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 15, 1996
F&M BANCORP
(Exact name of registrant as specified in its charter)
Maryland 0-12638 52-1316473
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
110 Thomas Johnson Drive
Frederick, Maryland 21702
(Address of principal executive offices) (Zip Code)
(301) 694-4000
(Registrant's telephone number)
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Item 5. Other Events.
The merger of Home Federal Corporation with and into F&M Bancorp became
effective as of the close of business on November 15, 1996. As a result of the
merger, Home Federal Corporation stockholders received 0.49535 shares of F&M
Bancorp Common Stock in exchange for each share of Home Federal Corporation
Common Stock. Cash in lieu of fractional shares will be paid at the rate of
$23.90 per share.
Pursuant to General Instruction F to Form 8-K, the press release dated
November 15, 1996, announcing the consummation of the merger of Home Federal
Corporation with and into F&M Bancorp is attached to this Current Report as
Exhibit 1, and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1. Press Release of F&M Bancorp dated November 15, 1996.
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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.
Date: November 18, 1996 F&M BANCORP
By:/s/Faye E. Cannon
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Faye E. Cannon
President and Chief Executive Officer
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EXHIBIT INDEX
Page
1. Press Release of F&M Bancorp dated November 15, 1996 4
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EXHIBIT 1. PRESS RELEASE OF F&M BANCORP
November 15, 1996
F&M BANCORP COMPLETES HOME FEDERAL ACQUISITION
Investor Relations: Toll-Free: (888) 694-4170
Internet: www.fmbn.com
Frederick, MD, November 15, 1996 - F&M Bancorp (NASDAQ/NMS:FMBN), parent company
of Farmers and Mechanics National Bank, today announced that following the
receipt of all required regulatory approvals and satisfaction of all other
conditions precedent to closing, it has completed its acquisition of Home
Federal Corporation, Hagerstown, MD, and its principal subsidiary Home Federal
Savings Bank, effective as of the close of business November 15, 1996. Home
Federal Savings Bank becomes the second banking subsidiary of F&M Bancorp.
Faye E. Cannon, president and chief executive officer of F&M Bancorp, said,
"Today marks the advent of a new dimension in community banking for the
customers of Farmers and Mechanics National Bank and Home Federal Savings Bank.
We welcome our new affiliate to the F&M Bancorp family and look forward to
serving Home Federal's market with a growing array of traditional and
contemporary financial products and services. With this significant new presence
in Washington County, we have enhanced our position as the leading,
customer-focused community banking institution in our marketplace."
Richard W. Phoebus, Sr., president and chief executive officer of Home Federal
Savings Bank, added, "We believe this affiliation is good for Home Federal's
former stockholders and has great potential for our customers and the community.
F&M Bancorp's reputation for providing services to meet community needs has been
the basis for their impressive growth and development. We, too, have the
customer at the center of our business. With this important shared philosophy
and the considerable resources of our new parent company, Home Federal Savings
Bank is well positioned to efficiently expand its products, services and
delivery systems, creating even greater value for our customers."
Terms of the Plan and Agreement to Merge result in an exchange of 0.49535 shares
of F&M Common Stock for each share of Home Federal Common Stock, with fractional
shares paid in cash at the rate of $23.90 per share. The exchange ratio requires
the issuance of 1,247,791 new shares of F&M Bancorp Common Stock in exchange for
all 2,519,010 shares of Home Federal. The transaction has a value of $29.0
million based upon F&M's closing stock price of $23.25 per share on November 14,
1996.
Following the closing, Home Federal Corporation's stockholders will be advised
by letter as to the procedure for exchanging their shares.
The merger transaction will be accounted for as a "pooling of interests" whereby
the financial condition and results of operations of F&M Bancorp and Home
Federal Corporation will be combined for all prior periods in financial
statements published after November 15, 1996.
Based on the pro forma combined assets of F&M Bancorp and Home Federal
Corporation as if they had merged on September 30, 1996, F&M Bancorp would rank
as the fourth largest independent bank holding company headquartered in Maryland
with total assets of $989 million. It operates 24 branch offices and 32 ATMs of
Farmers and Mechanics National Bank in Frederick, Carroll and Montgomery
Counties, and delivers banking services throughout its market with the region's
first full-service mobile unit, Express Bank. Home Federal Savings Bank operates
seven offices and 17 ATMs primarily in Hagerstown, Washington County.
