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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):
July 9, 1996
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F&M BANCORP
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-12638 52-1316473
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(State of Incorporation) (Commission File Number) (IRS Identification No.)
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110 Thomas Johnson Drive
Frederick, MD 21702
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(Address of Principal executive offices) (Zip Code)
(301) 694-4000
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(Registrant's telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 9, 1996, the Registrant dismissed its independent auditors, Keller
Bruner & Company, LLC ("KB") and selected Arthur Andersen LLP as its new
independent auditors.
The reports of KB on the financial statements of the Registrant for each of the
two fiscal years in the period ended December 31, 1995 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the two fiscal years in the period ended December 31, 1995 and the
subsequent interim periods preceding such dismissal, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure or any reportable event.
The decision to change accountants was approved by the Audit Committee of the
Board of Directors after an extensive review and analysis of submitted
proposals from nine accounting firms, including KB. In reaching its
decision, the Audit Committee considered such factors as depth of management,
range of experience, available in-house resources, and technical expertise in
mergers and acquisitions, the thrift industry, taxation issues and other
industry matters.
KB will be retained to perform certain activities associated with the
Registrant's pending merger with Home Federal Corporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16 Letter re: Change in Certifying Accountant
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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: July 12, 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 16
Keller Bruner & Company, L.L.C.
Certified Public Accountants - Management Consultants
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for F&M Bancorp and on January 24,
1996, we reported on the consolidated financial statements of F&M Bancorp
("Bancorp"} as of and for the two years ended December 31, 1995. On July 9,
1996, we were dismissed as principal accountants of Bancorp. We have read
Bancorp's statements included under Item 4 of its Form 8-K for July 9, 1996,
and we agree with such statements.
Keller Bruner & Company, L.L.C.
Certified Public Accountants
Frederick, MD
July 11, 1996
