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
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Date of Report (Date of Earliest Event Reported) November 24, 1999
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F&M BANCORP
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(Exact Name of Registrant as Specified in Charter)
MARYLAND 0-12638 52-1316473
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
110 Thomas Johnson Drive, Frederick, Maryland 21702
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (301) 694-4000
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ITEM 5. OTHER EVENTS
On November 24, 1999, F&M Bancorp, a Maryland corporation
("F&M"), issued a press release announcing that on November 18, 1999 the
Office of the Comptroller of the Currency ("OCC") approved the application
of F&M to merge its subsidiary, Farmers & Mechanics National Bank, with
Commercial and Farmers Bank, a subsidiary of Patapsco Valley Bancshares,
Inc., a Maryland corporation ("Patapsco Valley"). The receipt of such
approval is a condition to the merger of F&M and Patapsco Valley. The
merger of F&M and Patapsco Valley remains subject to the satisfaction of
other conditions including the approval of the merger by the affirmative
vote of two-thirds of the outstanding shares of Patapsco Valley, which will
hold its stockholders meeting on December 14, 1999. Assuming stockholder
approval and satisfaction of all other terms and conditions of the
Agreement and Plan of Merger, the parties expect to complete the merger on
December 31, 1999. The press release issued by F&M with respect to the
announcement of the OCC approval is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
99.1 Press Release issued by F&M Bancorp on November 24, 1999
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 hereunto duly authorized.
F&M BANCORP
By: /s/ Gordon M. Cooley
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Name: Gordon M. Cooley
Title: Secretary and General Counsel
Date: November 30, 1999
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued by F&M Bancorp on November 24, 1999.
EXHIBIT 99.1
November 24, 1999
F&M BANCORP RECEIVES OCC APPROVAL
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INVESTOR RELATIONS: Toll-Free: (888)694-4170
Internet: www.fmbn.com
Frederick, MD, November 24, 1999 - F&M Bancorp (NASDAQ:FMBN), headquartered
in Frederick, MD, and Patapsco Valley Bancshares, Inc. (NASDAQ:MNOC),
headquartered in Ellicott City, MD, announced that, on November 18, 1999,
the Office of the Comptroller of the Currency approved the application of
F&M Bancorp to merge Patapsco's subsidiary, Commercial & Farmers Bank, with
and into F&M Bancorp's subsidiary, Farmers & Mechanics National Bank. The
merger of F&M Bancorp and Patapsco Valley Bancshares, Inc. requires, among
other conditions, the affirmative vote of two-thirds of the outstanding
shares of Patapsco which will hold its shareholder meeting on December 14,
1999. Assuming shareholder approval and satisfaction of all other terms and
conditions of the Agreement and Plan of Merger, the parties expect to
complete the transaction on 12/31/99.
F&M Bancorp had total assets of $1.483 billion and total deposits of $1.135
billion at September 30, 1999. Its wholly owned subsidiaries, Farmers &
Mechanics National Bank, Frederick, MD, and Home Federal Savings Bank,
Hagerstown, MD, offer a wide variety of traditional and non-traditional
financial services including trust and investment management, financial
planning, brokerage, mortgage banking, consumer and business electronic
banking, and consumer and commercial business insurance products, with 44
full-service community offices and 61 ATMs across central and western
Maryland and south-central Pennsylvania.
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