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, 1998
F&M BANCORP
(Exact name of registrant as specified in its charter)
Maryland 0-12638 52-1316473
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
110 Thomas Johnson Drive
Frederick, Maryland 21702
(Address of principal executive offices) (Zip Code)
(301) 694-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 30, 1998, Monocacy Bancshares, Inc., a Maryland
corporation ("Monocacy"), was merged (the "Merger") with and into F&M
Bancorp, a Maryland corporation ("F&M Bancorp"), pursuant to the Agreement
and Plan of Merger, dated as of September 4, 1998, (the "Merger Agreement),
by and between F&M Bancorp and Monocacy.
Pursuant to the Merger Agreement, each share of the common stock,
par value $5.00 per share of Monocacy, outstanding immediately prior to
consummation of the Merger was converted into and became exchangeable for
1.251 shares of the common stock, par value $5.00 per share, of F&M Bancorp
(the "Common Stock"). F&M Bancorp expects to issue approximately
2,267,790 shares of Common Stock in connection with the Merger.
The foregoing description of the Merger and the Merger Agreement
is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report
on Form 8-K of F&M Bancorp, filed on September 10, 1998 and is incorporated
herein by reference in its entirety as Exhibit 2.1. The press release
issued by F&M Bancorp on December 1, 1998 with respect to the consummation
of the Merger is incorporated herein by reference in its entirety and filed
as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired*
(b) Pro Forma Financial Information*
(c) Exhibits
99.1 Press Release issued by F&M Bancorp on December 1,
1998.
* The Registrant will file the required financial statements with
respect to such acquisition under the cover of an amendment to this Current
Report on Form 8-K as soon as practicable, but in no event later than 60
days after the date on which this Current Report on Form 8-K was required
to have been filed.
SIGNATURE
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 hereunder duly authorized.
Dated: December 15, 1998
F&M BANCORP
By: /s/ David L. Spilman
_________________________________
Name: David L. Spilman
Title: Treasurer
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release issued by F&M Bancorp on December 1, 1998
F&M BANCORP
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: David L. Spilman, Treasurer
(888) 694-4170
www.fmbn.com
F&M BANCORP COMPLETES ACQUISITION OF MONOCACY BANCSHARES, INC.
Frederick, MD, December 1, 1998 - F&M Bancorp (NASDAQ:FMBN), parent company
of Farmers & Mechanics National Bank headquartered in Frederick, MD, today
announced that it completed its acquisition of Monocacy Bancshares, Inc.
(NASDAQ:MNOC), headquartered in Taneytown, MD, and the merger of its
principal subsidiary, Taneytown Bank & Trust Company, into Farmers &
Mechanics National Bank. Completion of the transaction followed the
favorable vote of shareholders of both companies on November 24 and
satisfaction of all other conditions precedent to closing.
Faye E. Cannon, president and chief executive officer of F&M Bancorp and
Farmers & Mechanics National Bank, said, "Today marks the advent of a new
dimension in community banking for the customers of Taneytown Bank & Trust
Company as we welcome them to Farmers & Mechanics National Bank.
Taneytown's rich tradition of service to customers and its commitment to
the community also have been the guiding principles of growth for Farmers &
Mechanics National Bank for nearly two centuries. We look forward to
serving the Taneytown markets with a growing array of traditional,
nontraditional, and contemporary financial products and services as we
expand our position of leadership in the central-Maryland community as a
customer-focused, diversified financial services organization."
Ms. Cannon added, "We are also delighted to welcome Eric E. Glass and
Donald R. Hull, previous Chairman and Vice-Chairman, respectively, of the
Board of Directors of Monocacy Bancshares to the Boards of Directors of F&M
Bancorp and Farmers & Mechanics National Bank. We look forward to their
contributions and the benefits of their many years of experience in
community banking."
Terms of the Agreement and Plan of Merger result in an exchange ratio of
1.251 based on the exchange of 2,267,790 newly issued shares of F&M Bancorp
Common Stock for all 1,812,777 shares of Monocacy Bancshares Common Stock
outstanding at the Effective Time of November 30, 1998.
(More)
For purposes of determining the cash payment in lieu of fractional shares,
F&M Bancorp Common Stock was valued at $33.696 per share. Monocacy's
shareholders will be advised by letter as to the procedure for
exchanging their shares.
Closing costs and other merger-related expenses totaling approximately $3.9
million are expected to be recognized at year-end. 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 Monocacy Bancshares
will be combined for all prior periods in financial statements published
after November 30, 1998.
Based on the pro forma combined financial statements of F&M Bancorp and
Monocacy Bancshares at September 30, 1998, total assets amounted to $1.410
billion, and total deposits amounted to $1.086 billion. With the addition
of 11 branches and six ATMs of Taneytown Bank & Trust Company, Farmers &
Mechanics National Bank will operate 35 full-service community offices and
38 ATMs across Frederick, Carroll, Montgomery, Baltimore and Howard
Counties in Maryland, and Adams County, PA. Farmers & Mechanics also
introduced the East Coast's first full service mobile unit, Express Bank,
in 1995, and delivers electronic services throughout its market with
personal and business PC banking access and with its 24-hour telephone
banking service, ExpressLine. The bank's Hagerstown, MD-based subsidiary,
Keller-Stonebraker Insurance, Inc., provides a full line of consumer and
commercial business insurance products. F&M Bancorp's Hagerstown, MD-based
subsidiary, Home Federal Savings Bank, offers full-service banking through
eight community offices, 18 ATMs, and other electronic banking systems in
Washington and Allegany Counties.
# # # #
This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger, including
statements relating to estimated restructuring charges expected to be
incurred in connection with the merger. Such forward-looking statements
involve certain risks and uncertainties, including a variety of factors
that may cause the combined company's actual results to differ materially
from the anticipated results or other expectations expressed in such
forward-looking statements.
