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):
APRIL 22, 1996
F & M NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-05929
(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)
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FORM 8-K
F & M National Corporation
Winchester, Virginia
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On April 22, 1996, F&M National Corporation ("F&M" or the
"Company") entered into an Agreement and Plan of
Reorganization ("Agreement") with Allegiance Banc Corporation
pursuant to which Allegiance would be merged with and into
F&M (the "Merger"), with F&M being the surviving company in
the Merger. Upon consummation of the Merger, each
outstanding share of the common stock, $1.00 par value of
Allegiance ("Allegiance Common Stock") would automatically be
converted into and represent the number of shares of common
stock, $2.00 par value, of F&M ("F&M Common Stock") having a
value equal to $15.00. For purposes of the Agreement, the
value of a share of F&M Common Stock shall be equal to the
average closing price of F&M Common Stock on the New York
Stock Exchange for the ten full trading days ending on the
second day prior to the effectiveness of the Merger. Each
outstanding option and warrant to acquire Allegiance Common
Stock outstanding as of the effectiveness of the Merger will
be converted into a proportionately adjusted option to
acquire F&M Common Stock.
Following consummation of the Merger, Allegiance's wholly-
owned subsidiary, Allegiance Bank, N.A., Bethesda, Maryland,
will become and continue as a wholly-owned subsidiary of F&M.
One member of Allegiance's Board of Directors will become a
member of the Board of Directors of F&M upon consummation.
In connection with the Agreement, Allegiance entered into a
Stock Option Agreement pursuant to which it granted F&M an
option to acquire 343,785 shares of Allegiance Common Stock
at an exercise price of $11.50 per share in the event that a
"Purchase Event", as defined in the Stock Option Agreement,
occurs.
The Merger is subject to the satisfaction or waiver of
numerous conditions, including the receipt of all required
regulatory approvals, and the approval of Allegiance's
shareholders. It is anticipated that the Merger will be
accounted for as a pooling of interests and will constitute a
tax-free reorganization within the meaning of Section 368 of
the Internal Revenue Code. It is currently expected that the
Merger will be consummated late in the third quarter or early
in the fourth quarter of 1996.
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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: April 29, 1996
