425

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

Date of report (Date of earliest event reported): July 20, 2005

ABC Bancorp

(Exact Name of Registrant as Specified in Charter)

Georgia	001-13901	58-1456434
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24 2nd Avenue, S.E., Moultrie, Georgia	31768
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (229) 890-1111

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 20, 2005, ABC Bancorp issued a press release announcing its estimated second quarter 2005 results. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

Item 8.01. Other Events.

The press release attached as Exhibit 99.1 to this Current Report is filed herewith pursuant to Rule 425 under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) – (b)         Financial Statements and Pro Forma Financial Information. None.

(c) Exhibits.

99.1 Press release dated July 20, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABC BANCORP
By:	/s/ Dennis J. Zember Jr.
	Dennis J. Zember Jr.,
	Executive Vice President and
	Chief Financial Officer

Dated: July 20, 2005

EXHIBIT INDEX

99.1 Press release dated July 20, 2005.

EX-99.1

Exhibit 99.1

News Release

For more information contact:

Dennis J. Zember Jr.

Executive Vice President & CFO

ABC BANCORP’S NET INCOME UP 15.1% FOR

SECOND QUARTER OF 2005

July 20, 2005

ABC BANCORP (Nasdaq: ABCB), Moultrie, Georgia, reported net income of $3.50 million, or $0.293 per diluted share, for the three months ended June 30, 2005, compared to net income for the same period in 2004 of $3.04 million, or $0.256 per diluted share. These results represent a 15.1% increase in net income and a 14.4% increase in diluted earnings per share over the same period in 2004. Earnings for the six-month period ending June 30, 2005 increased 14.0% to $7.10 million, or $0.60 per diluted share.

ABC’s return on average assets for the quarter ended June 30, 2005 improved to 1.10% from 1.06% during the second quarter of 2004. Return on average tangible equity improved to 14.6% for the second quarter of 2005 compared to 13.0% for the same quarter in 2004.

Growth in Net Interest Income from Gains in Earning Assets and Low Cost Core Deposits

Net interest income for the second quarter of 2005 totaled $12.6 million, an increase of 16.5% over the same quarter in 2004. Net interest income increased 13.5% to $24.7 million for the first six months of 2005 as compared to the same period in 2004. ABC’s net interest margin increased from 4.07% during the second quarter of 2004 to 4.29% during the second quarter of 2005.

These increases in net interest income and net interest margin resulted from the combination of significant growth in earning assets and disciplined pricing with respect to both ABC’s assets and liabilities. Earning assets were $1.21 billion at June 30, 2005, an increase of 12.6% as compared to the same period in 2004. During the second quarter of 2005, loans increased by $102.8 million, or 12.0%, over the same quarter in 2004. Loans represented 79.8% and 80.3% of total earning assets at June 30, 2005 and June 30, 2004, respectively.

Deposits grew to record levels for ABC during the second quarter of 2005. Total deposits at June 30, 2005 were $1.04 billion, an increase of 17.8% from the $879.2 million reported at June 30, 2004. Additionally, core non-interest bearing balances increased 17.0%, to $151.2 million, from the same quarter in 2004.

Improvement in Efficiency

ABC’s efficiency ratio improved during the quarter despite the expansion of staff in several of ABC’s faster growing markets. ABC reported an efficiency ratio of 62.8% for the second quarter of 2005 compared to 63.3% for the same period in 2004. For the six-month periods ending June 30, 2005 and June 30, 2004, ABC reported efficiency ratios of 63.7% and 64.0%, respectively.

Credit Quality

ABC’s focus on quality in its credit portfolio continues to lead to improved results. Non-performing assets as a percentage of loans were 0.53% and 0.86% at June 30, 2005 and June 30, 2004, respectively. Annualized net credit losses during the second quarter of 2005 dropped to 0.08% of average loans outstanding compared to 0.30% for the same quarter of 2004. For the six months ended June 30, 2005, ABC experienced net credit recoveries of 0.04% of average loans outstanding compared to net credit losses of 0.17% for the same period in 2004. ABC’s allowance for loan losses totaled $16.6 million, or 1.72% of loans, at June 30, 2005 compared to $15.2 million, or 1.77% of loans, at June 30, 2004. ABC’s allowance for loan losses as a percentage of non-performing assets amounted to 323.3% and 205.8% at June 30, 2005 and June 30, 2004, respectively.

Recent Announcement Reflects Growth Commitment

In a press release dated July 1, 2005, ABC announced that it had reached an agreement to acquire First National Banc, Inc., a community bank holding company located on the Georgia/Florida coast. The acquisition of First National Banc, which had approximately $255 million in total assets at May 31, 2005, will more than double ABC’s presence between Brunswick, Georgia and Jacksonville, Florida and provide ABC with the additional staff necessary to build a significant presence in this market.

Commenting on the quarter and ABC’s expansion plans, Edwin W. Hortman, Jr., ABC’s President and CEO said, “I am pleased with our earnings for the first half of the year. Improvements in our net interest margin and core earnings will continue to generate value over time, and the recent addition of several experienced bankers to our team will further enhance growth opportunities in our key markets. Additionally, the announcement concerning our plans to expand our Brunswick, Georgia franchise by adding First National Banc’s presence in St. Marys, Georgia and Orange Park, Florida reflects our commitment to leveraging our capital base in markets where we can accelerate our growth rates.”

ABC Bancorp is headquartered in Moultrie, Georgia and has 12 banking subsidiaries with 37 locations in southern Georgia, Alabama and northern Florida.

ABC Bancorp Common Stock is quoted on the Nasdaq National Market under the symbol “ABCB”.

