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 15, 1996
F&M BANCORP
(Exact name of registrant as specified in its charter)
Maryland 0-12638 52-1316473
(State of incorporation) (Commission File Number) (IRS Identification No.)
110 Thomas Johnson Drive, Frederick, MD 21702
(Address of principal executive offices)(Zip Code)
(301) 694-4000
(Registrant's telephone number, including area code)
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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 by means of a stock
for stock exchange accounted for as a pooling of interests. The Securities and
Exchange Commission in its Accounting Series Release No. 135, prohibits
affiliates of either company from selling any common shares received in a
business combination accounted for as a pooling of interests until such time as
financial results covering at least 30 days of post-merger combined operations
have been published.
Accordingly, the total income and net income for F&M Bancorp (Unaudited)
for the one month period and year-to-date periods ended December 15, 1996 is
provided below. The financial results reported below are not necessarily
indicative of future results.
<TABLE>
<CAPTION>
For One Month Period For Year-To-Date Period
Ended December 15, 1996 Ended December 15, 1996
----------------------- -----------------------
(In thousands)
<S> <C> <C>
Total Income $6,906 $78,140
Net Income 783 9,067
</TABLE>
Included in the financial results above are securities losses (after-tax)
of $140 thousand. F&M Bancorp also will be recording restructuring and other
charges before year-end, as indicated in the attached press release dated
December 20, 1996 which is attached to this Current Report as Exhibit 99.1, and
is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of F&M Bancorp dated December 20, 1996
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 hereunto duly authorized.
F&M BANCORP
Date: December 20, 1996 By: /s/ Faye E. Cannon
Faye E. Cannon
President and Chief Executive Officer
Exhibit 99.1
Press Release
December 20, 1996
F&M BANCORP TO TAKE RESTRUCTURING AND OTHER CHARGES
Investor Relations Toll-Free: (888) 694-4170
Internet: www.fmbn.com
Frederick, MD, December 20, 1996 - F&M Bancorp (NASDAQ/NMS:FMBN) today announced
that it will record restructuring charges amounting to approximately $771
thousand before taxes ($0.10 per share) in conjunction with its acquisition of
Home Federal Corporation. The charges are largely related to employment
agreements and the termination of a vendor contract. Other charges will include
approximately $744 thousand before taxes ($0.08 per share) as a result of
realigning Home Federal's loan and real estate owned portfolios within a newly
established centralized credit policy. Charges will be recorded in the quarter
ending December 31, 1996.
F&M Bancorp reported that such customary costs associated with a merger of this
size were anticipated and allow the company to move forward clearly focused on a
full range of opportunities to enhance profitability.
F&M Bancorp is the fourth largest independent bank holding company headquartered
in Maryland based on pro forma total assets of $989 million as of September 30,
1996. F&M Bancorp finalized its acquisition of Home Federal Corporation on
November 15, 1996, and its newest subsidiary, Home Federal Savings Bank offers
full service banking at seven community offices and through 17 ATMs throughout
the Hagerstown, Washington County, MD market. F&M Bancorp's largest bank
subsidiary, Farmers and Mechanics National Bank, operates 24 community offices
and 32 ATMs in Frederick, Montgomery and Carroll counties. The bank provides
both personal and business banking services through its banking offices,
alternative electronic banking services and Express Bank, the region's first
full-service mobile banking unit.
