<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------
F&M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
-----------------
WISCONSIN 6022 39-1365327
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of
incorporation or organization) Classification Code Number)Identification Number)
ONE BANK AVENUE
KAUKAUNA, WISCONSIN 54130
(414) 766-1717
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
RANDALL A. HAAK, ESQ.
MCCARTY, CURRY, WYDEVEN, PEETERS & HAAK
120 E. 4TH STREET
KAUKAUNA, WISCONSIN 54130
(414) 766-4693
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
-----------------
COPIES TO:
KENNETH V. HALLETT, ESQ.
QUARLES & BRADY
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as the
registrant shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ] __________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
<PAGE> 2
If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT(3) PRICE(3) FEE
<S> <C> <C> <C> <C> <C>
Common Stock, $1.00 par value . . . . . . 2,500,000 shares $(3) $75,625,000 $22,916.67
</TABLE>
(1) Estimated maximum amount. The actual number of shares issued
would depend upon the exact terms of acquisition transactions.
(2) Pursuant to Rule 429 under the Securities Act of 1933, in addition to
the Securities being registered by this Registration Statement, the
prospectus contained herein also relates to 877,033 shares of F&M
Common Stock previously registered and remaining unissued under
Registration Statement No. 333-13321, for which a total registration
fee of $12,389.79 was paid.
(3) Estimated pursuant to Rules 457(f)(2) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on
the average of the high and low sale prices on the NASDAQ Stock Market
on April 29, 1997.
________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
________________
The prospectus included in this Registration Statement is a combined prospectus
as permitted by Rule 429 under the Securities Act of 1933. The prospectus will
cover 877,033 shares of F&M Common Stock previously registered and unissued
under Registration Statement No. 333-13321.
<PAGE> 3
PROSPECTUS
3,377,033 SHARES
F&M BANCORPORATION, INC.
COMMON STOCK
This Prospectus (the "Prospectus") covers the offer and sale of up to
1,877,033 shares of Common Stock, par value $1.00 per share (the "F&M Common"),
of F&M Bancorporation, Inc. ("F&M" or the "Company"), which F&M may issue from
time to time in connection with future acquisitions of other businesses, or
securities of other businesses, in business combination transactions in
accordance with Rule 415(a)(1)(viii) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act") or as otherwise permitted under the
Securities Act.
The Company expects that the terms upon which it may issue the shares
in business combination transactions will be determined through negotiations
with the boards of directors, principal owners and/or other representatives of
the businesses to be acquired. It is expected that the shares of F&M Common
that are issuable will be valued at prices reasonably related to the market
prices for F&M Common prevailing at either the time an acquisition agreement is
executed or at the time an acquisition is consummated. On May ___, 1997, the
last reported sales price of F&M Common on The NASDAQ Stock Market ("NASDAQ")
was $[ ] per share.
This Prospectus will be used only in connection with business
acquisitions. The Prospectus may be used in connection with business
combination transactions which would be exempt from registration but for the
issuance of F&M Common and the possibility of integration with other
transactions; in such case, no supplement may be required. If an acquisition
of a business or securities in a business combination transaction is not exempt
from registration even if integration is not taken into account, then the
offerees of F&M Common in such acquisition will be furnished with copies of
this Prospectus either (i) together with a Supplement, which will reflect the
registration statement as filed or as amended by a post-effective amendment to
the registration statement on Form S-4 which this Prospectus is a part or (ii)
if permitted, as supplemented by the incorporation by reference of information
contained in a current report on Form 8-K filed by F&M.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE ACQUIRORS OF THE F&M COMMON
OFFERED HEREBY.
The date of this Prospectus is May ___, 1997.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 4
AVAILABLE INFORMATION
F&M is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). The reports, proxy statements and
other information filed by F&M with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates. Also, the Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants (such as
F&M) that file electronically with the Commission. In addition, because F&M
Common is traded on the NASDAQ Stock Market, material filed by F&M can be
inspected at the offices of National Association of Securities Dealers, Inc.,
1735 K Street N.W., Washington, D.C. 20006.
F&M has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act with respect to the securities to be issued pursuant to or as
contemplated by the Agreement. This Prospectus does not contain all the
information set forth in the Registration Statement. Such additional
information may be obtained at the addresses set forth above. Statements
contained in this Prospectus or in any document incorporated in this Prospectus
by reference as to the contents of any contract or other document referred to
herein or therein are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference certain documents of F&M
that are not presented herein or delivered herewith. Such documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) will be provided without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person. Requests should be directed to F&M
Bancorporation, Inc., One Bank Avenue, Kaukauna, Wisconsin 54130 (telephone
414/766-1717), Attn: Corporate Secretary. (F&M's telephone number will change
to 920/766-1717 effective July 26, 1997.)
The following documents filed with the Commission by F&M pursuant to
the Exchange Act are incorporated by reference in this Prospectus:
(i) F&M's Annual Report on Form 10-K for the year ended December
31, 1996;
(ii) F&M's Current Report on Form 8-K dated January 10, 1997; and
(iii) The description of F&M Common included in Item 11 to F&M's
Registration Statement on Form 10, as amended by
Post-Effective Amendment No. 2 thereto filed September 16,
1993.
All reports and definitive proxy or information statements filed by
F&M pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus shall be deemed to be incorporated by
reference into this Prospectus from the date of the filings of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
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<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
F&M MARKET INFORMATION AND DIVIDENDS . . . . . . . . . . . . . . . . . . . 7
F&M SUMMARY FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . 8
F&M BANCORPORATION, INC. . . . . . . . . . . . . . . . . . . . . . . . . . 9
INFORMATION AS TO F&M COMMON . . . . . . . . . . . . . . . . . . . . . . .12
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . .13
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS . . . . . . . . . . . . . .14
</TABLE>
________________
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE SOLICITATIONS OF PROXIES OR THE OFFERING OF SECURITIES MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY F&M, OR ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF F&M SINCE THE DATE HEREOF OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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<PAGE> 6
SUMMARY
The following is a brief summary of certain information contained in
this Prospectus, including summaries of information believed by the parties to
be material. This summary is intended merely to supply pertinent facts and
highlights of the material contained in or accompanying this Prospectus. The
information contained in this summary is qualified by reference to more
detailed information contained elsewhere, or incorporated by reference, in this
Prospectus.
