FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
CURRENT REPORT
Pursuant to Section 13 of 15(d)
of the Securities and Exchange Act of 1934
_______________________
Date of Report: June 28, 1996
F & M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 0-14553 39-1365327
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
ONE BANK AVENUE, KAUKAUNA, WISCONSIN 54130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 766-1717
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Item 2. Acquisition or Disposition of Assets
On June 28, 1996, F&M Bancorporation, Inc. ("F&M")
consummated its previously announced acquisition of Community
State Bank (the "Bank"). F&M acquired the Bank pursuant to an
Agreement and Plan of Reorganization and Merger dated as of
February 22, 1996. Under the Agreement, the Bank was merged with
a wholly-owned subsidiary of F&M (the "Merger"). In the Merger,
each of the 46,000 outstanding shares of common stock of the Bank
("Bank Stock") was converted into shares of F&M Common Stock,
$1.00 par value ("F&M Common"), in a conversion ratio determined
pursuant to a formula set forth in the Agreement, and the Bank
became a wholly-owned subsidiary of F&M. The formula resulted in
a conversion ratio of 9.2 shares of F&M Common for each share of
Bank Stock. A total of 423,172 shares of F&M Common was
therefore issued in the Merger, valued (including under $1,000 in
cash paid in lieu of fraction share interests) at $12.5 million.
The acquisition transaction was negotiated at arm's length
between F&M and the directors of the Bank (none of whom were or
are affiliated with F&M, its affiliates, its directors and
officers and their associates). F&M is accounting for the Merger
using the pooling of interests method of accounting.
The Bank is a Wisconsin state bank with its main office in
Kewaunee County, Wisconsin, and a branch in Door County,
Wisconsin. Because of the relative sizes of F&M and the Bank,
F&M is not required to provide herein historical financial
statements of the Bank, or pro forma financial information of F&M
reflecting the Merger. However, certain financial statements of
the Bank may be referred to in F&M's Registration Statement on
Form S-4 (Registration No. 333-02207), and the Bank has supplied
the following summary Bank financial information as of and for
the years ended December 31, 1995 and 1994 and as of and for the
quarter ended March 31, 1996:
As of, or for the
quarter ended, As of, or for the year
March 31, 1996 ended, December 31,
(unaudited, in thousands)
1995 1994
Total Assets. . . . . . . . . . . $51,916 $53,152 $50,784
Total Loans . . . . . . . . . . . 19,775 20,021 19,615
Allowance for Loan Losses . . . . 294 318 348
Total Deposits. . . . . . . . . . 43,472 44,523 43,196
Shareholders' Equity. . . . . . . 8,048 8,175 7,361
Net Income. . . . . . . . . . . . 174 629 660
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Item 7. Financial Statements and Exhibits
(a) and (b) Financial statement filing requirements are not
applicable because the Bank does not meet the significance tests,
as compared to F&M, which would require historical financial
information of the Bank or pro forma financial information of F&M
in this Report. However, certain summary financial information
of the Bank is included in Item 2.
(c) Exhibits See the Exhibit Index, immediately following
the signature page to this Report, which is incorporated herein
by reference.
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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.
Date: June 28, 1996 /s/ Daniel E. Voet
Daniel E. Voet
Chief Financial Officer
and Treasurer
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F&M BANCORPORATION, INC.
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated as of June 28, 1996
Exhibit Incorporated by
Number Description Reference To
2.1(a) Plan and Agreement of Merger Exhibit 2.1 to F&M's
and Reorganization dated as Registration Statement
of February 27, 1996 by and on Form S-4 (Registration
among F&M, F&M Interim Bank No. 333-02207)
and Community State Bank
