<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
REGISTRATION NO. 333-26373
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
F&M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
-----------------
<TABLE>
<CAPTION>
<S> <C> <C>
WISCONSIN 6022 39-1365327
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
ONE BANK AVENUE
KAUKAUNA, WISCONSIN 54130
(920) 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, LLP
120 E. 4TH STREET
KAUKAUNA, WISCONSIN 54130
(920) 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 LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effectiveness of this
Post-Effective Amendment No. 3 to the Registration Statement.
----------------
<PAGE> 2
PROSPECTUS
1,638,684 SHARES
F&M BANCORPORATION, INC.
COMMON STOCK
This Prospectus covers the offer and sale of up to a total of 1,638,684
shares of common stock of F&M Bancorporation, Inc. F&M may issue these shares of
its common stock over time in acquisitions of other businesses or their stock.
The acquisitions would be in business combination transactions such as mergers
or share exchanges.
The terms under which F&M will issue these shares will vary from
transaction to transaction. F&M expects to set those terms in negotiations with
representatives of the businesses to be acquired, such as their boards of
directors, officers or controlling shareholders. The market prices may be those
at the time an agreement is executed, when an acquisition is completed, or some
other time chosen by the parties. The parties also may choose to average the
prices over a period of time. On March 24, 1999, F&M common stock's last
reported sales price on the NASDAQ Stock Market was $32.63 per share. The NASDAQ
Stock Market is F&M's trading market.
F&M will use this Prospectus only with security holders of companies it
has agreed to acquire. Under some circumstances, securities laws may not require
F&M to provide additional information beyond this Prospectus. Please see "Plan
of Distribution." In other circumstances, F&M will include a supplement with
this Prospectus.
YOU SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION THAT YOU RECEIVE
IN THIS TRANSACTION. FOR SOME OF THE IMPORTANT FACTORS WHICH YOU SHOULD CONSIDER
IN EVALUATING F&M'S COMMON STOCK AND ANY TRANSACTION WITH F&M, PLEASE SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
This Prospectus is dated March , 1999.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES. THEY ALSO HAVE NOT
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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<PAGE> 3
TABLE OF CONTENTS
Page No.
SUMMARY .................................................................. -3-
RISK FACTORS............................................................... -4-
F&M MARKET INFORMATION AND DIVIDENDS....................................... -7-
F&M SUMMARY FINANCIAL DATA................................................. -8-
F&M BANCORPORATION, INC.................................................... -9-
OTHER INFORMATION YOU CAN OBTAIN........................................... -10-
INFORMATION ABOUT F&M COMMON............................................... -11-
PLAN OF DISTRIBUTION....................................................... -12-
LEGAL OPINIONS............................................................. -13-
EXPERTS .................................................................. -13-
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS............................. -13-
----------------
F&M HAS NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS EXCEPT FOR THOSE IN THIS PROSPECTUS OR ANY SUPPLEMENT. THAT IS
TRUE WHETHER THE STATEMENTS ARE IN CONNECTION WITH THE SOLICITATIONS OF PROXIES
OR THE OFFERING OF SECURITIES. YOU SHOULD NOT RELY UPON ANY SUCH INFORMATION OR
REPRESENTATIONS EVEN IF SOMEONE MAKES THEM, BECAUSE THEY ARE NOT AUTHORIZED BY
F&M OR ANYONE ELSE. F&M DOES NOT IMPLY OR REPRESENT BY DELIVERING THIS
PROSPECTUS THAT THERE HAS BEEN NO CHANGES IN F&M OR ITS BUSINESS SINCE THE DATE
OF THE PROSPECTUS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME AFTER
ITS DATE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The discussions in this Prospectus, and in the documents incorporated
in it by reference, which are not historical statements contain forward-looking
statements that involve risks and uncertainties. Statements which "are not
historical statements" include those in the future tense or which use terms such
as "believe," "expect" and "anticipate". F&M's actual future results could
differ in important and material ways from those discussed. Many factors could
cause or contribute to such differences. These factors include:
- F&M's future lending and collection experience
- The effects of acquisitions, and F&M's ability to integrate
acquired operations
- Competition from other institutions
- Changes in the banking industry and regulation of the industry
- Needs for technological change, including "Year 2000 compliance"
- Other factors including those discussed or described:
- in "Risk Factors",
- in F&M's Management's Discussion and Analysis for the year
ended December 31, 1998, which is incorporated by
reference in this Prospectus,
- in other places in this Prospectus, in a supplemental
statement (if any), and in the reports and other documents
incorporated by reference in this Prospectus.
