SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1993
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 29, 1996
------------------------
F&M NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-5929 54-0857462
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
------------------------
38 ROUSS AVENUE
WINCHESTER, VIRGINIA 22601
(Address of principal executive offices, including zip code)
------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (540) 665-4200
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 29, 1996, F&M National Corporation, a Virginia corporation
("F&M"), acquired FB&T Financial Corporation, Fairfax, Virginia ("FB&T"),
through the statutory merger of FB&T with and into F&M (the "Merger"). The
Merger was accounted for as a pooling of interests business combination. F&M
issued 2,518,087 shares of common stock for all the outstanding common shares of
FB&T. The exchange ratio was 1.983 shares of F&M common stock for each share of
FB&T common stock outstanding on March 29, 1996. F&M reserved an additional
172,723 shares of common stock for issuance in connection with the exercise of
employee stock options assumed by F&M in the Merger. Upon consummation of the
Merger on March 29, 1996, F&M had outstanding a total of 19,095,859 shares of
common stock.
FB&T was the holding company for Fairfax Bank & Trust Company, a
Virginia chartered banking corporation with eleven banking offices in the
Fairfax and Prince William County area of Northern Virginia. Fairfax Bank &
Trust will continue to carry on its banking business in substantially the same
manner as before the Merger.
For additional information concerning the Merger, reference is made to
the Registration Statement on Form S-4 (No. 333-363) filed by F&M and declared
effective on March 1, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired
The consolidated financial statements of FB&T are included in Exhibit
99.1 of this filing and include the consolidated balance sheets of FB&T and
Subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three year period ended December 31, 1995, and the report of
Thompson, Greenspon & Co., independent auditors, dated January 26, 1996 thereon.
(b) Pro Forma Financial Information
Pro forma condensed financial information regarding the Merger is
included in Exhibit 99.2 of this filing.
(c) Exhibits
Exhibit 99.1: Consolidated financial statements of FB&T as of
December 31, 1995 and for the period then ended.
Exhibit 99.2: Pro forma condensed financial information regarding
the Merger.
SIGNATURES
Pursuant to the 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
Date: April 11, 1996 By: /s/ ALFRED B. WHITT
Alfred B. Whitt
Senior Vice President and Secretary