Unless otherwise indicated, all financial and other data per share of
F&M Common, and all data with respect to such shares, in this Prospectus have
been restated to give retroactive effect to F&M's 10% stock dividend which was
paid in June 1996; such data have not been restated to give effect to F&M's 10%
stock dividend payable on June 9, 1997 to shareholders of record on May 23,
1997.
F&M Bancorporation, Inc.
F&M, which has its principal executive offices at One Bank Avenue,
Kaukauna, Wisconsin 54130 (telephone: 414/766-1717), had total consolidated
assets of $1.3 billion at March 31, 1997. F&M has 17 Wisconsin state bank
subsidiaries, all of which are FDIC members and are subject to the supervision
of the Wisconsin Department of Financial Institutions, Division of Banking.
The F&M subisidiary banks maintain 50 offices, all in Wisconsin. All but two
of the F&M Banks are members of the Federal Reserve System, and the remaining
two banks are in the process of becoming members. F&M, a Wisconsin
corporation, is a registered bank holding company subject to supervision and
regulation by the Federal Reserve Board ("FRB") under the federal Bank Holding
Company Act of 1956, as amended.
See "F&M Bancorporation, Inc."
Further information regarding F&M, including audited financial
statements, is included in the reports filed with the Securities and Exchange
Commission which are incorporated herein by reference. Offerees may obtain
copies of such documents from the Commission or by request to F&M. See
"Available Information" and "Incorporation of Certain Documents by Reference."
F&M Common
Shares of F&M Common are traded on the NASDAQ Stock Market under the
symbol "FMBK." See "F&M Market Information and Dividends."
F&M is organized under the Wisconsin Business Corporation Law
("WBCL"), which determines the rights of holders of F&M Common, except as
otherwise provided in F&M's Articles of Incorporation. Among other things, F&M
is subject to statutory anti-takeover provisions and its Articles of
Incorporation provide for the classification of its board of directors. In
addition, F&M (and all other corporations incorporated or qualified to do
business in Wisconsin) shareholders are subject to statutory personal liability
for certain employee compensation claims. See "Information as to F&M
Securities."
Method of Distribution
The shares of F&M Common to be offered hereunder will be offered in
business combination transactions. See "Plan of Distribution."
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<PAGE> 7
RISK FACTORS
In evaluating a transaction with F&M, the shareholders of an entity
being acquired should consider carefully the following factors, along with the
other information contained, or incorporated by reference, in this Prospectus,
and any Supplement thereto.
Acquisitions
Since its inception, F&M has experienced substantial growth through
acquisitions of other financial institutions. F&M's strategy to continue to
make acquisitions is dependent upon its ability to identify potential targets
for acquisition and consummate transactions on terms acceptable to F&M.
Also, F&M's future success is dependent in part upon its ability to
integrate the operations of, and manage over time, acquired financial
institutions. F&M has acquired ten financial institutions or offices within
the past four years, including two acquisitions in 1994, one in 1995, four in
1996 and two in the first quarter of 1997. The two 1994 acquisitions were the
largest acquisitions undertaken by F&M in terms of the consideration paid and
the size of the acquired institution, respectively. The 1995 acquisition was
F&M's second largest acquisition in both categories. In 1996, F&M consummated
four acquisitions. In 1997, F&M has consummated two acquisitions and has three
others pending.
Competition
Banks, including the F&M subsidiary banks (the "F&M Banks") and the
banks proposed to be acquired (together, the "Banks"), actively compete with
other financial institutions and businesses in both attracting and retaining
deposits and making loans. Financial institution competitors include banks,
savings banks, savings and loan associations and credit unions. Other business
competitors include insurance companies, securities brokerage firms, trust
companies and investment management firms. While F&M believes it has a
competitive advantage because 21 of its 50 bank office locations represent the
only commercial bank office in their community, competition with other
financial institutions and businesses, as well as the pricing levels of their
products and services, can affect the Banks' ability to obtain and retain
customers.
F&M also faces competition in seeking institutions to acquire.
Wisconsin has recently experienced a significant consolidation of its banking
industry, and many large holding companies with greater resources than F&M
(including several out-of-state holding companies) are actively pursuing
acquisitions in Wisconsin. This competition affects the available acquisition
opportunities for F&M and can affect the costs of such acquisitions.
Need for Technological Change
The banking industry is undergoing rapid technological changes with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. While F&M's
community banking strategy stresses "traditional" personal service, F&M's
future success will depend in part on its ability to address the needs of its
customers by using technology to provide products and services that will
satisfy customer demands for convenience as well as to create additional
efficiencies in F&M's Banks' operations. Many of F&M's competitors have
substantially greater resources to invest in technological improvements.
Banking Industry
The banking industry is highly regulated by both federal and state
regulatory authorities. Regulation includes, among other things, capital
reserve requirements, dividend limitations, limitations on products and
services offered, geographical limits, consumer credit regulations, community
investment requirements and restrictions on transactions with affiliated
parties. Financial institution regulation has been the subject of significant
legislation in recent years, may be the subject of further significant
legislation in the future, and is not within the control of F&M.
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<PAGE> 8
This regulation substantially affects the business and financial results of all
financial institutions and holding companies, including F&M and the Banks.
F&M, as a member of the banking industry, is affected by general
economic conditions, particularly as those conditions affect the Wisconsin
communities served by the F&M Banks. A financial institution's earnings also
depend to a large extent upon the relationship between the cost of funds
(primarily deposits) and the yield on earning assets (loans and investments).