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<PAGE> 4
SUMMARY
This section is a summary of important information in this Prospectus.
It includes summaries of information which F&M believes is material. However,
because it is a summary, it is brief and only highlights the more detailed and
extensive material in, or incorporated by reference in, this Prospectus. You
should read carefully all materials which F&M provides. You should not rely
solely on this summary. If there are any differences between the summary and the
full materials, the full descriptions are controlling.
Unless we state otherwise, all data "per share" of F&M Common, and all
information regarding the shares, have been restated for F&M's 10% stock
dividends which were paid in 1996, 1997 and 1998, and for acquisitions for which
F&M "pooled" financial statements and restated its historical financial
statements. "Pooled" means that F&M is presenting that data as if those
acquisitions had occurred before periods of time discussed.
F&M Bancorporation, Inc.
F&M is a midwestern bank holding company. F&M had 19 bank subsidiaries
with 69 offices in Wisconsin, three banks with 14 offices in Iowa, one bank
with one office in Minnesota, and a full service trust company on December 31,
1998. On December 31, 1998, F&M and its subsidiaries together had total assets
of $2.4 billion. F&M's principal executive offices are at One Bank Avenue,
Kaukauna, Wisconsin 54130 (telephone: 920/766-1717). Because F&M is a registered
bank holding company, it is regulated by the Federal Reserve Board under the
federal Bank Holding Company Act of 1956.
For more information about F&M, you should see "F&M Bancorporation,
Inc." later in the Prospectus. F&M provides more information, including its
audited financial statements, in reports filed with the Commission which are
incorporated by reference. Documents which are incorporated by reference are
considered to be part of the Prospectus even though they are not included with
it. You may obtain copies of those reports from the Commission or by asking F&M.
See "Other Information You Can Obtain" for information on how to do that.
F&M Common
Shares of F&M Common Stock are traded on the NASDAQ Stock Market. The
trading symbol for F&M Common Stock is "FMBK." See "F&M Market Information and
Dividends."
F&M is a Wisconsin corporation, organized under the Wisconsin Business
Corporation Law. The WBCL and F&M's Articles of Incorporation together determine
the rights of F&M's shareholders. Among other things, the WBCL has provisions
which may affect the ability of other parties to acquire F&M. F&M's Board of
Directors is classified (in other words, only part of the Board is elected each
year), which may also affect corporate takeovers because not all directors are
elected at the same time. Also, the WBCL provides that shareholders of Wisconsin
corporations may be personally liable for certain employee compensation claims;
that personal liability may apply to F&M shares. See "Information about F&M
Common."
Method of Distribution
F&M will offer the shares of F&M Common in business combination
transactions. The terms under which the shares will be offered will vary from
transaction to transaction. In some circumstances, F&M will describe the terms
of the transaction in a supplement. In other circumstances no formal supplement
is required, and then you may receive further information about the transaction
by other means. See "Plan of Distribution."
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<PAGE> 5
RISK FACTORS
There are risks in investing in F&M Common Stock, just like there are
risks investing in any security. When you consider a possible transaction with
F&M, you should consider carefully the following particular issues which could
affect F&M. You should also consider carefully the other information in this
Prospectus and in any supplement, and information in the documents incorporated
by reference in this Prospectus.
Acquisitions are Important to F&M, and F&M has Risks if it Cannot Make
Acquisitions or Integrate Acquired Companies
F&M has grown significantly through acquisitions of other financial
institutions. F&M's strategy to continue to make acquisitions depends upon its
ability to continue to identify acquisition targets and to complete transactions
on terms which are acceptable to F&M. F&M's failure to do so may affect future
growth and performance.
