FIRST M&F CORP/MS
8-K, 1998-09-14
STATE COMMERCIAL BANKS
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                         FIRST M & F CORPORATION

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20459

                                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) September 14, 1998 (September
                 9, 1998)

                        FIRST M & F CORPORATION
     ---------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

                    Commission File Number: 0-9424

           Mississippi                         64-0636653
- -------------------------------           -------------------
(State or other jurisdiction of            (I.R.S. Employer
incorporation of organization)            Identification No.)


221 East Washington Street
Kosciusko, Mississippi                           39090
- ---------------------------------------------------------------------------
(Address of Principal Executive Offices)      (Zip Code)

          Registrant's telephone number:  (601) 289-5121





<PAGE>



                        FIRST M & F CORPORATION



ITEM 5.   OTHER EVENTS

          The purpose of this  Current  Report on Form 8-K is to  announce  that
First M & F  Corporation  has executed a definitive  agreement to acquire  First
Bolivar  Capital  Corporation  of  Cleveland,  Mississippi.  The attached  press
release,  issued on September 9, 1998,  outlines the proposed  merger,  which is
expected to close at or around December 31, 1998.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)     Exhibits.

                               99.    Press Release issued by First M & F  
                                      Corp., dated September 9, 1998, headed 
                                      "First M & F Corp., First Boliver Capital 
                                      Corp. sign definitive agreement."

                                   SIGNATURES


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

Dated:     September 14, 1998

                                      FIRST M & F CORPORATION
                                      -----------------------
                                          (Registrant)


                                      By:
                                             /s/ Robert C. Thompson, III
                                             Treasurer






                 Exhibit 99 to First M & F Corporation Form 8-K

                             FIRST M & F CORPORATION

FOR IMMEDIATE RELEASE                 FOR MORE INFORMATION
September 9, 1998                          Bobby Thompson
                                           Chief Financial Officer
                                           (601) 289-8569
- --------------------------------------------------------------------------------

First M&F Corp., First Bolivar Capital Corp. sign definitive agreement

KOSCIUSKO, Miss.-(NASDAQ:FMFC)- First M&F Corporation and First Bolivar Capital
Corporation of Cleveland, MS jointly announced today that they have signed 
a definitive agreement for First M&F Corp. to acquire First Bolivar Capital
Corp. and its subsidiary, First National Bank of Bolivar County. This
announcement was made by First M&F Corp. Chairman and CEO Hugh S. Potts, Jr., 
First Bolivar Capital Corp. Chairman Don Blackwood, M.D., and First National 
Bank of Bolivar County President and CEO Doug Springer.

First National Bank of Bolivar County,  headquartered in Cleveland, had reported
assets of $39.8  million as of August  31,  1998.  The bank will be merged  into
First M&F Corp.'s  Merchants  and Farmers  Bank  subsidiary  and will retain its
local management team.

Under the  agreement,  243,243  shares of First M&F Corp.  common  stock will be
exchanged for all First Bolivar  Capital Corp.  issued and  outstanding  shares.
Based on a First M&F Corp.  stock price of $37, the value of this transaction is
approximately  $9 million.  The transaction  will be a tax-free  exchange and is
subject to approval by the  stockholders  of First  Bolivar  Capital  Corp.  and
regulatory authorities.

Potts said that FNB of Bolivar  County would  strengthen  the M&F Bank community
banking franchise.

"We are pleased to affiliate  with FNB," Potts said,  "in a combination  that is
beneficial to both banks' customers, employees and shareholders. Cleveland is an
excellent market with great potential."

Blackwood and Springer said that they look forward to the market advantages that
a larger bank can provide.

"With the economies of scale and data processing  capacity that M&F Bank brings,
we can offer more  products and  services to our  customers  than ever before,"
Springer said.  "We also look forward to partnering  with a Bank that shares the
same values as we do."

First M&F Corp.,  parent of  Merchants & Farmers  Bank,  is a $645  million bank
holding company with banking locations throughout Central and North Mississippi.



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