ITEM 1. BUSINESS
First National Bancorp (Registrant) was incorporated as a Georgia business corporation in 1980. In July 1981, through a plan of reorganization, the Registrant acquired all of the issued and outstanding common stock of The First National Bank of Gainesville (FNBG), Gainesville, Georgia in exchange for Registrant's common stock.
Since its formation in 1980 through December 31, 1994, the Registrant has acquired sixteen banks in addition to the founding bank, FNBG. Those banks which have been acquired and some information about each is presented in the "Acquisition Schedule, Properties, and Other Information" table below.
Because of its ownership of all the issued and outstanding shares of common stock of the following banks, Registrant is a "bank holding company" as that term is defined under Federal law in the Bank Holding Company Act of 1956, as amended, and under the bank holding company laws of the State of Georgia. As a bank holding company, the Registrant is subject to the applicable provisions of the Federal Reserve System and the Georgia State Department of Banking and Finance. The Registrant's primary business as a bank holding company is to manage the business and affairs of its banking subsidiaries. The Registrant's subsidiary banks provide a full range of banking and mortgage banking services to their customers.
The following table lists the Registrant and subsidiaries, disclosing information pertinent to Part I, Item 1 and properties information disclosure as required in Part I, Item 2
ITEM 2. PROPERTIES
Registrant's seventeen subsidiary banks operate as autonomously as is possible under a holding company structure within their particular counties and maintain separate banking facilities, which each subsidiary bank owns or leases. In addition, Registrant owns a main office building, used as its corporate offices, and several other offices used to house banking support operations. See Item 1. Business for additional information concerning properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The nature of the business of Registrant and its subsidiaries ordinarily results in a certain amount of litigation. Accordingly, Registrant and its subsidiaries are parties (both as plaintiff and defendant) to a limited number of lawsuits incidental to their business and, in certain of such suits, claims or counterclaims have been asserted. In the opinion of management and counsel for Registrant, these lawsuits are considered ordinary litigation incidental to the conduct of business and in none of these cases should the ultimate outcome have a material adverse effect on Registrant's financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth quarter of 1994.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The market, stock price, and dividend information which appears on page 35 and 36 of Registrant's Management's Discussion and Analysis of Financial Condition and Results of Operations section, included in Registrant's 1994 Annual Report to shareholders, is incorporated by reference in this Form 10-K Annual Report. The discussion of source of dividends and restrictions on dividends, which may be declared by the subsidiary banks, appearing on page 53, Note 14, of Registrant's 1994 Annual Report to shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data which appears as a part of Management's Discussion and Analysis of Financial Condition and Results of Operations on page 19 of Registrant's 1994 Annual Report to shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Interest Rate Sensitivity Table is provided:
Additional information relating to Management's Discussion and Analysis of Financial Condition and Results of Operations appears on pages 18 through 36 of Registrant's 1994 Annual Report to shareholders, including a discussion of interest rate sensitivity management on page 34, and is incorporated by reference in this Form 10-K Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Notes to Consolidated Financial Statements, together with the report thereon of KPMG Peat Marwick LLP, dated January 27, 1995, appearing on pages 37 through 56 of Registrant's 1994 Annual Report to shareholders, are incorporated by reference in this Form 10-K Annual Report.
Consolidated quarterly financial information appearing on page 56 of the Registrant's 1994 Annual Report to shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Within the twenty-four month period prior to the date of Registrant's most recent financial statements, and for the year ended December 31, 1994, Registrant did not change accountants and had no disagreements with its accountants on any matter of accounting principles, practices, or financial statement disclosure.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning directors is presented on pages 2 through 7 of the Proxy Statement for Annual Meeting of Shareholders, to be held April 19, 1995, which information is incorporated by reference in this Form 10-K Annual Report.
Information concerning executive officers of Registrant is set forth under the caption "Executive Officers of the Registrant" in Item 1. Business, hereof.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation is shown under Compensation of Executive Officers on pages 9 through 17 of the Proxy Statement for Annual Meeting of Shareholders, to be held April 19, 1995, which is incorporated by reference in this Form 10-K Annual Report.