This relationship, known as the interest rate margin, is subject to fluctuation
and is affected by regulatory, economic and competitive factors which influence
interest rates, the volume and rate of interest on interest-earning assets and
interest-bearing liabilities, and the level of non-performing assets.
Dependence on Chief Executive Officer
F&M has historically been highly dependent on the services of its
Chairman and Chief Executive Officer, Gail E. Janssen. F&M does not have an
employment agreement with Mr. Janssen or maintain "key person" life insurance
on Mr. Janssen. F&M has recently taken actions to reorganize operations on a
regional basis and to augment its corporate staff to help support F&M's
substantial growth, to place less dependence on any one individual, and to
anticipate management succession. As part of these actions, F&M employed Gary
A. Lichtenberg as its President and Chief Operating Officer in April 1996.
Cautionary Statement Regarding Forward-Looking Statements
The discussions in this Prospectus and any Supplement thereto, and in
the documents incorporated herein by reference, which are not historical
statements (including those in the future tense or including terms such as
"believe," "expect" and "anticipate") contain forward-looking statements that
involve risks and uncertainties. F&M's actual future results could materially
differ from those discussed. Factors that could cause or contribute to such
differences include, but are not limited to, the Company's future lending and
collection experience, the effects of acquisitions, competition from other
institutions, changes in the banking industry and its regulation, needs for
technological change, and other factors including those discussed above in
"Risk Factors" and in F&M's Management's Discussion and Analysis (which is
incorporated herein by reference), as well as those discussed elsewhere in this
Prospectus and the documents incorporated herein by reference.
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<PAGE> 9
F&M MARKET INFORMATION AND DIVIDENDS
F&M Common trades on The NASDAQ Stock Market ("NASDAQ") under the
symbol "FMBK". F&M had approximately 2,950 shareholders of record at February
28, 1997. The following table summarizes high and low prices and cash
dividends paid for F&M Common for the periods indicated. The high and low
prices represent actual trade prices as reported on NASDAQ.
<TABLE>
<CAPTION>
CASH DIVIDENDS
CALENDAR PERIOD HIGH LOW PAID PER SHARE
- ---------------------------------- ---- --- --------------
<S> <C> <C> <C> <C>
1995 1st quarter $20.00 $18.64 $.136
2nd quarter 20.00 17.95 .136
3rd quarter 22.73 18.53 .136
4th quarter 25.00 21.59 .136
1996 1st quarter 25.91 22.05 .164
2nd quarter 31.50 24.55 .164
3rd quarter 31.50 28.25 .17
4th quarter 32.00 29.75 .17
1997 1st quarter 32.00 28.50 .20
2nd quarter
(through May 1 ) 31.25 29.00 .20*
</TABLE>
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* Record date May 16, 1997, payable June 2, 1997
According to information provided by NASDAQ (as adjusted for the
subsequent stock 10% dividend), the trading volume of F&M Common on NASDAQ was
1,202,570 shares during 1996 and 874,903 shares during 1995.
F&M has paid quarterly or annual cash dividends since its inception.
The holders of F&M Common are entitled to receive such dividends as are
declared by the board of directors of F&M, which considers (and may change)
payment of dividends quarterly. The ability of F&M to pay dividends is
dependent upon the receipt of dividends from the F&M Banks, payment of which is
subject to regulatory restrictions. In determining cash dividends, the board
of directors of F&M considers the earnings, capital requirements, debt
servicing requirements, financial ratio guidelines issued by the FRB and other
banking regulators, financial condition of F&M and the F&M Banks, and other
relevant factors. See Note 15 of Notes to F&M's Consolidated Financial
Statements and the discussion under "Management's Discussion and Analysis of
Results of Operations and Financial Condition--Financial Condition--Capital
Adequacy," incorporated herein by reference, for restrictions on the ability of
the F&M Banks to pay dividends.
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<PAGE> 10
F&M SUMMARY FINANCIAL DATA
The summary financial data presented below for F&M Bancorporation,
Inc. for each of the quarters ended March 31, 1997 and 1996, and for each of
the years in the three year period ended December 31, 1996, which are derived
from the Consolidated Financial Statements of F&M and should be read in
conjunction with other financial information incorporated by reference in this
Prospectus, such as the separate Consolidated Financial Statements and notes
thereto of F&M, and Management's Discussion and Analysis of Results of
Operations and Financial Condition.
<TABLE>
<CAPTION>
Three Months Ended March 31 Years ended December 31,
--------------------------- ---------------------------------
1997 1996 1996 1995 1994
---- ---- ---- ---- ----
(unaudited; dollars in thousands, except per share data)
SUMMARY OF OPERATIONS (1)
<S> <C> <C> <C> <C> <C>
Interest income $ 24,542 $ 20,500 $ 86,877 $ 76,091 $ 63,942
Interest expense 11,472 9,234 39,246 33,807 25,074
---------- ---------- ---------- -------- --------
Net interest income 13,070 11,266 47,631 42,284 38,868
Provision for loan losses 383 419 2,004 1,653 1,338
Other income 1,609 1,337 5,876 4,649 4,112
Other expense 8,318 7,209 30,382 27,727 30,142
Net income 4,147 3,426 14,413 11,987 8,425
Net income applicable to common stock 4,147 3,426 14,413 11,987 8,403
PERIOD END BALANCE SHEET DATA(1)
Total assets 1,274,027 1,029,915 $1,173,494 $996,278 $921,384
Total loans 961,855 738,039 864,674 700,044 650,236
Allowance for loan losses (11,783) (9,363) (10,602) (8,921) (8,100)
Net loans 950,072 728,676 854,072 691,123 642,136
Total deposits 1,063,665 886,518 1,005,760 866,712 805,431
Short-term borrowings 59,600 27,718 41,332 12,194 19,846
Other borrowings 18,100 5,333 9,817 10,833 6,366
Total shareholders' equity 118,522 97,651 104,949 94,067 82,931
PER SHARE DATA (1)(2)
Net income per common share .55 .49 2.07 1.76 1.23
Cash dividends (3) .20 .164 .668 .546 .436
</TABLE>
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(1) Except as indicated, the data have been restated to
reflect F&M's acquisition of F&M Bank-Northeast (including both the
First National and Pulaski acquisitions) in 1994, F&M Bank-Waushara
County in 1995 and F&M Bank-Algoma in 1996 using the pooling of
interests method of accounting. See Note 3 of Notes to F&M's
Consolidated Financial Statements incorporated herein by reference.