F&M's success in the future also will depend upon its ability to
integrate the operations of acquired financial institutions into F&M and to
manage them over time. F&M has acquired 15 financial institutions or offices
within the past four years, including one acquisition in 1995, four in 1996, six
in 1997 and four in 1998. F&M's 1998 acquisitions included the acquisition of
BancSecurity Corporation, a three-bank bank holding company based in Iowa, on
July 1, 1998. That acquisition was F&M's biggest, both in assets acquired and
price paid. It also was F&M's first large acquisition outside of Wisconsin.
F&M's Markets to Customers and Acquisition Targets are Very Competitive
F&M's subsidiary bank actively compete with other financial
institutions and businesses. This competition includes both attracting and
retaining deposits and making loans. F&M's competitors include financial
institutions such as banks, savings banks, savings and loan associations and
credit unions. Some other competitors are insurance companies, securities
brokerage firms, trust companies and investment management firms. Competition
with other financial institutions and businesses, and the pricing levels of
their products and services, can affect the F&M Banks' ability to obtain and
retain customers.
F&M also competes with other companies in seeking institutions to
acquire. The midwest banking markets in which F&M operates have recently
experienced a significant consolidation. Many large holding companies with
greater resources than F&M are also actively pursuing acquisitions in this area.
This competition affects the available acquisition opportunities for F&M and can
affect the costs of these acquisitions.
F&M's Challenges in Addressing the Year 2000 and Changes in Technology
include its Dependence on Third Parties and its Relative Size
F&M must assure that its computer and other systems are "year 2000
compliant." "Year 2000 compliant" means being capable of operating, and
accurately recognizing dates and processing information, in and after the year
2000. As part of that effort, F&M is monitoring year 2000 compliance efforts by
its suppliers, because many of F&M's affected systems, such as data processing,
are contracted from third parties. Therefore, a significant part of F&M being
year 2000 compliant requires such compliance by the third parties, failure of
those parties to achieve compliance could materially affect F&M's operations.
F&M's Year 2000 efforts are ongoing. Whether F&M is successful in its
Year 2000 compliance will depend on future events and activities. F&M's belief
that it will be able to be Year 2000 compliant on a timely basis is based in
part on information received from third parties, such as the companies which
process data for
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<PAGE> 6
F&M. It is possible that F&M may identify or experience material operational
difficulties or incur material compliance expenditures in the future.
The banking industry is undergoing rapid technological changes.
Financial institutions frequently introduce new technology-driven products and
services. Even though F&M's stresses "traditional" personal service in its
community banking strategy, F&M's future success depends in part on its ability
to use new technology. Better technology can increase efficiency, and enable
financial institutions to reduce costs and better serve customers. If F&M cannot
successfully use new technology, it may not be able to meet the needs of its
customers or satisfy customer demands for convenience. Also, failure to use
technology well may have economic costs in F&M's operations. Many of F&M's
competitors have substantially greater resources to invest in technological
improvements than F&M has.
In 1999, F&M will be converting twelve of its subsidiary banks to a
new data processing system. Data processing conversions have an inherent
chance for complications.
F&M's Operations are Geographically Concentrated
F&M's business operations are concentrated in Wisconsin and neighboring
states. F&M is susceptible to economic factors specifically affecting this
region because of the concentration. The effect of local economic factors may be
more pronounced than if F&M had operations over a larger geographic area.
In recent years, the economic and business environment in the State of
Wisconsin and nearby states has been relatively strong and stable. The area's
unemployment rate has been low. However, F&M cannot assure that the region's
economic health will continue, that developments in some industry might not
affect F&M, or that diverse market areas will continue. Also, investors might
achieve a greater diversity by investment in an institution with a more
extensive geographical market area.
General Banking Industry Issues Also Affect F&M's Operations
The banking industry is highly regulated by both federal and state
regulatory authorities. Regulation includes 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. There is frequent
financial institution legislation which significantly affects the industry, and
it is likely that the industry may be the subject of further significant
legislation in the future. F&M cannot control future legislation or regulatory
developments. This regulation substantially affects the business and financial
results of all financial institutions and holding companies, including F&M and
the F&M Banks.
