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 GAINESVILLE, Ga., Aug. 18 /PRNewswire/ -- Metro Bancorp, Douglasville, Ga., and First National Bancorp of Gainesville, Ga. (NASDAQ: FBAC), announced today that they have signed a Letter of Intent that agrees to a merger between the two banking companies.
 Under the terms of the merger, Metro shareholders may elect to receive $4.00 in cash or First National Bancorp will exchange .20 shares of its common stock for each share of Metro Bancorp common stock outstanding. Should certain provisions take place between the signing of the Definitive Agreement and approximately 16 months, the purchase price could go to $5.00 per share. The transaction is structured as a tax-free exchange for shareholders electing Bancorp stock.
 The business transaction is subject to the execution of a definitive Merger Agreement, approval of the shareholders of Metro Bancorp and approval of the appropriate federal and state regulatory authorities.
 Bob Pope, chairman of Metro Bancorp, explained that the merger presents an exciting opportunity for their organization.
 "Metro's wholly owned subsidiary, The Commercial Bank, Douglasville, has a long and proven tradition of delivering quality banking services to the people of Douglas County," he said. "First National Bancorp's philosophy to allow affiliates to operate autonomously was important. The Commercial Bank, Douglasville, will continue to operate under its current charter and name under the guidance of its current board of directors."
 First National Bancorp was ranked by U.S. Banker as the 27th most profitable banking company among publicly traded banking companies. In the past eight years, it has seen over 100 percent growth (from $971 million to $2.0 billion), and increased from seven affiliate banks to the present number of 14, with the 15th affiliate anticipated to join Bancorp on Aug. 31.
 Richard McNeece, chairman and CEO of First National Bancorp, looks forward to officially welcoming The Commercial Bank as Bancorp's 16th affiliate.
 "Douglas County represents a great franchise for Bancorp," McNeece said. "The Commercial Bank's number one presence in the market and our mutual philosophy of excellent customer service and superior performance provides for a perfect fit."
 The current affiliate banks with First National Bancorp are: First National Bank of Gainesville; Citizens Bank, Ball Ground, Cherokee County; Bank of Clayton, Rabun County; First National Bank of White County; First National Bank of Habersham; The Peoples Bank of Forsyth County; First National Bank of Paulding County; Granite City Bank, Elbert County; First National Bank of Gilmer County; Bank of Banks County; Pickens County Bank; First National Bank of Jackson County; The Citizens Bank, Stephens County; Bank of Villa Rica and The Community Bank, Carrollton (effective 8/31/93).
 Proposed Merger Between Metro Bancorp, Douglasville, Ga.
 and First National Bancorp, Gainesville, Ga.
 I. Transaction
 Merger is structured as a tax free exchange whereby Bancorp
 will initially pay $4.00 per share in cash, or exchange .20
 shares of Bancorp stock for each share of Metro common stock
 outstanding. Depending on the success of Metro's subsidiary,
 Commercial Bank, in resolving various asset quality issues,
 Bancorp may pay up to a maximum of $5.00 per share.
 Metro Bancorp will be liquidated with Commercial Bank becoming
 Bancorp's 16th banking affiliate. Bancorp will assume
 approximately $5 million in Metro liabilities. The merger is
 not anticipated to be dilutive to Bancorp's earnings per share.
 Transaction is structured as a "purchase".
 Assuming full earnout at $5.00 per share:
 -- Approximate purchase price: $6,988,000
 -- Exchange ratio on stock: .24 shares Bancorp for each
 share Metro
 -- Approximate number of Bancorp
 shares to be issued in
 transaction: 340,880
 II. The Douglas County Market and Commercial Bank Market Share
 Metro is located in the rapidly growing Douglas County market,
 immediately southeast of Atlanta, Georgia, on I-20 linking
 Atlanta to Birmingham.
 Selected demographics Douglas County:
 Population 71,120
 No. of households 24,277
 Median household income $ 37,180
 Per capita income $ 14,096
 Taxable sales ($000) $631,587
 Net migration 61 percent
 Market deposits ($000) $437,665
 Commercial share 27 percent
 (1st out of 9)
 III. Metro Bancorp, Inc.
 Location: Douglasville, Georgia
 Chairman: Robert Pope
 Subsidiary: The Commercial Bank, Douglasville
 As of 6/30/93 (unaudited):
 Total assets: $135 million
 Total loans: $ 94 million
 Total deposits: $127 million
 Common equity: $ 2.9 million
 Loan loss reserve: $ 2.1 million
 YTD net income(a): $971 thousand
 Book value per share: $ 2.12
 Common shares outstanding: 1.397 million
 IV. Key factors:
 -- Geographical location and demographics of Douglas County.
 -- Number 1 market share position in Douglas County.
 -- Consistent with Bancorp's acquisition strategy.
 -- Potential for earnings growth. Anticipated to be non-
 dilutive to Bancorp performance.
 -0- 8/18/93
 /CONTACT: Corporate: Pete Miller, president/CFO, 404-503-2101; Media: Ronda Rich, communications officer, 404-503-2306, both of First National Bancorp/

CO: Metro Bancorp; First National Bancorp ST: Georgia IN: FIN SU: TNM

BR-BN -- AT006 -- 3974 08/18/93 14:26 EDT
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Publication:PR Newswire
Date:Aug 18, 1993

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