The preceding release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates which they were made. ABC Bancorp (“ABC”) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

ABC intends to file with the SEC a Registration Statement on Form S-4, which will contain the prospectus of ABC relating to the shares of ABC Common Stock to be issued in the acquisition of First National Banc, Inc. (“FNB”) and the proxy statement of FNB relating to its 2005 Annual Meeting of Shareholders, at which the transaction will be considered and voted upon by FNB’s shareholders, as well as other relevant documents concerning the transaction. Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors will be able to obtain the Form S-4 Registration Statement, including the exhibits filed therewith, free of charge at the website maintained by the SEC at www.sec.gov. In addition, investors may obtain documents filed with the SEC by ABC free of charge by requesting them in writing from ABC Bancorp, 24 2^nd Avenue, S.E., Moultrie, Georgia 31768, Attention: Corporate Secretary, or by telephone at (229) 890-1111. Investors may obtain documents filed with the SEC by FNB free of charge by requesting them in writing from First National Banc, Inc., 2509 Osborne Road, St. Marys, Georgia 31558.

FNB and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the acquisition of FNB by ABC. Information about such directors and executive officers and their ownership of FNB Common Stock is set forth in FNB’s Form 10-KSB for the year ended December 31, 2004, which will be incorporated by reference in the Form S-4 Registration Statement to be filed with the SEC and in the proxy statement/prospectus to be mailed to FNB shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

ABC BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data)

	QUARTER ENDED						YEAR-TO-DATE
		06/30/05			06/30/04			06/30/05			06/30/04
EARNINGS SUMMARY
Interest income	$	18,595		$	15,446		$	36,153		$	31,109
Interest expense		6,026			4,658			11,461			9,360
Net interest income		12,569			10,788			24,692			21,749
Provision for loan losses		753			627			905			938
Non-interest income		3,552			3,295			7,156			6,629
Non-interest expense		10,131			8,920			20,290			18,159
Income taxes		1,737			1,494			3,553			3,053
Net income	$	3,500		$	3,042		$	7,100		$	6,228
PER SHARE SUMMARY
Income per weighted avg share—basic *	$	0.2949		$	0.2594		$	0.6008		$	0.5309
Income per weighted avg share—diluted *	$	0.2927		$	0.2561		$	0.5956		$	0.5245
OPERATING RATIOS (annualized)
Net interest margin		4.29	%		4.07	%		4.25	%		4.10	%
Yield on earning assets		6.31	%		5.79	%		6.19	%		5.82	%
Cost of funds		2.42	%		2.07	%		2.31	%		2.07	%
Return on assets		1.10	%		1.06	%		1.12	%		1.07	%
Return on equity		11.29	%		10.50	%		11.55	%		10.78	%
Return on tangible equity		14.64	%		12.98	%		15.01	%		13.33	%
Efficiency		62.84	%		63.34	%		63.71	%		63.99	%
ENDING BALANCES
Total assets	$	1,305,156		$	1,157,156		$	1,305,156		$	1,157,156
Earning assets		1,205,965			1,071,123		$	1,205,965			1,071,123
Intangible assets		28,350			22,122		$	28,350			22,122
Loans, gross		962,412			859,653		$	962,412			859,653
Allowance for loan losses		16,557			15,206		$	16,557			15,206
Deposits		1,035,863			879,187		$	1,035,863			879,187
Stockholders' equity		125,084			115,145		$	125,084			115,145

ABC BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data)

	QUARTER ENDED						YEAR-TO-DATE
	06/30/05			06/30/04			06/30/05			06/30/04
AVERAGE BALANCES
Total assets	$	1,277,609		$	1,152,714		$	1,270,565		$	1,158,966
Earning assets		1,178,069			1,067,218			1,167,588			1,068,954
Loans, net of reserve		909,336			832,703			884,197			829,905
Deposits		1,005,869			887,311			997,776			887,175
Equity		123,983			115,894			122,957			115,548
ASSET QUALITY
Nonperforming loans	$	4,386		$	5,745		$	4,386		$	5,745
Nonperforming assets		5,122			7,388			5,122			7,388
Net loan charge-offs (recoveries)		172			632			(159	)		695
Allowance for loan loss to loans		1.72	%		1.77	%		1.72	%		1.77	%
Net loan charge-offs (recoveries) to average loans		0.02	%		0.08	%		-0.02	%		0.08	%
Nonperforming assets to gross loans plus ORE		0.53	%		0.86	%		0.53	%		0.86	%
Allowance for loan loss to nonperforming assets		323.26	%		205.82	%		323.26	%		205.82	%
CAPITAL
Book value per share *	$	10.54			9.81		$	10.54			9.81
Tangible book value per share *		8.15			7.92			8.15			7.92
Common shares outstanding *		11,866,295			11,743,296			11,866,295			11,743,296
Average shares outstanding *		11,849,739			11,728,201			11,816,619			11,730,461
Diluted shares outstanding *		11,958,176			11,873,022			11,921,183			11,875,282
Shares traded during period *		1,073,700			1,193,400			2,214,800			2,332,600
Average daily volume *		16,777			19,248			17,718			18,811
Stockholders' equity to total assets		9.58	%		9.95	%		9.58	%		9.95	%
Total risk based capital ratio		14.87	%		15.79	%		14.87	%		15.79	%
OTHER INFORMATION
FTEs		533			488			533			488
Assets per FTE	$	2,449		$	2,371		$	2,449		$	2,371
Branch locations		38			35			38			35
Deposits per branch location	$	27,260		$	25,120		$	27,260		$	25,120

* Number of shares and per share data for 2004 adjusted to reflect the six-for-five split as of 3/15/05.