General economic conditions, particularly in F&M's service areas, also
affect F&M. The relationship between the cost of funds (primarily deposits) and
the yield on earning assets (loans and investments) also substantially affects
F&M's earnings. This relationship, known as the "interest rate margin," can
fluctuate. Regulatory, economic and competitive factors can also influence
interest rates, the volume of interest on interest-earning assets and
interest-bearing liabilities, and the level of non-performing assets, and
therefore affect F&M's results.
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<PAGE> 7
Cautionary Statement Regarding Forward-Looking Statements
The discussions in this Prospectus, and in the documents incorporated
in it by reference which are not historical statements contain forward-looking
statements that involve risks and uncertainties. "Statements which are not
historical statements" include those in the future tense or which use terms such
as "believe," "expect" and "anticipate". F&M's actual future results could
differ in important and material ways from those discussed. Many factors could
cause or contribute to such differences. These factors include:
- F&M's future lending and collection experience
- The effects of acquisitions, and F&M's ability to integrate
acquired operations
- Competition from other institutions
- Changes in the banking industry and regulation of the industry
- Needs for technological change, including "Year 2000 compliance"
- Other factors including those discussed or described:
- above in "Risk Factors",
- in F&M's Management's Discussion and Analysis, which is
incorporated by reference in this Prospectus.
- in other places in this Prospectus, in a supplemental
statement (if any), and in the reports and other documents
incorporated by reference in this Prospectus.
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<PAGE> 8
F&M MARKET INFORMATION AND DIVIDENDS
F&M common stock trades on The NASDAQ Stock Market under the symbol
"FMBK". F&M had approximately 3,600 shareholders of record at March 1, 1999. The
following table summarizes high and low prices and cash dividends paid for F&M
common stock for the periods shown. The high and low prices are actual trade
prices as reported on NASDAQ.
<TABLE>
<CAPTION>
CASH DIVIDENDS
CALENDAR PERIOD HIGH LOW PAID PER SHARE
- ------------------------------ ---- --- --------------
<S> <C> <C> <C> <C>
1997 1st quarter $26.45 $23.55 $.165
2nd quarter 36.59 23.96 .165
3rd quarter 35.91 30.91 .182
4th quarter 37.73 33.18 .182
1998 1st quarter 39.09 32.95 .20
2nd quarter 38.41 35.69 .20
3rd quarter 37.95 32.50 .22
4th quarter 33.25 28.25 .22
1999 1st quarter
(through March 24, 1999) 35.50 29.37 .24
</TABLE>
F&M has paid quarterly or annual cash dividends since it was formed.
The holders of F&M common stock 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 Federal Reserve Board and
other banking regulators, financial condition of F&M and F&M's subsidiary banks,
and other relevant factors. See Note 14 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
F&M's subsidiary banks to pay dividends.
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<PAGE> 9
F&M SUMMARY FINANCIAL DATA
The summary financial data presented below for F&M Bancorporation, Inc.
for each of the years in the five year period ended December 31, 1998, 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. Except for cash dividends per share, which
has not been restated to reflect the acquisitions accounted for using the
pooling of interests method of accounting, the data have been restated to
reflect F&M's acquisitions using the pooling of interests method of accounting,
except in the case of certain acquisitions for which prior results were not
restated because they were not material to F&M. See Note 3 of Notes to F&M's
Consolidated Financial Statements incorporated herein by reference.
