SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
(Mark-One)
/XX/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number
0-12638
F&M BANCORP
(Exact name of registrant as specified in its charter)
Maryland 52-1316473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Thomas Johnson Drive
Frederick, Maryland 21702
(Address of principal executive offices) (Zip Code)
(301) 694-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $5.00 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes /XX/ No / /
(Cover page 1 of 2 pages)
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /XX/
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. Indicate the number of shares outstanding of
each of the registrant's classes of common stock, as of the latest practicable
date.
Common Stock, par value $5.00 per share:
Market value held by non-affiliates
at February 28, 1998 $210,638,604
Outstanding at February 28, 1998 6,021,218 shares
Documents Incorporated by Reference
(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1997 are incorporated by reference into Parts I and II.
(2) Portions of the Proxy Statement dated March 20, 1998 relating to the 1998
Annual Meeting of Stockholders of the Registrant is incorporated by reference
into Part III.
(Cover page 2 of 2 pages)
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
F&M BANCORP
(Registrant)
Dated: March 27, 1998 By: /s/ Faye E. Cannon
------------------
Faye E. Cannon
President & Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Principal Executive Officers:
March 27, 1998 /s/ Charles W. Hoff, III
----------------------------
Charles W. Hoff, III
Chairman of the Board
March 27, 1998 /s/ Faye E. Cannon
----------------------------
Faye E. Cannon
President & Chief Executive
Officer
Principal Financial &
Accounting Officer:
March 27, 1998 /s/ David L. Spilman
----------------------------
David L. Spilman
Treasurer
A Majority of the Board
of Directors
March 27, 1998 /s/ R. Carl Benna
----------------------------
R. Carl Benna
Director
March 27, 1998 ----------------------------
Howard B. Bowen
Director
March 27, 1998 /s/ John D. Brunk
----------------------------
John D. Brunk
Director
March 27, 1998 ----------------------------
Beverly B. Byron
Director
March 27, 1998 /s/ Faye E. Cannon
----------------------------
Faye E. Cannon
Director
March 27, 1998 ----------------------------
Martha E. Church
Director
March 27, 1998 /s/ Albert H. Cohen
----------------------------
Albert H. Cohen
Director
March 27, 1998 /s/ Maurice A. Gladhill
----------------------------
Maurice A. Gladhill
Director
March 27, 1998 /s/ Charles W. Hoff, III
---------------------------
Charles W. Hoff, III
Director
March 27, 1998 ---------------------------
James K. Kluttz
Director
March 27, 1998 ---------------------------
Robert K. Moler
Director
March 27, 1998 /s/ Charles A. Nicodemus
---------------------------
Charles A. Nicodemus
Director
March 27, 1998 ---------------------------
Richard W. Phoebus, Sr.
Director
March 27, 1998 /s/ H. Deets Warfield, Jr.
---------------------------
H. Deets Warfield, Jr.
Director
March 27, 1998 /s/ John C. Warfield
---------------------------
John C. Warfield
Director
March 27, 1998 /s/ Thomas R. Winkler
---------------------------
Thomas R. Winkler
Director
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TABLE OF CONTENTS
Part II Page
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<S> <C> <C>
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Risk 8
</TABLE>
PART II
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKE RISK
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The information required by this item is contained on pages 23 through 24
of Bancorp's 1997 Annual Report to Shareholders and is incorporated herein by
reference.
/s/ Smith Elliott Kearns & Company, LLC
---------------------------------------
Smith Elliott Kearns & Company, LLC
Hagerstown, Maryland
March 18, 1998
