SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
F & M BANK CORP.
(Name of Registrant as Specified In Its Charter)
JOHN M. OAKEY, III, ESQ.
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
................................................................
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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F & M BANK CORP.
Timberville, Virginia
Notice of Annual Meeting of Shareholders To
the Shareholders of F & M Bank Corp.
The annual meeting of shareholders of F & M Bank Corp. (the Company)
will be held on Saturday, April 13, 1996, at 5:30 P.M. at McGaheysville Fire
Department Activity Building, McGaheysville, Virginia, for the following
purposes:
1. Election of two directors to be elected for three-year terms expiring in
1999.
2. Ratification of the appointment of S.B. Hoover & Company as independent
auditors for 1996.
3. Transaction of such other business as may properly come before the
meeting. Management is not aware of any other business, other than procedural
matters incident to the conduct of the Annual Meeting.
Only shareholders of record at the close of business on March 5, 1996
are entitled to notice of and to vote at the annual meeting or any adjournments
thereof.
To assure that your shares are represented at the annual meeting,
please complete, date and sign the enclosed proxy, and return it as soon as
possible in the enclosed postage prepaid envelope. You may revoke your proxy at
any time prior to its exercise.
By Order of the Board of Directors
/s/ L. A. Caplinger
Larry A. Caplinger, Secretary
March 19, 1996
F & M BANK CORP.
P.O. Box F
Timberville, Virginia 22853
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the annual meeting of shareholders of F & M Bank Corp.
(the Company) to be held Saturday, April 13, 1996 at 5:30 P.M. at the
McGaheysville Fire Department Activity Building, McGaheysville, Virginia, and at
any adjournments thereof (Annual Meeting). The principal executive offices of
the Company are located on Main Street, Timberville, Virginia 22853. The
approximate mailing date of the Proxy Statement and the accompanying proxy is
March 19, 1996.
The accompanying proxy is solicited by the Board of Directors of the Company
(the Board). The cost of the solicitation of proxies will be borne by the
Company. Solicitations will be made only by the use of the mail, except, that,
if necessary, officers, directors and regular employees of the Company, or its
affiliates, may make solicitations of proxies by telephone, telegraph or by
personal calls. Brokerage houses and nominees may be requested to forward the
proxy solicitation material to the beneficial owners of the stock held of record
by such persons, and the Company may reimburse them for their charges and
expenses in this regard.
All properly executed proxies delivered pursuant to this solicitation will be
voted at the Annual Meeting in accordance with any instructions thereon. Any
person signing and mailing the enclosed proxy may, nevertheless, revoke the
proxy at any time prior to the actual voting thereof by (i) filing written
notice thereof with the Secretary of the Company (Larry A. Caplinger, Secretary,
F & M Bank Corp., P.O. Box F, Timberville, Virginia 22853); (ii) submitting a
duly executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting or any adjournment thereof and giving the Secretary notice of his or her
intention to vote in person.
An Annual Report to shareholders, including current financial statements, is
being mailed to the Company's shareholders concurrently with this Proxy
Statement, but is not part of the proxy solicitation materials.
Interested shareholders may obtain, without charge,a copy of the
Company's Form 10-K for the fiscal year ended December 31, 1995, as filed with
the Securities and Exchange Commission, upon written request to Larry A.
Caplinger, Secretary, F & M Bank Corp., P.O. Box F, Timberville, Virginia 22853.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on March 5, 1996
will be entitled to vote at the Annual Meeting. As of March 5, the Company had
outstanding 814,288 shares of its common stock, $5 par value (Common Stock),
each of which is entitled to one vote at the Annual Meeting. A majority of votes
entitled to be cast on matters considered at the Annual Meeting constitutes a
quorum. If a share is represented for any purpose at the Annual Meeting, it is
deemed to be present for purposes of establishing a quorum. Abstentions and
shares held of record by a broker or its nominees (Broker Shares) which are
voted on any matter are included in determining the number of votes present or
represented at the Annual Meeting. Conversely, Broker Shares that are not voted
on any matter will not be included in determining whether a quorum is present.
