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.
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.
Since its formation in 1980 through December 31, 1993, the Registrant has acquired fourteen 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.
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 fifteen 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 generally may be 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 1993.
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 of Registrant's 1993 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 1993 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 20 of Registrant's 1993 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
Management's Discussion and Analysis of Financial Condition and Results of Operations, which appears on pages 19 through 35 of Registrant's 1993 Annual Report to shareholders, 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, dated January 28, 1994, appearing on pages 37 through 56 of Registrant's 1993 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 1993 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, 1993, 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 6 of the Proxy Statement for Annual Meeting of Shareholders, to be held April 20, 1994, 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 18 of the Proxy Statement for Annual Meeting of Shareholders, to be held April 20, 1994, which is incorporated by reference in this Form 10- K Annual Report.
Compensation of Directors is shown under Compensation of Directors on page 18 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 20, 1994, 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 9 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 20, 1994, 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 through 9 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 20, 1994, 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 19 of the Proxy Statement For Annual Meeting of Shareholders, to be held April 20, 1994, 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 1993 Annual Report to shareholders, have been filed as Item 8 in Part II of this report:
Independent Auditors' Report Consolidated Balance Sheets - December 31, 1993 and 1992 Consolidated Statements of Income - Years ended December 31, 1993, 1992, and 1991 Consolidated Statements of Shareholders' Equity - Years ended December 31, 1993, 1992, and 1991 Consolidated Statements of Cash Flows - Years ended December 31, 1993, 1992, and 1991 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 December 28, 1993, was filed on December 31, 1993, pertaining to the issuance of 63,676, $1.00 par value common stock shares of Registrant, used in the acquisition of First Citizens Bancorp of Cherokee County, Inc., which was the parent company of Citizens Bank, Cherokee County.
Current Report on Form 8-K, dated October 20, 1993, was filed on October 27, 1993, pertaining to the promotion of J. Reid Moore to the Controller's position with Registrant.
Current Report on Form 8-K, dated October 14, 1993, was filed on October 14, 1993, pertaining to the signing of an Agreement of Reorganization and Plan of Merger, by Registrant and Metro, whereby Registrant will merge with Metro and acquire all of the outstanding shares of Metro's subsidiary bank, The Commercial Bank of Douglasville, Georgia.
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
By: /s/ Peter D. Miller --------------------------------------------- Peter D. Miller, President, Chief Administrative and Chief Financial Officer
By: /s/ J. Reid Moore --------------------------------------------- J. Reid Moore Group Vice President and Controller
Date: March 28, 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.
EXHIBITS INDEX