated financial
statements of First National Bancorp and subsidiaries for each of
the two fiscal years ended December 31, 1994, and the subsequent
interim period through January 3, 1996, there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement. KPMG
Peat Marwick LLP has advised First National Bancorp that certain
matters did come to their attention, which may be regarded as
reportable events as defined in Regulation S-K, Item
304(a)(1)(v)(C)(1), as follows: First National Bancorp recorded
accounting adjustments related to the allowance for loan losses,
valuation of other real estate, income taxes, restructuring charges
for a proposed merger, and certain accrued liabilities in the
fourth quarter of 1995.
Financial information for the quarter and year ended December
31, 1995 has not been released and has not been audited or reviewed
by KPMG Peat Marwick LLP. Upon further review and careful
consideration of the appropriate accounting literature by First
National Bancorp, the restructuring charges were reversed. With
regard to the remaining fourth quarter adjustments, these
adjustments have been recorded based upon the appropriate events
and support and are consistent with First National Bancorp's
accounting policies and Generally Accepted Accounting Principles.
The audit reports of KPMG Peat Marwick LLP on the consolidated
financial statements of First National Bancorp and subsidiaries as
of and for the years ended December 31, 1994 and 1993, did not
contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting
principles, except as follows:
KPMG Peat Marwick LLP's report dated January 27, 1995, except
as to Note 2, which is as of July 3, 1995, and except as to Note
19, which is as of October 22, 1995, refers to a change in the
method of accounting for investment securities to adopt the
provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
at December 31, 1993, a change in method of accounting for income
taxes in 1993 to adopt the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", and a
change in the method of accounting for postretirement benefits
other than pensions in 1993 to adopt the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions".
A letter from KPMG Peat Marwick LLP is attached as Exhibit A.
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/Peter D. Miller
Peter D. Miller
President, C.A.O. and C.F.O.
Date: February 6, 1996 <PAGE>
EXHIBIT "A"
February 6, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for First National
Bancorp and, under the date of January 27, 1995, except as to note
2, which is as of July 3, 1995, and except as to note 19, which is
as of October 22, 1995, we reported on the consolidated financial
statements of First National Bancorp and subsidiaries as of and for
the years ended December 31, 1994 and 1993. Our report refers to
a change in the method of accounting for investment securities to
adopt the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" at December 31, 1993, a change in the method of
accounting for income taxes in 1993 to adopt the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", and a change in the method of accounting for
postretirement benefits other than pensions in 1993 to adopt the
provisions of Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other than
Pensions".
On January 3, 1996, we were notified that our appointment as
principal accountants was terminated. It is our understanding that
termination is subject to approval of the audit committee of the
board of directors. We have read First National Bancorp's
statement included under Item 4 of its Form 8-K dated January 3,
1996, and we agree with such statements, except that we had general
discussions with First National Bancorp about the appropriate
accounting literature with regard to the recognition of
restructuring charges and are not in a position to agree or
disagree with First National Bancorp's statements regarding the
recording and subsequent reversal of the restructuring charges.
Without further investigation, we are not in a position to
agree or disagree with First National Bancorp's statement that the
other adjustments recorded in the fourth quarter are based upon the
appropriate events and support and are consistent with First
National Bancorp's accounting policies and Generally Accepted
Accounting Principles.
We are also not in a position to agree or disagree with First
National Bancorp's statement that the termination was approved by
the audit committee of the board of directors.
Very truly yours,
s/KPMG PEAT MARWICK LLP