If a quorum is established, directors will be elected by a plurality of the
votes cast by shareholders at the Annual
Meeting. Votes that are withheld and Broker Shares that are not voted in
the election of directors will not be included in determining the number of
votes cast.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number and percentage of shares of
common stock beneficially owned, as of March 5, 1996 by each of the Company's
directors and nominees and all of the Company's directors and executive officers
as a group. For the purposes of this table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3 under the Securities
and Exchange Act of 1934, as amended, under which, in general, a person is
deemed to be a beneficial owner of a security if he has or shares the power to
vote or direct the voting of the security or the power to dispose of or direct
the disposition of the security, or if he has the right to acquire beneficial
ownership of the security within 60 days.
Amount Beneficially Percent of
Name of Owner Owned Class
- --------------------------------------------------------------------------------
Thomas L. Cline 1,875(1) .230%
Julian D. Fisher 6,910(2) .849%
Robert L. Halterman 9,616 1.181%
Lawrence H. Hoover, Jr. 11,005(3) 1.351%
Wayne L. Long 5,080(4) .624%
Richard S. Myers 3,740(5) .459%
Michael W. Pugh 200 .025%
Dan B. Todd 11,782(6) 1.447%
Ronald E. Wampler 2,500 .307%
Directors and executive officers
as a group (9 persons) 52,708 6.473%
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<FN>
(1) Includes 1,241 shares owned directly, 578 shares owned jointly with
another member of his household and 56 shares owned by another
member of his household.
(2) Includes 3,132 shares owned directly, 2,730 shares owned by
another member of his household and 1,048 shares which are vested in
the Company's stock bonus plan.
(3) Includes 10,280 shares owned directly and 725 shares owned by members
of his household.
(4) Includes 1,284 shares owned directly and 3,796 shares owned by a
member of his household.
(5) Includes 1,600 shares owned directly and 2,140 shares held in
Mr. Myers' IRA Account.
(6) Includes 1,660 shares owned directly, 8,554 shares owned by a member
of his household and 1,568 shares which are vested in the Company's
stock bonus plan.
</FN>
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Management of the Company knows of no person who has beneficial
ownership of 5% or more of the Company's outstanding common stock as of March 5,
1996.
PROPOSAL ONE ELECTION OF DIRECTORS
The term of office for the current Class C directors expires at the
Annual Meeting. The Board of Directors has nominated such directors, namely
Julian D. Fisher and Dan B. Todd for reelection, for a three-year term, by the
shareholders at the Annual Meeting. The persons named as proxies in the
accompanying form of proxy, unless instructed otherwise, intend to vote for the
election of each of these nominees for directors. If any nominee should become
unavailable to serve, the proxy may be voted for the election of a substitute
nominee designated by the Board. The Board has no reason to believe any of the
nominees will be unable to serve if elected.
The Board recommends election of the Class C
director nominees set forth in this statement.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following information, including the principal occupation during
the past five years, is given with respect to the nominees, all of whom are
current directors, for election to the Board at the Annual Meeting, as well as
all directors continuing in office.
- ---------------------------------------------------------------------------------------------
Name and Position Director Principal Occupation During
With the Company Age Since the Last Five Years
- ---------------------------------------------------------------------------------------------
Director Nominees
-----------------
CLASS C DIRECTORS
(to serve until the 1999 annual meeting of shareholders)
Julian D. Fisher 55 1990 President of Farmers & Merchants Bank
President since Oct. 1991; Exec. VP of the Bank
from May 1990 to Oct. 1991
Dan B. Todd 64 1969 CEO of Farmers & Merchants Bank
since 1969; Chairman of the Board of
the Bank since Oct. 1991; Pres. of the
Company and the Bank and its
predecessor from 1969 to Oct. 1991
Directors Continuing in Office
------------------------------
CLASS A DIRECTORS
(to serve until the 1997 annual meeting of shareholders)
Lawrence H. Hoover, Jr. 61 1981 Attorney, Partner in Hoover, Penrod
Vice Chairman of the Davenport & Crist and its predecessor
Board since 1971
Richard S. Myers 48 1988 President of Dick Myers Chevrolet-GEO
since February 1991
Ronald E. Wampler 48 1991 Farmer & partner in Dove Farms, Inc.
and its affiliates
CLASS B DIRECTORS
(to serve until the 1998 annual meeting of shareholders)
Thomas L. Cline 49 1991 Secretary/Treasurer of Truck &
Equipment Corp. and related companies
since 1974
Robert L. Halterman 60 1980 President of Virginia Mustang Supply,
Inc., an auto parts company
Wayne L. Long 66 1985 Real Estate and retired farmer
Michael W. Pugh 41 1994 President of Old Dominion Realty, Inc.