The data prior to January 1, 1996 have not been restated to reflect
F&M's acquisition of Monycor in February 1996 because that acquisition
did not have a material effect on F&M's results of operations or
financial condition. The data also have not been restated to reflect
F&M's acquisitions of State Bank of East Troy and Green County Bank in
1997; although those acquisitions are being accounted for using the
pooling of interests method of accounting, periods prior to January 1,
1997 will not be restated due to the relatively small size of those
acquisitions as compared to F&M.
(2) Per share information has been restated to reflect the 10% stock
dividend paid to stockholders on June 10, 1996.
(3) Cash dividends per share are not restated to reflect
the acquisitions accounted for using the pooling of interests method of
accounting.
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<PAGE> 11
F&M BANCORPORATION, INC.
F&M Bancorporation, Inc. was formed in 1980 to acquire the shares of
Farmers and Merchants Bank of Kaukauna, Wisconsin (now known as F&M
Bank-Kaukauna). F&M has grown internally and through acquisitions from a
one-bank holding company with total assets of $37 million at its inception to a
17-bank holding company with 50 banking offices, and total assets of $1.3
billion, at March 31, 1997.
At December 31, 1996, F&M's subsidiary banks (the "F&M Banks") ranged
in size from $31 million to $259 million in total assets. The F&M Banks are
community banks which provide a full range of services to consumers and
businesses in small and medium-sized communities throughout Wisconsin. F&M
provides the benefits of holding company affiliation while allowing the F&M
Banks to operate with considerable autonomy.
Pending Acquisitions
Prairie du Chien Acquisition. In October 1996, F&M announced the
proposed acquisition of Wisconsin Ban Corp. ("WBC"), the holding company of
Prairie City Bank ("PCB"). A definitive agreement was signed in March 1997.
PCB, with its main office in Prairie du Chien, has five offices in south-west
Wisconsin. The agreement relating to the proposed acquisition provides that
F&M will acquire WBC in exchange for 575,000 shares of F&M Common (subject to
adjustments provided in the agreement). Also, outstanding WBC preferred stock
will be redeemed for approximately $320,000 in cash. F&M intends to account
for the transaction using the pooling of interests method of accounting. The
acquisition remains subject to WBC shareholder approval, regulatory approvals,
and other customary conditions. While there can be no assurances, F&M expects
that the WBC transaction will be consummated in the second quarter of 1997.
At December 31, 1996, WBC had total assets of $87.3 million, net loans
of $56.0 million, total deposits of $69.9 million and shareholders' equity of
$8.5 million. For the year ended December 31, 1996, WBC had net income of
$740,000.
Darlington Acquisition. In February 1997, F&M announced the execution
of a definitive agreement providing for the acquisition of Citizens National
Bancorporation, Inc. ("CNB"), the holding company of Citizens National Bank of
Darlington ("Darlington Bank"). Darlington Bank has two offices, in Darlington
and Hazel Green (in southwest Wisconsin). Under the agreement, F&M would
acquire CNB in exchange for shares of F&M Common in an exchange ratio set forth
in the Agreement; it is estimated that approximately 525,000 shares of F&M
Common would be issued in the transaction (subject to adjustments provided in
the agreement). F&M intends to account for the transaction using the pooling
of interest method of accounting. The acquisition remains subject to CNB
shareholder approval, regulatory approvals, and other customary conditions.
While there can be no assurances, F&M expects that the CNB transaction will be
consummated in late 1997.
At December 31, 1996, CNB had total assets of $75.3 million, net loans
of $48.9 million, total deposits of $65.2 million and shareholder's equity of
$9.5 million. For the year ended December 31, 1996, CNB had net income of
$653,000.
Clear Lake Acquisition. In April 1997, F&M announced the signing of a
letter of intent for the proposed acquisition of Clear Lake Bancorp Inc.
("CLB"), the holding company of Landmark Bank ("Landmark"). Landmark, with its
main office in Clear Lake, has four offices in northwest Wisconsin. The
acquisition is expected to be stock-for-stock, at an exchange ratio to be
determined under a formula to be included in the definitive agreement relating
to the proposed acquisition. F&M intends to account for the transaction using
the pooling of interest method of accounting. The acquisition remains subject
to execution of a definitive agreement, CLB shareholder approval, regulatory
approvals, and other customary conditions. While there can be no assurances,
F&M expects that the CLB transaction will be consummated in late 1997.
-9-
<PAGE> 12
At December 31, 1996, CLB had total assets of $35.0 million, net loans
of $24.5 million, total deposits of $31.8 million and shareholder's equity of
$2.1 million. For the year ended December 31, 1996, CLB had net income of
$191,000.
Recent Developments
Brodhead Acquisition. On February 27, 1997, F&M acquired Green County
Bank ("GCB"), with one office in Brodhead in south-central Wisconsin. GCB has
been renamed "F&M Bank-Brodhead." F&M acquired GCB in exchange for 182,967
shares of F&M Common Stock ("F&M Common"), in a formula amount set forth in the
definitive acquisition agreement; the total value of those shares was
approximately $5.4 million for purposes of the agreement. F&M is accounting
for the transaction using the pooling of interests method of accounting,
although periods prior to January 1, 1997 will not be restated because of the
relatively small size of GCB as compared to F&M.