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(unaudited; dollars in millions, except per share data)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income......................... $ 182.4 $ 162.8 $ 138.4 $ 125.4 $ 106.4
Interest expense......................... 87.2 79.8 66.7 60.2 45.3
Net interest income...................... 95.2 83.0 71.7 65.2 61.1
Provision for loan losses................ 2.4 5.2 3.6 2.8 2.3
Net income............................... 33.5 23.4 22.2 19.9 15.9
PERIOD END BALANCE SHEET DATA
Total assets............................. $2,429.7 $2,191.7 $1,867.5 $1,660.3 $1,533.0
Net loans................................ 1,656.9 1,511.5 1,272.2 1,079.1 1,003.8
Total deposits........................... 2,009.0 1,820.0 1,577.3 1,422.0 1,316.9
Short-term borrowings.................... 60.8 74.8 68.0 32.3 39.9
Other borrowings......................... 95.2 71.0 27.9 28.7 29.3
Total shareholders' equity............... 239.4 200.9 173.2 155.1 135.8
PER COMMON SHARE DATA
Net income per share:
Basic................................ $ 2.15 $ 1.59 $ 1.61 $ 1.47 $ 1.17
Diluted.............................. 2.15 1.58 1.61 1.47 1.17
Cash dividends........................... 0.84 0.69 0.55 0.45 0.36
</TABLE>
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<PAGE> 10
F&M BANCORPORATION, INC.
F&M Bancorporation, Inc. was formed in 1980 to acquire 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
multi-bank holding company with 85 banking offices. F&M had total assets of over
$2.4 billion at December 31, 1998.
At December 31, 1998, F&M's subsidiary banks ranged in size from $30.6
million to $329.4 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 and in Iowa and Minnesota. F&M
also owns a full service trust company. F&M provides the benefits of holding
company affiliation while allowing the F&M banks to operate with considerable
autonomy.
Pending Acquisition
Proposed Elkhorn Acquisition
On July 21, 1998, F&M entered into an agreement, as amended November
30, 1998, providing for the acquisition of CBE, Inc., a Wisconsin corporation
and its wholly-owned subsidiary, Community Bank of Elkhorn, a Wisconsin state
bank. CBE has one service office in Elkhorn, Wisconsin, and the acquisition of
CBE will enhance F&M's presence in south central Wisconsin. F&M will issue a
certain number of shares of F&M Common as consideration in the acquisition of
CBE. The number of shares of F&M Common to be issued to shareholders of CBE will
be determined pursuant to a exchange ratio set forth in the definitive
agreement. The total value of F&M Common issued is expected to be approximately
$21 million.
At December 31, 1998, CBE had total assets of $109.5 million, net loans
of $62.6 million, total deposits of $100.0 million and shareholders' equity of
$8.5 million. For the year ended December 31, 1998, CBE had net income of $1.1
million.
The acquisition of CBE is subject to regulatory approval and other
customary contingencies. Applications for federal and state regulatory approvals
have been filed. While there can be no assurances, the parties expect that the
CBE transaction will be consummated in the second quarter of 1999. F&M
management does not expect the CBE acquisition will have a material effect upon
F&M because of the relative size of CBE as compared to F&M, and the proposed
acquisition price as compared to F&M's total equity.
Further Information
Statements in this Prospectus modify and supersede any different,
inconsistent or less complete statements in any document incorporated by
reference in this Prospectus. You should not consider any modified or superseded
statement to be a part of this Prospectus, because F&M does not make it a part
of this Prospectus.
Further information regarding F&M, including financial statements and
Management's Discussion and Analysis, is incorporated by reference from
subsequent filings with the Commission. See "Other Information You Can Obtain."
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<PAGE> 11
OTHER INFORMATION YOU CAN OBTAIN
F&M is a public company, and must provide information to the public
under by the Securities Exchange Act of 1934. Therefore, F&M files reports,
proxy statements and other information with the Securities and Exchange
Commission. You may inspect and copy these materials at the Commission's public
reference facilities, which are located at:
- Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
- 7 World Trade Center, New York, New York 10048, and
- Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
You may also obtain copies of these documents material by writing to the
Commissions's Public Reference Section, Washington, D.C. 20549; in that case,
you will be charged for the copies at the rates which the Commission sets. You
may also obtain copies from the Commission's Web site (http://www.sec.gov).
Because F&M Common is traded on the NASDAQ Stock Market, you can inspect
material filed by F&M at the offices of National Association of Securities
Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006.
