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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
First National Bancorp
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
320902
(CUSIP Number)
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
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(205) 326-7860
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 22, 1995
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF
THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE
THE NOTES).
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<TABLE>
<S> <C> <C>
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CUSIP No. 320902
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1. Name of Reporting Person: Regions Financial Corporation
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S.S. or I.R.S. Identification No. of Above Person: I.R.S. Identification No. 63-0589368
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2. Check the Appropriate Box if a Member of a Group* (See Instructions)
a. [ ] b. [ ]
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3. SEC Use Only
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4. Source of Funds (see Instructions): [WC;00]
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: Delaware
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7. Sole Voting Power: 4,089,234*
Number of -----------------------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
Owned by ----------------------------------------------------------------
Each Reporting 9. Sole Dispositive Power: 4,089,234*
Person With -------------------------------------------------------------
10. Shared Dispositive Power: 0*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,089,234**
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12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row 11: 16.6%**
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14. Type of Reporting Person (See Instructions): CO
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</TABLE>
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*The shares indicated are purchasable by Regions Financial Corporation
("Regions") upon exercise of an option issued to Regions on October 22, 1995,
and described in Item 4 of this report. Prior to the exercise of the option,
Regions is not entitled to any rights as a shareholder of First National
Bancorp ("First National") as to the shares covered by the option. The option
may only be exercised upon the happening of certain events referred to in Item
4, none of which has occurred as of the date hereof. Regions expressly
disclaims beneficial ownership of any of the shares of common stock of First
National which are purchasable by Regions upon exercise of the option.
**The percentage indicated represents the percentage of the total outstanding
shares of common stock of First National as of October 22, 1995. For the
reasons discussed in the footnote above, Regions expressly disclaims beneficial
ownership of any of the shares of common stock of First National which are
purchasable by Regions upon exercise of the option.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of First National, $1.00 par
value per share ("First National Common Stock"). First National is a Georgia
corporation whose principal executive offices are located at 303 Jesse Jewel
Parkway, Suite 700, Gainesville, Georgia 30501.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Regions, a Delaware corporation whose
principal executive offices are located at 417 North 20th Street, Birmingham,
Alabama 35203.
To the best of Regions' knowledge, during the last five years, neither
Regions nor any of its directors or executive officers has been convicted in
any criminal proceedings (excluding traffic violations or similar misdemeanors)
nor has Regions or any of its directors or executive officers been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Attached hereto is an appendix to Item 2 setting forth certain
additional information concerning the directors and executive officers of
Regions.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
It is presently anticipated that shares of First National Common Stock
as described in Item 4 would be purchased with working capital funds of
Regions.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Reorganization, dated as of October
22, 1995 (the "Merger Agreement"), by and between Regions and First National,
and in consideration thereof, First National issued an option to Regions on
October 22, 1995 (the "Option") to purchase, under certain conditions, up to
4,089,234 shares of First National Common Stock subject to adjustment under
certain circumstances at a purchase price of $27.00 per share, subject to
adjustment pursuant to anti-dilution provisions (the "Purchase Price").
The Option was issued to Regions pursuant to a Stock Option Agreement,
dated as of October 22, 1995 (the "Option Agreement"), between Regions and
First National, pursuant to the terms of the Merger Agreement. The Merger
Agreement provides, among other things, for the merger of First National with
and into Regions Merger Subsidiary, Inc., a corporation to be organized as a
Georgia corporation and a wholly owned subsidiary of Regions (the "Merger").
Upon consummation of the Merger, which is subject to the approval of First
National shareholders, Regions stockholders, regulatory approvals, and the
satisfaction or waiver of various other terms and conditions, each share of
First National Common Stock (excluding shares held by First National, or
Regions, or any of their respective subsidiaries, in each case other than in a
fiduciary capacity or as a result of debts previously contracted) issued and
outstanding shall be converted into and exchanged for .76 of a share, subject
to possible adjustment under certain circumstances as set forth in the Merger
Agreement, of the common stock of Regions, $.625 par value per share ("Regions
Common Stock") (the "Exchange Ratio").
Under the Merger Agreement, First National has the right to terminate
the Merger Agreement if the Average Closing Price (as defined below) of Regions
Common Stock (i) is less than $33.20 and (ii) reflects a decline of more than
20% below a weighted index of the stock prices of a group of 20 bank holding
companies designated in the Merger Agreement. In the event that First National
gives notice of its intention
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to terminate the Merger Agreement based on such provision, Regions has the
right to elect to adjust the Exchange Ratio in accordance with the terms of the
Merger Agreement, and thereby eliminate First National's right to terminate the
Merger Agreement.
