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: May 30, 1997
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
<PAGE>
<PAGE>
Item 2. Acquisition or Disposition of Assets
On May 30, 1997, F&M Bancorporation, Inc. ("F&M")
consummated its previously announced acquisition of Wisconsin Ban
Corp ("WBC") pursuant to a Plan and Agreement of Merger and
Reorganization dated as of March 19, 1997 (the "Agreement").
Under the Agreement, WBC was merged into a wholly-owned
subsidiary of F&M (the "Merger"). In the Merger, F&M issued an
aggregate of 637,010 shares of F&M Common Stock, $1.00 par value
("F&M Common"), in a per share conversion ratio determined
pursuant to a formula set forth in the Agreement, as amended and
as adjusted to reflect F&M's 10% stock dividend paid in June
1997. In addition, outstanding WCB preferred stock was redeemed
for approximately $350,000 in cash, and outstanding indebtedness
of WCB to its shareholders and affiliates, in the amount of
approximately $2.6 million (including accrued interest), was
repaid in cash.
The acquisition transaction was negotiated at arm's length
between F&M and the directors of WBC (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, and expects that
prior period financial statements will be restated to reflect the
acquisition.
WBC was a holding company owning all of the outstanding
shares of Prairie City Bank, a Wisconsin state bank with five
full service offices in southwest Wisconsin. The bank has been
renamed "F&M Bank - Prairie du Chien".
Because of the relative sizes of F&M and WBC, F&M is not
required to provide historical financial statements of WBC, or
pro forma financial information of F&M reflecting the Merger.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial statement filing requirements are not
applicable because WBC does not meet the significance tests, as
compared to F&M, which would require historical financial
information of WBC or pro forma financial information of F&M in
this Report.
(c) Exhibits See the Exhibit Index, following the
signatures to this Report, which Exhibit Index is incorporated
herein by reference.
<PAGE>
<PAGE>
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 3, 1997 /s/ Daniel E. Voet
Daniel E. Voet
Chief Financial Officer
and Treasurer
F&M BANCORPORATION, INC.
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated as of May 30, 1997
Exhibit
Number Description
2.1(a) Plan and Agreement of Merger and Incorporated by
Reorganization dated as of reference to
March 19, 1997 by and among F&M, Exhibit 10.16 to
F&M Merger Corporation and WBC F&M's Report on
Form 10-K for the
year ended
December 31, 1997
2.1(b) Related letter dated May 8, 1997 Filed herewith
Exhibit 2.1(b)
5/30/97 8-K
[F&M Bancorporation letterhead]
May 8, 1997
Mr. William L. Adamany
Executive Vice President
Prairie City Bank
300 E. Blackhawk Avenue
P.O. Box 338
Prairie Du Chien WI 53821
Dear Mr. Adamany:
The following describes what I believe is our understanding of
our purchase agreement with Wisconsin Bancorp. Inc. and the
affiliation between Prairie City Bank and F&M Bancorporation
based on closing prior to June 5, 1997.
The shareholders of Wisconsin Bancorp. Inc. will receive:
1. 575,000 shares of F&M stock (pre 10% stock dividend)
2. $319,700 cash for preferred stock, plus accrued dividends of
approximately $27,300
3. $31,000 of F&M stock for estimated federal tax accrual in
excess of amount due
4. $2,607,000 cash for debt to shareholders, plus accrued
interest of $28,200
5. $100,000 in F&M stock to reflect the equity in excess of
$11,500,000, which reflects the income of $225,000 projected
for April and May 1997.
Bill, please call me to discuss.
Sincerely,
F&M BANCORPORATION, INC.
/s/ Gail E. Janssen
Gail E. Janssen
Chairman and CEO
