SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 30, 1999
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 December 30, 1999, Patapsco Valley Bancshares, Inc., a
Maryland corporation ("Patapsco"), 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 7, 1999 (the "Merger
Agreement), by and between F&M Bancorp and Patapsco.
Pursuant to the Merger Agreement, each share of the common
stock, par value $0.01 per share of Patapsco, outstanding immediately prior
to consummation of the Merger was converted into and became exchangeable
for 1.18 shares of the common stock, par value $5.00 per share, of F&M
Bancorp (the "Common Stock"). F&M Bancorp expects to issue a maximum of
1,675,811 shares of Common Stock in connec tion 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/A of F&M Bancorp, filed on September 22, 1999 and is
incorporated herein by reference in its entirety as Exhibit 2.1. The press
release issued by F&M Bancorp on December 30, 1999 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) This report is an amendment to the F&M Bancorp Report on Form 8-K
filed on January 3, 2000. This report is being amended to remove
the references to the exhibits for financial statements of business
acquired and pro forma financial information.
Exhibits
2.1 Agreement and Plan of Merger, dated as of
September 7, 1999, by and between F&M Bancorp
and Patapsco Val ley Bancshares, Inc.
previously filed and incorporated by reference
to F&M Bancorp's Current Report on Form 8-
K/A, filed September 22, 1999.
99.1 Press Release issued by F&M Bancorp on December 30,
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 hereunder duly authorized.
Dated: March 13, 2000
F&M BANCORP
By: /s/ Gordon M. Cooley
-----------------------------
Name: Gordon M. Cooley
Title: Secretary and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of September 7,
1999, by and between F&M Bancorp and Patapsco Valley
Bancshares, Inc. previously filed and incorporated by
reference to F&M Bancorp's Current Report on Form
8-K/A, filed September 22, 1999.
99.1 Press Release issued by F&M Bancorp on December 30, 1999
EXHIBIT 99.1
December 30, 1999
F&M BANCORP COMPLETES ACQUISITION OF PATAPSCO VALLEY
----------------------------------------------------
BANCSHARES, INC.
----------------
INVESTOR RELATIONS: GORDON M. COOLEY - 301-694-4171
INTERNET: WWW.FMBN.COM
Frederick, MD, December 30, 1999 - F&M Bancorp (NASDAQ/FMBN), parent
company of Farmers & Mechanics National Bank headquartered in Frederick,
MD, today announced that it completed its acquisition of Patapsco Valley
Bancshares, Inc., headquartered in Ellicott City, MD, and the merger of its
principal subsidiary, Commercial & Farmers Bank into Farmers & Mechanics
National Bank. Completion of the transaction followed the favorable vote of
Patapsco Valley shareholders on December 14, 1999 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 added
convenience and enhanced value in community banking for the customers of
Commercial & Farmers Bank as we welcome them to Farmers & Mechanics
National Bank. Commercial & Farmers Bank'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 Commercial & Farmers' 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 Howard E. Harrison,
III, previous Chairman of the Board of Directors of Patapsco Valley
Bancshares, to the Boards of Directors of F&M Bancorp and Farmers &
Mechanics National Bank. We look forward to his contributions and the
benefits of his many years of experience in community banking."
The Agreement and Plan of Merger provides that 1.18 shares of F&M Bancorp
stock will be issued for each share of Patapsco Valley Bancshares, Inc.
stock. A maximum of 1,675,811 newly issued shares of F&M Bancorp Common
Stock will be issued for all shares of Patapsco Valley Bancshares Common
Stock outstanding at the Effective Time of December 30, 1999.
For purposes of determining the cash payment in lieu of fractional shares,
F&M Bancorp Common Stock was valued at $21.88 per share. Patapsco Valley's
shareholders will be advised by letter as to the procedure for exchanging
their shares.
Closing costs and other merger-related expenses totaling approximately $4.9
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 Patapsco Valley
Bancshares will be combined for all prior periods in financial statements
published after December 30, 1999.
Based on the pro forma combined financial statements of F&M Bancorp and
Patapsco Valley Bancshares at June 30, 1999, total assets amounted to
$1.637 billion, and total deposits amounted to $1.309 billion. With the
addition of 8 community offices and 10 ATMs of Commercial & Farmers Bank,
Farmers & Mechanics National Bank will operate 45 full-service community
offices and 52 ATMs across Frederick, Carroll, Montgomery, Baltimore and
Howard Counties in Maryland, and Adams County, PA. Farmers & Mechanics
National Bank 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
ExpressLine, automated telephone banking service. Keller-Stonebraker
Insurance, Inc. and Potomac Basin Group Associates, Inc., subsidiaries of
Farmers & Mechanics National Bank, provide 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 Allegheny 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 in such forward-looking
statements.