At December 31, 1996, GCB had total assets of $31.5 million, net loans
of $21.5 million, total deposits of $28.1 million and shareholders' equity of
$3.2 million. For the year ended December 31, 1996, GCB had net income of
$287,000.
East Troy Acquisition. On January 10, 1997, F&M acquired East Troy
Bancshares, Inc. ("ETB"), which owned all of the shares of State Bank of East
Troy (renamed "F&M Bank-East Troy"), with one office in East Troy in southeast
Wisconsin. F&M's acquisition of ETB was made in exchange for 439,993 shares of
F&M Common, valued for purposes of the transaction at $13.5 million for
purposes of the agreement. F&M is accounting for the transaction using the
pooling of interests method of accounting, although periods prior to January 1,
1997 will not be restated because of the relatively small size of ETB as
compared to F&M.
At December 31, 1996, ETB had total assets of $56.0 million, net loans
of $43.2 million, total deposits of $46.6 million and shareholders' equity of
$7.7 million. For the year ended December 31, 1996, ETB had net income of
$224,000.
Subsidiary Banks
F&M owns 17 subsidiary banks (the "Banks" or the "F&M Banks"), all of
which are Wisconsin state banks, and each of which (other than recently
acquired banks which have not yet become members) is a member of the Federal
Reserve System. The Banks are community banks which provide a full range of
services to consumers and businesses in small and medium-sized communities
throughout Wisconsin. F&M provides the benefits of holding company affiliation
while allowing the Banks to operate with considerable autonomy.
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<PAGE> 13
The following table presents certain information as to the F&M Banks.
Each of the F&M Banks is wholly-owned by F&M.
<TABLE>
<CAPTION>
NO. OF FULL
YEAR SERVICE OFFICES TOTAL ASSETS
BANK ACQUIRED (1) AT 3/31/97 AT 12/31/96
--------------------------------- ------------ ---------------- -------------
(in millions)
<S> <C> <C> <C>
F&M Bank-Kaukauna 1980 5 $119.6
F&M Bank-Appleton 1981 3 60.7
F&M Bank-Hilbert 1983 3 29.4
F&M Bank-Winnebago County 1985 3 93.5
F&M Bank-New London 1987 1 32.7
F&M Bank-Portage County 1987 2 74.2
F&M Bank-Fennimore 1988 1 46.3
F&M Bank-Potosi 1988 2 33.4
F&M Bank-Lancaster 1990 1 42.6
F&M Bank-Lakeland 1991 7 149.1
F&M Bank-Kiel 1991 1 43.6
F&M Bank-Northeast 1994 11 259.3
F&M Bank-Waushara County 1995 5 101.2
F&M Bank-Superior 1996 1 32.1
F&M Bank-Algoma 1996 2 51.0
F&M Bank-East Troy 1997 1 56.2
F&M Bank-Brodhead 1997 1 31.5
</TABLE>
- ------------------
(1) In the case of F&M Banks resulting from mergers, represents the date
F&M first acquired any of the constituent banks in those mergers.
F&M's network of community banks generally operates with significant
local autonomy, with general oversight and support from F&M. F&M believes this
autonomy allows the F&M Banks to better serve the customers in their respective
communities, and thus enhances the F&M Banks' business opportunities and
operations. After acquiring banks, F&M generally maintains local bank charters
and keeps intact existing management and boards of directors. Generally, F&M
Bank managements operate independently of F&M in selecting deposit products
developed by F&M and in making pricing and credit decisions. F&M maintains an
approval procedure for new loans above certain threshold amounts and provides
ongoing loan review and administration assistance and other services for the
F&M Banks. F&M encourages F&M Bank officers and employees to be active in
community groups and projects.
-11-
<PAGE> 14
INFORMATION AS TO F&M COMMON
The Restated Articles of Incorporation of F&M, as amended (the
"Articles"), provide that F&M has authority to issue 20,000,000 shares of
Common Stock, $1.00 par value ("F&M Common"). The outstanding shares of F&M
Common are, and the shares to be issued in transactions will be, fully paid and
nonassessable, except for statutory liability of shareholders under Section
180.0622(2) (b) of the Wisconsin Business Corporation Law (the "WBCL"), as
judicially interpreted, for certain unpaid indebtedness to employees for
services rendered.
The holders of F&M Common are entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders. Shareholders
have no cumulative voting rights, which means that the holders of shares
entitled to exercise more than 50% of the voting rights are able to elect all
of the directors. F&M's Articles and Bylaws provide for classification of the
board of directors into three classes, one class being subject to election in
each year for three-year terms.
Dividends may be paid to holders of F&M Common when, as and if
declared by the board of directors out of funds legally available therefor,
subject to any contractual restrictions on the payment of dividends. In the
event of any liquidation, dissolution or winding-up of F&M, the holders of F&M
Common will be entitled to receive a pro rata share of the assets of F&M
remaining after payment or provision for payment of the debts and other
liabilities of F&M. The holders of F&M Common are not entitled to any
preemptive, subscription, redemption or conversion rights. See "Management's
Discussion and Analysis of Results of Operations and Financial
Condition--Financial Condition--Capital Adequacy" and Note 15 of Notes to F&M's
Consolidated Financial Statements (which are incorporated herein by reference)
for discussions of restrictions on F&M Banks' ability to pay dividends to F&M.
