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):
DECEMBER 2, 1997
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)
<PAGE>
FORM 8-K
F & M National Corporation
Winchester, Virginia
ITEM 5. OTHER EVENTS.
W. M. Feltner, Chairman of the Board of F&M National Corporation
("F&M"), Winchester, Virginia, together with W. S. Carnes and
Quentin L. Corbett, Chairman of the Board and President,
respectively, of Peoples Bank of Virginia ("Peoples"), jointly
announced today that their respective Boards of Directors have
approved a definitive agreement for the affiliation of Peoples
with F&M. Through its four banking offices in Richmond, Virginia,
Peoples provides a broad array of financial services to
individuals and small to medium sized businesses. At September
30, 1997, Peoples reported total assets of $79.4 million and
total stockholders' equity of $8.0 million. The agreement
requires the approval of various regulatory agencies and the
shareholders of Peoples and satisfaction of other standard
conditions.
Under the terms of the Agreement, F&M will exchange 2.58 shares
of F&M common stock for each outstanding share of common stock of
Peoples, giving the transaction an indicated value of
approximately $22.6 million. The transaction is intended to
qualify as a tax-free exchange and be accounted for as a pooling
of interests. Peoples also granted F&M an option to acquire up to
19.9% of its outstanding shares of common stock, exercisable
under certain circumstances.
In announcing the transaction, Mr. Feltner commented, "We are
extremely pleased to have such a quality institution join the F&M
family of community banks and to help us expand and strengthen
our franchise in the Richmond market. The affiliation is a
positive one for both our organizations, as well as our
respective shareholders and customers.
Mr. Corbett added, "The transaction will enhance our already
strong bank. We will have a larger partner to help us expand the
products and services available to our customers. F&M has a long
history of permitting its banking affiliates to operate in the
best interests of the communities they serve, while offering to
these communities the advantages that are derived from a much
larger banking organization. F&M is a people-oriented
organization that enjoys an excellent reputation with its
customers, employees and the communities it serves."
F&M, with assets in excess of $2.5 billion, is a multi-bank
holding company headquartered in Winchester, Virginia. It has 7
bank affiliates in Virginia, 3 bank affiliates in West Virginia,
and one bank affiliate in Maryland. F&M's common stock is listed
on the New York Stock Exchange under the symbol "FMN".
Scott & Stringfellow, Inc., is serving as financial advisor to
Peoples Bank of Virginia for this transaction.
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: December 4, 1997