F&M has filed a Registration Statement on Form S-4 under the Securities
Act with the Commission which covers the shares of Common Stock described in
this Prospectus. The Registration Statement has information in addition to the
information in this Prospectus. You may obtain that additional information at
the addresses above. This Prospectus, and the documents which this Prospectus
incorporates by reference, describe certain contracts or other documents. These
descriptions are only summaries, and are not necessarily complete. If you wish
further information rather than this summary, you should review a copy of the
document if F&M has filed it as an exhibit to the Registration Statement. When
F&M has filed a document as an exhibit, a complete reading of the document will
you provide more information than a summary. F&M is not responsible if you fail
to read the full document.
This Prospectus "incorporates by reference" certain F&M documents. That
means that the contents of those documents are considered to be part of this
Prospectus even though they are not actually included with it. F&M will provide
you with a copy of any of those documents. F&M will provide you the documents
without charge if you are a person to whom F&M delivers this Prospectus, or if
you are a beneficial owner of securities which are held in street name. (F&M
will not necessarily provide exhibits unless those exhibits are specifically
incorporated by reference in the document.) You can obtain copies of the
documents by writing to F&M Bancorporation, Inc., One Bank Avenue, Kaukauna,
Wisconsin 54130, Attn: Corporate Secretary, or by calling F&M's corporate
secretary at 920/766-1717. That address is F&M's main corporate office.
This Prospectus incorporates by reference the following documents. Each
of them has been filed by F&M with the Commission as required by the Exchange
Act:
- F&M's Annual Report on Form 10-K for the year ended December
31, 1998;
- F&M's Current Report on Form 8-K dated July 1, 1998; and
- The description of F&M Common included in Item 11 to F&M's
Registration Statement on Form 10, as it was later amended.
This Prospectus also incorporates all reports and definitive proxy or
information statements filed by F&M under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after this Prospectus's date. They will be incorporated by
reference into this Prospectus from the date on which F&M files such documents.
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<PAGE> 12
INFORMATION ABOUT F&M COMMON
F&M's Restated Articles of Incorporation of F&M, as amended, provide
that F&M has authority to issue 50,000,000 shares of Common Stock, $1.00 par
value. 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
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 14 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
Under Section 180.1150(2) of the WBCL, the voting power of shares of a
"resident domestic corporation," such as F&M (as long as it continues to meet
the statutory definition), which are held by any person (including two or more
persons acting in concert) in excess of 20% of the voting power in the election
of directors shall be limited (in voting on any matter) to 10% of the full
voting power of such excess shares, unless full voting rights have been restored
at a special meeting of the shareholders called for that purpose. Shares held or
acquired under certain conditions are excluded from the application of Section
180.1150(2), including (among others) shares acquired directly from F&M, shares
acquired before April 22, 1986, and shares acquired in a merger of share
exchange to which F&M is a party.
Sections 180.1130 to 180.1134 of the WBCL provide generally that, in
addition to the vote otherwise required by law or the articles of incorporation
of a "resident domestic corporation," such as F&M (as long as it continues to
meet the statutory definition), certain business combinations not meeting
certain fair price standards specified in the statute must be approved by the
affirmative vote of at least (a) 80% of the votes entitled to be cast by the
outstanding voting shares of the corporation and (b) two-thirds of the votes
entitled to be cast by the holders of voting shares other than voting shares
beneficially owned by a "significant shareholder" or an affiliate or associate
thereof who is a party to the transaction. The term "business combination" is
defined to include, subject to certain exceptions, a merger or share exchange of
the resident domestic corporation (or any subsidiary thereof) with, or the sale
or other disposition of all or substantially all of the property and assets of
the resident domestic 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 resident domestic corporation. The statute also restricts
the repurchase of shares and the sale of corporate assets by a resident domestic
corporation in response to a take-over offer.
Section 180.1140 to 180.1144 of the WBCL prohibit certain "business
combinations" between a "resident domestic corporation," such as F&M (as long as
it continues to meet the statutory definition), and a person beneficially owning
10% or more of the voting power of the outstanding voting stock of such
corporation (an "interested stockholder") within three years after the date such
person became a 10% beneficial owner, unless the business combination or the
acquisition of such stock has been approved before the stock acquisition date by
the corporation's board of directors. Business combinations after the three-year
period following the stock acquisition date are permitted only if (i) the board
of directors approved the acquisition of the stock prior to the acquisition
date, (ii) the business combination is approved by a majority of the outstanding
voting stock not beneficially owned by the interested
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<PAGE> 13
stockholder, or (iii) the consideration to be received by shareholders meets
certain fair price requirements of the statute with respect to form and amount.