Certain Statutory Provisions
Except as may otherwise be provided by law, the requisite affirmative
vote of shareholders for certain corporate actions, including a merger or share
exchange with another corporation, sale of all or substantially all of the
corporate property and assets, or voluntary liquidation of F&M, is a majority
of all the votes entitled to be cast on the transaction by each voting group of
outstanding shares entitled to vote thereon. Sections 180.1130 through
180.1134 of the WBCL provide generally that, in addition to the vote otherwise
required by law or the articles of incorporation of an "issuing public
corporation" (defined to mean a corporation domiciled in Wisconsin with at
least 500 shareholders of record, including 100 shareholders of record who have
unlimited voting rights and are Wisconsin residents), certain "business
combinations" not meeting certain adequacy-of-price standards specified in the
statute must be approved by (a) the holders of at least 80% of the votes
entitled to be cast and (b) two-thirds of the votes entitled to be cast by the
corporation's outstanding voting shares owned by persons other than a
"significant shareholder" who is a party to the transaction or an affiliate or
associate thereof. Section 180.1130 defines "business combination" to include,
subject to certain exceptions, a merger or share exchange of the issuing public
corporation (or any subsidiary thereof) with or the sale or other disposition
of substantially all assets of the issuing public corporation to, any
significant shareholder or affiliate thereof. "Significant shareholder" is
defined generally to mean a person that is the beneficial owner of 10% or more
of the voting power of the outstanding voting shares of the issuing public
corporation. The statute also restricts the repurchase of shares and the sale
of corporate assets by an issuing public corporation in response to a take-over
offer. F&M presently meets the definition of "issuing public corporation."
Also, Section 180.1150 of the WBCL provides that the voting power of
shares of an "issuing public corporation" which are held by any person in
excess of 20% of the voting power of the issuing public corporation's shares
shall be limited to 10% of the full voting power of such excess shares. This
statutory voting restriction is not applicable to shares acquired directly from
F&M, to shares acquired in a transaction incident to which shareholders of F&M
vote to restore the full voting power of such shares and under certain other
circumstances.
-12-
<PAGE> 15
Sections 180.1140 through 180.1144 of the WBCL prohibit certain
"business combinations" between a "resident domestic corporation" and a person
beneficially owning 10% or more of the outstanding voting stock of such
corporation (an "interested shareholder") within three years after the date
such person became a 10% beneficial owner (the "acquisition date"), unless the
business combination or the acquisition of such stock has been approved before
the acquisition date by the corporation's board of directors. After such
three-year period, a business combination with the interested shareholder may
be consummated only with the approval of the holders of a majority of the
voting stock not beneficially owned by the interested shareholder, unless the
combination satisfies certain adequacy-of-price standards intended to provide a
fair price for shares held by disinterested shareholders. F&M presently meets
the definition of a "resident domestic corporation."
The foregoing provisions of the WBCL, the classification of F&M's
board of directors and the ability to issue additional shares of F&M Common
without further shareholder approval (except as may be required under NASDAQ
Stock Market corporate governance standards), could have the effect, among
others, of discouraging take-over proposals for F&M or impeding a business
combination between F&M and a major shareholder.
PLAN OF DISTRIBUTION
This Prospectus covers the offer and sale by F&M of up to 3,377,033
shares of F&M Common, which F&M may issue from time to time in connection with
the future acquisitions of other businesses, or securities of other businesses,
in business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act or as otherwise permitted under the
Securities Act.
F&M expects that the terms upon which it may issue the shares in
business combination transactions will be determined through negotiations with
the boards of directors, principal owners and/or other representatives of the
businesses to be acquired. It is expected that the shares of F&M Common that
are issued will be valued at prices reasonably related to the market prices for
F&M Common prevailing at either the time an acquisition agreement is executed
or at the time an acquisition is consummated.
Of the shares being offered hereby, it is expected that approximately
575,000 shares will be issued in connection with F&M's pending acquisition of
Wisconsin Ban Corp., 525,000 shares will be issued in connection with F&M's
pending acquisition of Citizen's National Bancorporation, Inc. and a number of
shares to be determined will be issued in connection with F&M's pending
acquisition of Clear Lake Bancorp Inc. (The number of shares issuable in these
transactions is subject to adjustment in the case of stock splits and
dividends, such as the 10% stock dividend payable on June 9, 1997.) There can
be no assurances that such acquisitions will be completed as anticipated. In
the event that any of such acquisitions is not completed, shares which were to
have been issued in such acquisitions may be offered in connection with other
future acquisitions. See "F&M Bancorporation, Inc. - Pending Acquisitions."
All expenses to these offerings are expected to be borne by F&M,
although any business to be acquired is likely to be required to bear all of
its expenses in connection with any business combination transaction. Because
any supplement to this registration statement may also constitute a proxy
statement of such acquired business, the acquired business may bear certain of
the expenses relating thereto.
No underwriting discounts or commissions will be paid in connection
with the issuance of shares of F&M Common by F&M in any business combination
transactions, although F&M (or an acquired business) may engage investment
advisors in connection with the evaluation of any specific acquisition.
-13-
<PAGE> 16
LEGAL OPINIONS
Quarles & Brady, Milwaukee, Wisconsin, special counsel for F&M, and
McCarty, Curry, Wydeven, Peeters & Haak, Kaukauna, Wisconsin, general counsel
for F&M, will render opinions on the legality of the shares being offered
hereby and as to certain other matters in connection with the business
combination transactions pursuant to which shares of F&M Common may be issued.
Two Quarles & Brady attorneys providing services with respect to the
Registration Statement own an aggregate of 7,835 shares of F&M Common.
EXPERTS
The consolidated financial statements of F&M as of December 31, 1996
and 1995, and for the years ended December 31, 1996, 1995 and 1994, have been
audited by Wipfli Ullrich Bertelson, independent certified public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, F&M
shareholders may present proper proposals for inclusion in F&M's proxy
statement and for consideration at its annual meeting of shareholders in a
timely manner. If F&M's 1998 annual meeting is held as scheduled, the date for
timely submission is December 1, 1997; if the meeting is materially delayed,
shareholders will be informed of a new date for submission.
-14-
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
F&M is incorporated under the Wisconsin Business Corporation Law (the
"WBCL").