For purposes of the Merger Agreement, the Average Closing Price shall
mean the average of the daily last sales prices of Regions Common Stock as
reported on the Nasdaq National Market System (as reported by The Wall Street
Journal or, if not reported thereby, another authoritative source as chosen by
Regions) for the ten consecutive full trading days in which such shares are
traded on the Nasdaq National Market System ending at the close of trading on
the date on which the approval of the Board of Governors of the Federal Reserve
System to the Merger is received.
If (i) Regions is not in material breach of the Option Agreement or the
Merger Agreement, and (ii) no injunction against delivery of the shares covered
by the Option is in effect, Regions may exercise the Option in whole or in
part, at any time and from time to time following the happening of certain
events (each a "Purchase Event"), including, among others:
(A) First National taking certain actions (each an "Acquisition
Transaction"), including, among others, authorizing, recommending
or entering into an agreement with any third party to effect (1)
a merger, consolidation or similar transaction involving First
National or its subsidiaries, (2) the sale, lease, exchange or
other disposition of 20% or more of the consolidated assets of
First National and its subsidiaries, or (3) the issuance, sale or
other disposition or 20% or more of the voting securities of
First National or any of its subsidiaries; or
(B) any third party acquiring, or obtaining the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of
First National Common Stock;
provided, the Option will terminate upon the earliest of (a) consummation of
the Merger; (b) termination of the Merger Agreement (other than as a result of
a willful breach of any representation or warranty or breach of any covenant by
First National) prior to the occurrence of a Purchase Event or certain other
events (each a "Preliminary Purchase Event"), including, among others (i)
commencement by any third party of a tender or exchange offer to purchase 15%
or more of the outstanding shares of First National Common Stock, (ii) failure
of the shareholders of First National to approve the Merger Agreement after
pubic announcement that a third party (x) proposes to engage in an Acquisition
Transaction, (y) commences a tender offer to purchase the outstanding shares of
First National, or (z) files an application under certain federal statutes
relating to the regulation of banks or their holding companies to engage in an
Acquisition Transaction; (c) 15 months after termination of the Merger
Agreement as a result of a willful breach of any representation or warranty or
breach of any covenant by First National; or (d) 15 months after termination of
the Merger Agreement following a Purchase Event or a Preliminary Purchase
Event.
At the request of Regions at any time, beginning on the first occurrence
of certain events (each a "Repurchase Event"), including, among others, the
acquisition by a third party of 50% or more of the outstanding shares of First
National Common Stock, and ending 12 months immediately thereafter, First
National will repurchase from Regions (i) the Option, and (ii) all shares of
First National Common Stock purchased by Regions pursuant to the Option
Agreement, at a specified price.
Upon the occurrence of certain events set forth in the Option Agreement,
the Option must be converted into, or exchanged for, an option, at the election
of Regions, of another corporation or First National (the "Substitute Option").
The terms of any such Substitute Option are set forth in the Option Agreement.
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A copy of the Merger Agreement, including the Option Agreement but
excluding certain other exhibits, is incorporated by reference herein as
Exhibit 1, and the foregoing summary is qualified in its entirety by reference
thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 4,089,234 shares of First National Common Stock which are
purchasable by Regions upon exercise of the Option are equal to approximately
19.9% of First National Common Stock, based on the 20,548,917 shares of First
National Common Stock issued and outstanding on October 20, 1995 before taking
into consideration the 4,089,234 shares of First National Common Stock that
would be issued pursuant to the Option.
The Option contains anti-dilution provisions which provide that the
number of shares of First National Common Stock issuable upon exercise of the
Option and the Purchase Price will be adjusted upon the happening of certain
events, including the payment of a stock dividend or other distribution in
First National Common Stock or the subdivision or reclassification of First
National Common Stock, as set forth in the Option Agreement. If any additional
shares of First National Common Stock are issued after the date of the Option
Agreement other than those described in the preceding sentence, the number of
shares subject to the Option shall be adjusted so that such number of shares
following such issuance shall continue to equal 19.9% of the number of shares
of First National Common Stock then issued and outstanding.
Regions expressly disclaims any beneficial ownership of the shares of
First National Common Stock which are purchasable by Regions upon exercise of
the Option because the Option is exercisable only in the circumstances referred
to in Item 4 above, none of which has occurred as of this date.
