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):
NOVEMBER 22, 1995
F & M NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-5929
(COMMISSION FILE NUMBER)
54-0857462
(IRS EMPLOYER NUMBER)
38 ROUSS AVENUE, WINCHESTER, VIRGINIA 22604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
540-665-4200
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
FORM 8-K
F & M National Corporation
Winchester, Virginia
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On November 22, 1995, the Boards of Directors of F&M National
Corporation ("F&M", Winchester, Virginia, and FB&T Financial
Corporation ("FB&T"), Fairfax, Virginia, approved a
definitive agreement for the affiliation of FB&T Financial
Corporation with F&M National Corporation. FB&T Financial is
the parent company for Fairfax Bank & Trust Company based in
Fairfax, Virginia. The agreement requires the approval of
various regulatory agencies and the shareholders of FB&T
Financial Corporation and satisfaction of other standard
conditions.
Under the terms of the Agreement, F&M would exchange the
number of its shares of common stock whose aggregate market
value determined as of the date of closing equals $35.00,
giving the transaction an indicated value of approximately
$47.3 million. The transaction is intended to qualify as a
tax-free exchange and be accounted for as a pooling of
interests. FB&T Financial also granted F&M an option
exercisable under certain circumstances, to acquire 252,000
shares of FB&T common stock (subject to adjustment) at a
price of $22.75 per share.
F&M, with assets in excess of $1.8 billion, is a multi-bank
holding company headquartered in Winchester, Virginia. It
has eight banking affiliates in Virginia, the largest of
which is F&M Bank-Winchester, and three banking affiliates in
West Virginia. F&M's common stock is listed on the New York
Stock Exchange under the symbol "FMN".
FB&T Financial reported total assets of approximately $244.6
million as of September 30, 1995, and through Fairfax Bank &
Trust Company operates 11 banking offices in the City of
Fairfax and Fairfax and Prince William Counties. FB&T's
common stock is traded on the NASDAQ National Market under
the symbol "FBTC".
Scott & Stringfellow, Inc., is serving as financial advisor
to FB&T Financial for this transaction.<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
None
Pursuant to the filing requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
F & M NATIONAL CORPORATION
/s/
By: Alfred B. Whitt, Senior Vice President and Secretary
DATE: November 24, 1995
