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 28, 1998
F & M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 000-14553 39-1365327
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
ONE BANK AVENUE, KAUKAUNA, WISCONSIN 54130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(920) 766-1717
Item 2. Acquisition or Disposition of Assets
On May 28, 1998, F&M Bancorporation, Inc. ("F&M") completed
its previously announced acquisition of Financial Management
Services of Jefferson, Inc. ("FMSJ") pursuant to an Agreement of
Merger and Reorganization dated as of December 31, 1997 (the
"Agreement"). Under the Agreement, FMSJ was merged into a
wholly-owned subsidiary of F&M (the "Merger"). In the Merger,
F&M issued an aggregate of approximately 641,900 shares of F&M
Common Stock, $1.00 par value ("F&M Common"), with a per share
conversion ratio described in the Agreement.
The acquisition transaction was negotiated at arm's length
between F&M and the directors of FMSJ (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.
FMSJ was a holding company owning all of the outstanding
shares of Farmers and Merchants Bank, a Wisconsin state bank with
two full service offices in the city of Jefferson in south-
central Wisconsin. The bank will be renamed "F&M Bank -
Jefferson" in the near future.
Because of the relative sizes of F&M and FMSJ, F&M is not
required to provide historical financial statements of FMSJ, 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 FMSJ does not meet the significance tests, as
compared to F&M, which would require historical financial
information of FMSJ 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.
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 1, 1998 /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 28, 1998
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Exhibit Incorporated by
Number Description Reference to
2.1(a) Agreement of Merger and Exhibit 2.2 to
Reorganization dated as of F&M's Report on
December 31, 1997 by and among Form 10-K for the
F&M, F&M Merger Corporation and year ended
FMSJ December 31, 1997
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