Other than as set forth in this Item 5, to the best of Regions'
knowledge (i) neither Regions nor any subsidiary or affiliate of Regions or any
of its or their executive officers or directors, beneficially owns any shares
of First National Common Stock, and (ii) there have been no transactions in the
shares of First National Common Stock effected during the past 60 days by
Regions, nor to the best of Regions' knowledge, by any subsidiary or affiliate
of Regions or any of its or their executive officers or directors.
No other person is known by Regions to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the First National Common Stock obtainable by Regions upon exercise of the
Option.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES TO THE ISSUER.
Other than the Merger Agreement, including the Option Agreement, a copy
of which (excluding certain exhibits) is incorporated by reference herein, to
the best of Regions' knowledge there are at present no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 above and between such persons and any person with respect to any
securities of First National.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Merger Agreement, including the Option Agreement is incorporated by
reference to Exhibits 2.1 and 2.2 of the Current Report on Form 8-K, dated
October 25, 1995, filed by First National Bancorp (Commission File No.
0-10657).
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
REGIONS FINANCIAL CORPORATION
Date: 10/31/95 By: /s/ Robert P. Houston
------------- Title: Executive Vice President
and Controller
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Appendix to Item 2
<TABLE>
<CAPTION>
Principal occupation or employment,
Position with name of business, principal business,
Name Regions Corporation and principal business address
- ---- ------------------- ------------------------------
<S> <C> <C>
J. Stanley Mackin Chairman and Chief Chairman and Chief Executive
Executive Officer Officer, Regions and First Alabama
Bank (banking)
417 North 20th Street
Birmingham, Alabama 35202
Sheila S. Blair Director Executive Director, Greater
Birmingham Foundation (public
foundation)
P.O. Box 131027
Birmingham, Alabama 35213
William R. Boles, Sr. Director Attorney, Boles, Boles & Ryan
(law firm)
1805 Tower Drive
Monroe, Louisiana 71201-4937
James B. Boone, Jr. Director Chairman of the Board, Boone
Newspapers, Inc. (newspaper
publishing, management and
ownership)
P.O. Box 2370
Tuscaloosa, Alabama 35403
Albert P. Brewer Director Professor of Law and Government,
Samford University (educational
institution)
800 Lakeshore Drive
Birmingham, Alabama 35229
James S.M. French Director Chairman and President, Dunn
Construction Co. (construction,
construction materials, investments)
P.O. Box 247
Birmingham, Alabama 35201
Catesby ap C. Jones Director Proprietor, Mabry Securities Co.
(insurance agency)
P.O. Box 454
Selma, Alabama 36701
</TABLE>
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<TABLE>
<CAPTION>
Principal occupation or employment,
Position with name of business, principal business
Name Regions Corporation and principal business address
- ---- ------------------- ------------------------------
<S> <C> <C>
Olin B. King Director Chairman and CEO, SCI Systems,
Inc. (diversified electronics
manufacturer)
P.O. Box 1000
Huntsville, Alabama 35804
Henry E. Simpson Director Attorney, Lange, Simpson, Robinson
& Somerville (law firm)
1700 First Alabama Bank Building
417 North 20th Street
Birmingham, Alabama 35203
Robert E. Steiner, III Director and Assistant Attorney, Steiner, Crum & Baker
Secretary (law firm)
First Alabama Bank Building
P.O. Box 668
Montgomery, Alabama 36104
Lee J. Styslinger, Jr. Director Chairman, ALTEC Industries, Inc.
(manufacturer of mobile utility
equipment)
P.O. Box 10264
Birmingham, Alabama 35202
Richard D. Horsley Director Vice Chairman of the Board and
Executive Financial Officer, Regions
and First Alabama Bank
417 North 20th Street
Birmingham, Alabama 35202
Carl E. Jones, Jr. Regional President Regional President, Regions
417 North 20th Street
Birmingham, Alabama 35202
Joe M. Hinds, Jr. Regional President Regional President, Regions
417 North 20th Street
Birmingham, Alabama 35202
Sam P. Faucett Regional President Regional President, Regions
417 North 20th Street
Birmingham, Alabama 35202
</TABLE>
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<TABLE>
<CAPTION>
Principal occupation or employment,
Position with name of business, principal business,
Name Regions Corporation and principal business address
- ---- ------------------- ------------------------------
<S> <C> <C>
Wilbur B. Hufham Regional President Regional President, Regions
417 North 20th Street
Birmingham, Alabama 35202
William E. Jordan Regional President Regional President, Regions
417 North 20th Street
Birmingham, Alabama 35202
</TABLE>
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