Compensation of Directors is shown under Compensation of Directors on pages 17 and 18 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 19, 1995, which is incorporated by reference in this Form 10-K Annual Report.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders of Registrant which appears on page 8 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 19, 1995, is incorporated by reference in this Form 10-K Annual Report.
Security Ownership of Directors, Nominees, Executive Officers, and Directors and Executive Officers, as a group, which appears on pages 7 and 8 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 19, 1995, is incorporated by reference in this Form 10-K Annual Report.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management which appears on page 18 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 19, 1995, is incorporated by reference in this Form 10-K Annual Report.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following consolidated financial statements of Registrant and its subsidiaries and independent auditors' report, incorporated herein by reference from pages 37 through 56 of Registrant's 1994 Annual Report to shareholders, have been filed as Item 8 in Part II of this report:
Independent Auditors' Report Consolidated Balance Sheets - December 31, 1994 and 1993 Consolidated Statements of Income - Years ended December 31, 1994, 1993, and 1992 Consolidated Statements of Shareholders' Equity - Years ended December 31, 1994, 1993, and 1992 Consolidated Statements of Cash Flows - Years ended December 31, 1994, 1993, and 1992 Notes to Consolidated Financial Statements
(a)2. Financial Statement Schedules
Financial statement schedules are omitted as the required information is not applicable.
(a)3. Exhibits List
See Exhibit Index included as page 13 of this report, which is incorporated herein by reference.
(b)Reports on Form 8-K
Current Report on Form 8-K, dated November 22, 1994, was filed on November 23, 1994, pertaining to the signing of an Agreement and Plan of Merger, by and between Registrant and FF Bancorp, whereby Registrant will exchange .825 shares of Registrant's common stock for each share of FF Bancorp stock in a transaction to be accounted for as a pooling-of-interests.
Current Report on Form 8-K, dated October 27, 1994, was filed on October 28, 1994, pertaining to signing of a Letter of Intent, by Registant and FF Bancorp, whereby Registrant will exchange .825 shares of Registrant's common stock for each share of FF Bancorp stock in a transaction to be accounted for as a pooling-of- interests.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, First National Bancorp has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST NATIONAL BANCORP
By: /s/ Richard A. McNeece ------------------------------------ Richard A. McNeece, Chairman and Chief Executive Officer
Date: March 29, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of First National Bancorp and in the capacities and on the dates indicated.
/s/ Richard A. McNeece 3/29/95 -------------------------------------- Richard A. McNeece Date Chairman and CEO
/s/ Richard L. Shockley 3/29/95 -------------------------------------- Richard L. Shockley Date Vice Chairman
/s/ Jane Wood Banks 3/29/95 -------------------------------------- Jane Wood Banks, Director Date
/s/ Paul J. Reeves 3/29/95 -------------------------------------- Paul J. Reeves, Director Date
/s/ Thomas S. Cheek 3/29/95 -------------------------------------- Thomas S. Cheek, Director Date
-------------------------------------- A. Roy Roberts, Jr., Director Date
/s/ John A. Ferguson, Jr. 3/29/95 -------------------------------------- John A. Ferguson, Jr., Dirctor Date
/s/ Harold L. Smith 3/29/95 -------------------------------------- Harold L. Smith, Director Date
/s/ James H. Harris 3/29/95 -------------------------------------- James H. Harris, Dirctor Date
/s/ W. Woodrow Stewart 3/29/95 -------------------------------------- W. Woodrow Stewart, Director Date
/s/ Ray C. Jones 3/29/95 -------------------------------------- Ray C. Jones, Director Date
/s/ Bobby M. Thomas 3/29/95 -------------------------------------- Bobby M. Thomas, Director Date
/s/ Arthur J. Kunzer, Jr. 3/29/95 -------------------------------------- Arthur J. Kunzer, Jr., Director Date
-------------------------------------- James A. Walters, Director Date
-------------------------------------- W. L. Lester, Director Date
-------------------------------------- Mack G. West, Director Date
/s/ Peter D. Miller 3/29/95 -------------------------------------- Peter D. Miller, Director, Date President, CAO and CFO
-------------------------------------- J. Michael Womble, Director Date
/s/ Joe Wood, Jr. 3/29/95 -------------------------------------- Joe Wood, Jr. Date
-------------------------------------- Loy D. Mullinax, Director Date
/s/ J. Reid Moore 3/29/95 -------------------------------------- J. Reid Moore, Group Date Vice President and Controller
-------------------------------------- J. Kenneth Nix, Sr., Director Date
-------------------------------------- Edwin C. Poss, Director Date
EXHIBITS INDEX
Sequential Exhibit Page Number Description Number
3.1 Articles of Incorporation of First National Bancorp, as amended, (incorporated by reference to such - - document filed as Exhibit 3.1 to Registrant's Registration Statement No. 33-64590 on Form S-4).
