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):
APRIL 14, 1999
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)
9 COURT SQUARE, WINCHESTER, VIRGINIA 22601
(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.
The Board of Directors of F&M National Corporation has authorized
management to purchase up to 250,000 shares of the Company's
common stock on the open market. Mr. Feltner, Chairman and Chief
Executive Officer of F&M, noted that the Board believes that
F&M's stock is undervalued and does not take into account the
company's success to date and understates the current and long-
term value of F&M shares. While F&M's management has not yet
determined how many shares it may purchase subject to this
authorization and the timing of such purchases, it is anticipated
that any repurchased shares will be used primarily for the
funding of employee benefit plans. At March 31, 1999, F&M had
22,497,022 shares outstanding.
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, President, Vice Chairman and CFO
DATE: April 15, 1999