Under Section 180.0851(1) of the WBCL, F&M is required to indemnify a
director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if such person was a party because he or she was a director
or officer of F&M. In all other cases, F&M is required by Section 180.0851(2)
to indemnify a director or officer against liability incurred in a proceeding
to which such person was a party because he or she was a director or officer of
F&M, unless it is determined that he or she breached or failed to perform a
duty owed to F&M and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with F&M or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful; (iii) a transaction from which the
director or officer derived an improper personal profit; or (iv) willful
misconduct. Section 180.0858(1) provides that, subject to certain limitations,
the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may have
under F&M's Articles of Incorporation, Bylaws, any written agreement or a
resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(1) referred to above.
Under Section 180.0833 of the WBCL, directors of F&M against whom
claims are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.
Article X of F&M's Bylaws provides that F&M will indemnify any
director or officer who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of F&M) by reason of the fact that he or she is or was a director or
officer of F&M, against expenses reasonably incurred by such person if he or
she acted in good faith and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. Directors
and officers are similarly identified under Article X for any action or suit by
or in the right of F&M if they acted in good faith and have not been adjudged
to be liable for misconduct in the performance of their duty to F&M. The
Bylaws also provide that F&M shall have the power to purchase and maintain
insurance on any director or officer for any liability asserted against him or
her and incurred by such person
II-1
<PAGE> 18
arising out of his or her status as an officer or director, whether or not F&M
would have the power to indemnify such person against such liability under the
Bylaws or the WBCL. F&M's Articles of Incorporation and Bylaws do not limit
the indemnification to which directors and officers are entitled under the
WBCL.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of F&M pursuant to
the foregoing provisions, or otherwise, F&M has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by F&M of expenses incurred or paid by a director, officer or
controlling person of F&M in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, F&M will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits set forth on the Exhibit Index attached hereto, which is
incorporated herein by reference, are filed as part of this Registration
Statement.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement.
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S- 8 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE> 19
(4) If the registration is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 20 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(x) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
II-3
<PAGE> 20
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF KAUKAUNA,
STATE OF WISCONSIN, ON MAY 1, 1997.
F&M BANCORPORATION, INC.
By: /s/ Gail E. Janssen
--------------------------------------
Gail E. Janssen, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gail E. Janssen, Gary A. Lichtenberg and Daniel
E. Voet, and any of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any state securities
commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE AND TITLE
<TABLE>
<CAPTION>
<S> <C>
/s/ Gail E. Janssen /s/ Douglas A. Martin
--------------------------------------------------- ---------------------------------------------------
Gail E. Janssen, Chairman of the Douglas A. Martin, Director
Board and Chief Executive Officer
/s/ Daniel E. Voet /s/ Duane G. Peppler
--------------------------------------------------- ---------------------------------------------------
Daniel E. Voet, Chief Financial Officer and Duane G. Peppler, Director
Treasurer (also, Principal Accounting Officer)
/s/ Otto L. Cox /s/ Robert C. Safford
--------------------------------------------------- ---------------------------------------------------
Otto L. Cox, Director Robert C. Safford, Director
/s/ Paul J. Hernke /s/ Glenn L. Schilling
--------------------------------------------------- ---------------------------------------------------
Paul J. Hernke, Director
Glenn L. Schilling, Director
/s/ John W. Johnson /s/ Joseph F. Walsh
--------------------------------------------------- ---------------------------------------------------
John W. Johnson, Director Joseph F. Walsh, Director
/s/ Gary A. Lichtenberg
---------------------------------------------------
Gary A. Lichtenberg, Director
- -------------
</TABLE>
* Each of the above signatures is affixed as of May 1, 1997.
<PAGE> 21
F&M BANCORPORATION, INC.
(THE "REGISTRANT")
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-4
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference Herewith
------ ----------- -------------------- --------
<S> <C> <C> <C>
5.1 Opinion of Quarles & Brady X
regarding legality of securities
being registered
10.1 Registrant's 1993 Incentive Exhibit A to Registrant's Proxy
Stock Option Plan Statement for 1993 Annual Meeting
of Shareholders ("1993 Proxy
Statement")
10.2 Registrant's 1993 Stock Option Exhibit B to 1993 Proxy Statement
Plan for Non-Employee Directors
10.3 Registrant's Executive Bonus Description thereof under
Plan "Compensation Committee Report on
Executive Compensation" in
Registrant's Proxy Statement for
1996 Annual Meeting of
Shareholders ("1996 Proxy
Statement")
10.4 Registrant's Deferred Exhibit 10.6 to Registrant's
Compensation Agreements with: Report on Form 10-K for the year
ended December 31, 1992
(a) Gail E. Janssen
(b) Duane G. Peppler
10.5 Registrant's Executive Stock Description thereof under "Stock
Purchase Plan Purchase Plan" in 1996 Proxy
Statement
10.6 Noncompetition Agreement dated Exhibit 10.1 to the Registrant's
February 11, 1994, between the Report on Form 8-K dated
Registrant and Robert C. Safford February 11, 1994
10.7 Agreement dated November 4, Exhibit 10.1 to the Registrant's
1993, between Pulaski Bank Report on Form 8-K dated
(n/k/a F&M Bank Northeast) and March 21, 1994 ("3/21/94 8-K")
John W. Johnson
</TABLE>
EI-1
<PAGE> 22
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference Herewith
------- ----------- -------------------- --------
<S> <C> <C>
10.8 Option Agreement dated March 17, Exhibit 10.2 to 3/21/94 8-K
1993, between Pulaski
Bancshares, Inc. and John W.