Under the WBCL, as amended in 1997, a "resident domestic corporation"
is defined to mean a Wisconsin corporation that has a class of voting stock that
is registered or traded on a national securities exchange or that is registered
under Section 12(g) of the Exchange Act and that, as of the relevant date,
satisfies any of the following: (i) its principal offices are located in
Wisconsin; (ii) it has significant business operations located in Wisconsin;
(iii) more than 10% of the holders of record of its shares are residents of
Wisconsin; or (iv) more than 10% or its shares are held of record by residents
of Wisconsin. F&M is a "resident domestic corporation" for purposes of the above
described provisions. A Wisconsin corporation that is otherwise subject to
certain of such statutes may preclude their applicability by an election to that
effect in its articles of incorporation. F&M's Articles do not contain any such
election.
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 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 1,638,684
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.
Under some circumstances, securities laws may not require F&M to
provide additional information beyond this Prospectus. For example, if
securities laws would require F&M to register its shares under the Securities
Act except for the possibility of that the transaction may be "integrated," or
considered "combined", with other transactions, F&M does not need, or intend, to
provide a supplement. However, if an acquisition transaction must be registered
even without integration, then F&M will provide you with this Prospectus and
either:
- give you a Supplement, which will have specific information
about your transaction, which F&M will file as part of a
registration statement; or
- supplement this Prospectus by the incorporation by reference
of information contained in an F&M report on Form 8-K filed
with the Commission.
Of the shares being offered hereby, it is expected that between 518,517
and 630,628 shares will be issued in connection with F&M's pending acquisition
of CBE. 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
Acquisition."
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.
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<PAGE> 14
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.
LEGAL OPINIONS
Quarles & Brady LLP, Milwaukee, Wisconsin, special counsel for F&M, and
McCarty, Curry, Wydeven, Peeters & Haak, LLP, 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.
At February 28, 1999, two Quarles & Brady LLP attorneys providing services with
respect to the Registration Statement owned an aggregate of 9,495 shares of F&M
Common. At that date, six McCarty, Curry, Wydeven, Peeters & Haak, LLP attorneys
providing services with respect to the Registration Statement owned an aggregate
of 11,860 shares of F&M Common.
EXPERTS
The consolidated financial statements of F&M as of December 31, 1998
and 1997, and for the years ended December 31, 1998, 1997 and 1996, have been
audited by Wipfli Ullrich Bertelson LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
The consolidated financial statements of BancSecurity as of December
31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995,
which are incorporated by reference from F&M's current report on Form 8-K dated
July 1, 1998 have been audited by McGladrey Pullen, LLP, independent certified
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference 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 1999 annual meeting is held as scheduled, the date for timely
submission was December 20, 1998; if the meeting is materially delayed,
shareholders will be informed of a new date for submission.
F&M has a bylaw providing for notice by shareholders intending to
propose a nominee for director, or a matter for consideration at a shareholder
meeting, in advance of a meeting. Notice, together with specified information,
must be given not less than 90 days, nor more than 150 days, prior to the
scheduled date of an annual meeting. (The 1999 annual meeting of shareholders is
scheduled for April 27, 1999.) Similar notice must be given within ten days of
the announcement of a special meeting. Any proposal not made in accordance with
these provisions will not be considered at a meeting.
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<PAGE> 15
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 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.
II-1
<PAGE> 16
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;
(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, 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.
(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.
(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
II-2
<PAGE> 17
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> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF KAUKAUNA, STATE OF WISCONSIN, ON MARCH 23, 1999.
F&M BANCORPORATION, INC.
