UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
AUGUST 23, 2000
F & M NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-05929
(COMMISSION FILE NUMBER)
54-0857462
(IRS EMPLOYER NUMBER)
9 COURT SQUARE, WINCHESTER, VIRGINIA 22601
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
540-665-4200
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
FORM 8-K
F & M National Corporation
Winchester, Virginia
ITEM 5. OTHER EVENTS.
F&M National Corporation and Community Bankshares of Maryland,
Bowie, Maryland, today announced the signing of a definitive
agreement for the affiliation of Community with F&M. Through its
4 banking offices, Community provides a broad array of financial
services to individuals and small to medium sized businesses. At
June 30, 2000, Community reported total assets of approximately
$79.0 million and total stockholders equity of approximately $9.0
million.
Under the terms of the agreement, F&M will exchange 0.75 shares
of its common stock for each share of Community stock. The
transaction has an indicated value of approximately $13.1
million, or $18.05 per Community share, based on F&M's closing
price on August 22, 2000, of $24.06. The transaction is
calculated at 1.40 times the estimated book value for 2000. The
offer is 17.3 times 2000 estimated earnings. It is anticipated
the deal will be accretive to F&M book value and, with an
approximate 20% savings in Community's operating expenses, will
be accretive to earnings in 2001.
"We are extremely pleased to have such a quality institution join
the F&M family of community banks and expand our franchise in
Maryland," said Alfred B. Whitt, F&M's President and Chief
Executive Officer, in announcing the transaction. "The
affiliation is a positive one for both our organizations, as well
as our respective shareholders and customers."
William V. Meyers, Chairman of Community, added, "We will have a
larger partner and be able to expand the products and services
available to our customers including, among others, Internet
banking, insurance, and trust services. The transaction will
enhance our already strong bank. F&M has a long history of
permitting its banking affiliates to operate in the best
interests of the communities they serve, while offering to these
communities the advantages that are derived from a much larger
banking organization. F&M is a people-oriented organization that
enjoys an excellent reputation with their customers, employees
and the communities it serves."
The transaction, expected to be completed no later than the first
quarter of 2001, has been approved by each company's Board of
Directors and requires the approval of various regulatory
agencies and the shareholders of Community and satisfaction of
other standard conditions. The transaction is intended to
qualify as a tax-free exchange and be accounted for as a pooling
of interests. Community Bank of Maryland, the banking
subsidiary, will merge with F&M Bank-Allegiance to provide
financial services throughout its Maryland markets, and will
provide 11 locations in Bowie, Annapolis, Upper Marlboro,
Bethesda, Beltsville, Gaithersburg, Landover, Rockville, Silver
Springs, and Wheaton.
F&M National Corporation is a multi-bank holding company
headquartered in Winchester, Virginia, with assets in excess of
$3.28 billion at June 30, 2000, and 128 banking offices. An
acquisition of $310 million in deposits and 15 locations was
announced on May 4 and is scheduled to close on August 25, 2000.
On July 6, F&M and Atlantic Financial Corp, Newport News,
Virginia, with total assets of approximately $385 million,
announced the signing of a definitive agreement for the
affiliation of Atlantic with F&M. F&M currently operates ten
banking affiliates: eight in Virginia which are F&M Bank-
Winchester, Winchester; F&M Bank-Massanutten, Harrisonburg; F&M
Bank-Richmond, Richmond; F&M Bank-Central Virginia,
Charlottesville; F&M Bank-Emporia, Emporia; F&M Bank-Peoples,
Warrenton; F&M Bank-Northern Virginia, Fairfax; and F&M Bank-
Highlands, Covington; and in West Virginia, F&M Bank-West
Virginia, Ranson; and in Maryland, F&M Bank-Allegiance, Bethesda.
F&M offers insurance and financial services through its
subsidiaries, F&M-Shomo & Lineweaver and F&M-J.V. Arthur. F&M
also operates F&M Trust Company. F&M's common stock is listed on
the New York Stock Exchange under the symbol FMN.
Forward-Looking Statements:
This press release contains certain forward-looking statements
about the proposed affiliation of F&M and Community. These
statements include statements regarding the anticipated closing
date of the transaction, anticipated cost savings, and
anticipated future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. Certain factors that could cause
actual results to differ materially from expected include, but
are not limited to, delays in completing the merger, difficulties
in achieving cost savings from the merger or in achieving such
cost savings within the expected time frame, difficulties in
integrating F&M and Community, increased competitive pressures,
changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that
adversely affect the business in which F&M and Community are
engaged, and changes in the securities markets. For more
information on factors that could affect expectations, see F&M's
Annual Report on Form 10-K for the year ended December 31, 1999.
Shareholders of F&M and Community and other investors are urged
to read the proxy statement/prospectus that will be included in
the Registration Statement on Form S-4 to be filed by F&M with
the U. S. Securities and Exchange Commission in connection with
the proposed transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. None
Pursuant to the filing requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
F & M NATIONAL CORPORATION
/s/
By: Alfred B. Whitt, President/CEO/CFO/Vice Chairman
DATE: August 28, 2000