Johnson, together with the
assumption thereof by the
Registrant dated March 21, 1994
10.9(a) Plan and Agreement of Merger and Exhibit 2.1 to the Registrant's
Reorganization dated as of Report on Form 10-Q for the
November 1, 1995 by and among quarter ended September 30, 1995
the Registrant, Monycor
Bancshares, Inc. and F&M Merger
Corporation*
10.9(b) Amendment No. 1 thereto, dated Exhibit 2.1(b) to the
December 1, 1995 Registrant's Report on Form 8-K
dated February 5, 1996
10.10 Plan and Agreement of Merger and Exhibit 10.11 to the Registrant's
Reorganization dated as of Report on Form 10-K for the year
January 11, 1996 by and between ended December 31, 1995 ("1995
F&M Bank-Lakeland and Bradley 10-K")
Bank*
10.11 Branch Purchase Agreement dated Exhibit 10.12 to 1995 10-K
as of January 15, 1996 by and
between F&M Bank-Kaukauna and
TCF Bank Wisconsin fsb*
10.12 Agreement and Plan of Merger and Exhibit C to the definitive
Reorganization dated as of prospectus under Registration
February 22, 1996, by and among Statement No. 333-02207
the Registrant, F&M Interim Bank
and Community State Bank*
10.13 Agreement and Plan of Merger and Exhibit 10.14 to the Registrant's
Reorganization dated as of Statement on Form S-4, No. 333-
August 20, 1996 by and among the 13321 ("1996 S-4")
Registrant, East Troy
Bancshares, Inc. and F&M Merger
Corporation.*
</TABLE>
EI-2
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference Herewith
------- ----------- -------------------- --------
<S> <C> <C> <C>
10.14 Plan and Agreement of Merger and Exhibit B to Supplemental
Reorganization dated as of Statement dated January 23, 1997,
January 2, 1997 between the filed as a Rule 424(b)(3)
Registrant and Green County Prospectus relating to the 1996
Bank* S-4
10.15 Plan and Agreement of Exhibit 10.15 to the Registrant's
Reorganization and Merger dated Report on Form 10-K for the year
as of February 27, 1997 among ended December 31, 1996 ("1996
the Registrant, Merger Corp. and 10-K")
Citizen's National
Bancorporation, Inc.*
10.16 Plan and Agreement of Merger and Exhibit 10.16 to 1996 10-K.
Reorganization dated as of
March 19, 1997 among the
Registrant, Wisconsin Ban Corp.
and F&M Merger Corporation*
23.1 Consent of Wipfli Ullrich X
Bertelson CPAs.
23.2 Consent of Quarles & Brady X
(included in
Exhibit 5.1)
24 Power of Attorney (contained on X
the Signature Page)
</TABLE>
- ---------------
* Excluding schedules and exhibits, which are identified in such
documents. The Registrant agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the Commission upon request.
EI-3
<PAGE> 1
[Quarles & Brady letterhead]
Exhibit 5.1
May 1, 1997
F&M Bancorporation, Inc.
One Bank Avenue
P.O. Box 410
Kaukauna, WI 54130
Gentlemen and Ladies:
We are providing this opinion in connection with the Registration Statement of
F&M Bancorporation, Inc., a Wisconsin corporation ("F&M"), on Form S-4 (the
"Registration Statement") being filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed issuance of up to 2,500,000
shares of F&M Common Stock, $1.00 par value (the "Shares"), in connection with
certain possible future business combination transactions (the "Transactions";
singularly a "Transaction") pursuant to Rule 415(a)(1)(viii) under the Act.
We have examined: (i) F&M's Articles of Incorporation and Bylaws, as amended
to date; (ii) the Registration Statement, including the form of Prospectus
(subject to completion) contained therein; (iii) corporate proceedings of F&M,
to date, relating to the proposed issuance of the Shares; and (iv) such other
documents as we have deemed necessary in order to render this opinion.
Based on the foregoing, it is our opinion that:
1. F&M is a corporation validly existing under the laws of the State of
Wisconsin.
2. When (a) the Registration Statement and any post-effective amendment
thereto required by General Instruction H to Form S-4 shall have
become effective under the Act, or the information necessary in
connection with any Transaction is furnished in a prospectus
supplement in compliance with such Instruction, (b) any necessary
further corporate proceedings shall have been taken in connection with
the Transactions covered by the Registration Statement, (c) the
parties shall have received any necessary regulatory approvals
required to consummate the Transactions and issue the Shares relating
thereto, and all other conditions precedent to such issuance shall
have been satisfied or where permissible waived, (d) the Transactions
shall have been duly consummated in accordance with the terms of the
definitive agreements relating thereto and applicable laws, and (e) up
to
<PAGE> 2
F&M Bancorporation, Inc.
May __, 1997
Page 2
2,500,000 Shares have been duly issued in accordance with the
provisions of such agreements, such Shares will be validly issued,
fully paid and non-assessable by F&M, subject to the personal
liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal liability
of shareholders shall be "to an amount equal to the par value of
shares owned by them respectively, and to the consideration for which
their shares without par value was issued," the Wisconsin Supreme
Court, by a split decision without a written opinion, has affirmed a
judgment holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to January
1, 1991 [Section 180.40(6)] for unpaid employee wages to an amount
equal to the consideration for which their par value shares were
issued rather than the shares' lower stated par value. Local 257 of
Hotel and Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d
664 (1985) (affirming the 1983 decision of the Circuit Court for Dane
County, Wisconsin, in Case No. 82-CV-0023).
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference of our firm under the caption "Legal Matters" in
the Prospectus. As noted therein, attorneys in our firm who are providing
services with respect to the Registration Statement own an aggregate of 7,835
shares of Common Stock. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we are within
the category of persons whose consent is required by Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Quarles & Brady
QUARLES & BRADY
<PAGE> 1
EXHIBIT 23.1
[Wipfli Ullrich Bertelson LLP CPAs
Consultants Advisors
Letterhead]
CONSENT OF WIPFLI ULLRICH BERTELSON LLP
We consent to the incorporation by reference of our reports on the financial
statements of F&M Bancorporation, Inc. (dated January 31, 1997) in this
Registration Statement on Form S-4, and to the references to our firm under the
heading "Experts" in the prospectus forming part of the Registration Statement.
/s/ Wipfli Ullrich Bertelson LLP
May 1, 1997
Appleton, Wisconsin