By: /s/ John W. Johnson
-------------------------------
John W. Johnson, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.*
SIGNATURE AND TITLE
/s/ Gail E. Janssen ** Paul J. Hernke
- -------------------------------------------- --------------------------------
Gail E. Janssen, Chairman of the Board Paul J. Hernke, Director
/s/ John W. Johnson ** Douglas A. Martin
- -------------------------------------------- ---------------------------------
John W. Johnson, President, Chief Executive Douglas A. Martin, Director
Officer and Director
/s/ Daniel E. Voet ** Robert C. Safford
- --------------------------------------------- ---------------------------------
Daniel E. Voet, Chief Financial Officer Robert C. Safford, Director
and Treasurer (also, Principal Accounting
Officer)
** Otto L. Cox ** Glenn L. Schilling
- --------------------------------------------- ---------------------------------
Otto L. Cox, Director Glenn L. Schilling, Director
** Joseph F. Walsh
- --------------------------------------------- ---------------------------------
Ronald E. Fenton, Director Joseph F. Walsh, Director
* Each signature is affixed as of March 23, 1999
** By /s/ Daniel E. Voet
----------------------------------------
Daniel E. Voet, Attorney-in-Fact
<PAGE> 19
F&M BANCORPORATION, INC.
(THE "REGISTRANT")
EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT ON FORM S-4
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Previously Filed
Number Description By Reference Filed Herewith
- ------- ----------- ------------------- ---------- --------
<S> <C> <C> <C> <C>
2.1(a) Agreement of Merger and Exhibit 2.1 to
Reorganization dated as of F&M's Report on
July 21, 1998, by and Form 10-Q for the
among the Registrant, F&M quarter ended
Merger Corporation and June 30, 1998
CBE, Inc. ("Agreement") ("6/30/98 10-Q")
2.1(b) Amendment No. 1 to F&M's Report on
Agreement dated as of Form 10-K for
November 30, 1998 the year ended
December 31, 1998
("1998 10-K")
3(i) Restated Articles of Exhibit 3(i) to
Incorporation, as 6/30/98 10-Q
amended through
July 22, 1998
(composite copy)
3(ii) Bylaws of Registrant as Exhibit 3(ii)
amended through March 1, to 1998 10-K
1999
Opinion of Quarles & Brady X
5.1 LLP regarding legality of
securities being registered
23.1 Consent of Wipfli Ullrich X
Bertelson LLP
23.2 Consent of Quarles & Brady X
LLP (included in
Exhibit 5.1)
23.3 Consent of McGladrey & X
Pullen
24 Power of Attorney X
(contained on 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-1
<PAGE> 1
[WIPFLI ULLRICH BERTELSON LLP LETTERHEAD]
EXHIBIT 23.1
Independent Accountants' Consent
We consent to incorporation by reference in this Registration Statement
on Form S-4 of F&M Bancorporation, Inc. of our report dated February 4, 1999,
relating to the consolidated balance sheets of F&M Bancorporation, Inc. and
Subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1998 and the references
to our firm under the heading "Experts/Auditors" in the Prospectus.
/s/ WIPFLI ULLRICH BERTELSON LLP
WIPFLI ULLRICH BERTELSON LLP
Certified Public Accountants
Appleton, Wisconsin
March 22, 1999
<PAGE> 1
[MCGLADREY & PULLEN, LLP LETTERHEAD]
EXHIBIT 23.3
Independent Accountants' Consent
We consent to incorporation by reference in the Registration Statement on Form
S-4 (No. 333- 26373), the Registration Statement on Form S-3 (No. 33-45385), and
the Registration Statements on Form S-8 (Nos. 33-81178, 33-81180, 33-81182 and
333-01937) of F&M Bancorporation, Inc. ("F&M") of our report dated January 28,
1998, relating to the consolidated balance sheets of BancSecurity Corporation
and Subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, statements of comprehensive income, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report is included in F&M's Registration
Statement on Form S-4 dated on or about March 25, 1999, and to references to our
firm as experts in those Registration Statements.
/s/ MCGLADREY & PULLEN, LLP
MCGLADREY & PULLEN, LLP
Certified Public Accountants
Des Moines, Iowa
March 15, 1999