3.2 Bylaws of First National Bancorp currently in effect (incorporated by reference to Exhibit 3.2 - - of Registrant's Registration Statement No. 33-64590 on Form S-4).
10.1 1988 Employee Stock Option Plan of First National Bancorp (incorporated by reference to such - - document filed as Exhibit 4.1 to Registrant's Registration Statement No. 33-24985 on Form S-8).
10.2 1990 Employee Stock Option Plan of First National Bancorp and Amendment thereto dated July 17, 1991 - - (incorporated herein by reference to such document filed as Exhibit 10.3 of Registrant's Registration Statement No. 33-64590 on Form S-4).
10.3 Change of Control Agreement, dated June 23, 1992, between First National Bancorp and Richard A. McNeece - - (incorporated herein by reference to such document filed as Exhibit 10.7 of Registrant's Registration Statement No. 33-50422 on Form S-4).
10.4 Change of Control Agreement, dated June 16, 1992, between First National Bancorp and Peter D. Miller - - (incorporated herein by reference to such document filed as Exhibit 10.8 of Registrant's Registration Statement No. 33-50422 on Form S-4).
10.5 Change of Control Agreement, dated June 16, 1992, between First National Bancorp and C. Talmadge Garrison - - (incorporated herein by reference to such document filed as Exhibit 10.9 of Registrant's Registration Statement No. 33-50422 on Form S-4).
10.6 Change of Control Agreement, dated June 24, 1992, between First National Bancorp and Richard D. White - - (incorporated herein by reference to such document filed as Exhibit 10.10 of Registrant's Registration Statement No. 33-50422 on Form S-4).
10.7 1993 Employee Stock Option Plan of Registrant dated April 26, 1993 (incorporated herein by reference - - to such document filed as Exhibit 10.11 of Registrant's Registration Statement No. 33-64590 on Form S-4).
10.8 First National Bancorp Incentive Compensation Plan (incorporated by reference to Exhibit 10.12 of Registrant's - - Registration Statement No. 33-64590 on Form S-4).
10.9 Change of Control Agreement, dated June 16, 1993, between First National Bancorp and Bryan F. Bell - - (incorporated herein by reference to such document filed in Form 10- K for the year ended December 31, 1993, SEC File No. 0-10657).
EXHIBITS INDEX (continued) Sequential Exhibit Page Number Description Number
10.10 Change in Control Agreement, dated July 1, 1992, between First National Bancorp and Stephen M. Rownd - - (incorporated herein by reference to such document filed as Exhibit 10.10 of Registrant's Registration Statement No. 33-57681 on Form S-4).
10.11 First National Bancorp Performance-Based Restrictive Stock Plan approved by the shareholders on - - April 20, 1994 (incorporated herein to such document filed as Exhibit 10.10 of First National Bancorp's Registration Statement No. 33-53719 on Form S-4.
11.1 Computation of Net Income per Common Share. 15
13.1 1994 Annual Report to shareholders for the year ended December 31, 1994, including certain pages of 16 which are incorporated herein by reference.
21.1 Subsidiaries of the Registrant at December 31, 1994, are incorporated by reference to Acquisition Schedule, - - Properties, and Other Information, provided under Item I. Business of this document.
23.1 Independent Auditors' Consent to incorporation by reference in Registrant's Registration Statements No. 82 33-32997, No. 33-24985, 33-41878, 33-61586, 33-68770, and 33-56969 on Form S-8, No. 33-57019 on Form S-3.
27.1 Financial Data Schedule (for SEC use only) 83
99.1 Proxy Statement For Annual Meeting of Shareholders, to be held April 19, 1995, certain pages of which are 84 incorporated herein by reference.