Partner in Tri-City Development,
President of Colonial Appraisal Service
Compensation of Directors
All directors of the Company who are also Directors of the Bank each
received $150 for attending each Bank Board meeting in 1995. They receive no
additional compensation as Directors for Board meetings of F&M Bank Corp. In
addition, each Director received a bonus of $4,000 for the year ended 1995.
Board Meetings and Committees
The Board of F&M Bank Corp. met 14 times during 1995. All incumbent
members of the Board attended at least 75% of the total number of meetings of
the Board. The Board of Farmers & Merchants Bank meets twice each month and
primarily manages all matters for the Bank. All directors of F&M Bank Corp. are
also directors of Farmers & Merchants Bank.
For the year 1995, the Company did not have a standing audit,
nominating or compensation committee.
SUMMARY COMPENSATION
The Summary Compensation Table below sets forth the compensation of the
Company's Chief Executive Officer for all services rendered to the Company and
its subsidiary, Farmers & Merchants Bank, for the last three fiscal years.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation(1) Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)(2)
- ------------------------------------------------------------------------------------------------------
Dan B. Todd 1995 $95,000 $45,000 $31,585
Chief Executive Officer 1994 92,500 40,000 31,195
& Chairman of Board 1993 90,000 35,000 30,833
<FN>
(1) The value of perquisites and other personal benefits did not exceed
the lessor of $50,000 or 10% of the total of annual salary and bonus.
(2) The amounts presented include the Company's contribution for the
benefit of Mr. Todd under the Company's Stock Bonus Plan ($13,877,
$13,318 and $12,791 in 1995, 1994 and 1993, respectively) and
the gross value of life insurance premiums paid by the Company on
behalf of Mr. Todd ($17,708, $17,877 and $18,042 in 1995, 1994 and
1993 respectively). Pursuant to a split-dollar insurance agreement
between the Company and Mr. Todd, the Company will be repaid such
premium payments from the proceeds of the insurance policies. Thus,
the gross premium payment amounts shown overstate the actual economic
benefit to Mr. Todd.
</FN>
Indebtedness and Other Transactions
The Company's directors and officers and other corporations, business
organizations, and persons with whom some of the Company's directors and
officers are associated, had loan transactions at 12/31/95 with the Company's
banks totaling approximately $1,199,106, or about 7.45% of average shareholders'
equity for the year. All such transactions were made in the ordinary course or
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time in comparable transactions with
others and did not involve more than the normal risk of collectibility or
present other unfavorable features.
Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own more than
10% of the common stock of the Company, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock.
Officers and directors are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on review of the
copies of such reports furnished to the Company or written representation that
no other reports were required, the Company believes that, during 1995, all
filing requirements applicable to its officers and directors were complied with
except that Richard S. Myers, Director, inadvertently failed to file reports
between 1988 and 1995 covering 400 shares of common stock of the Company that
were acquired for his IRA accounts. A corrective filing has been made.
PROPOSAL TWO APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
S. B. Hoover & Company of Harrisonburg, Virginia, was the auditor for the
Company for 1995 and is being recommended to the Company's shareholders for
appointment as auditors for 1996. A representative of S. B. Hoover & Company is
expected to attend the Annual Meeting with the opportunity to make a statement
and/or respond to appropriate questions from shareholders.
The Board recommends a vote for Proposal Two.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1997 Annual
Meeting must be received by the Secretary of the Company, at its principal
executive offices, P.O. Box F, Timberville, Virginia 22853 for inclusion in its
proxy statement relating to that meeting by November 14, 1996.
By Order of the Board of Directors
/s/ L. A. Caplinger
Larry A. Caplinger, Secretary
March 19, 1996
PROXY
F & M BANK CORP.
Annual Meeting of Shareholders, April 13, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas L. Cline, Robert L. Halterman
and Wayne L. Long, any or all of whom may act, with full power of substitution,
as proxies to vote, as designated below, at the Annual Meeting of Shareholders
to be held April 13, 1996 at 5:30 P.M. and at any adjournment thereof, the
shares of F & M Bank Corp. common stock held of record by the undersigned as of
March 5, 1996.
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF
NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED IN FAVOR OF THE PROPOSALS
SET FORTH ON THIS PROXY.
PROPOSAL ONE ELECTION OF DIRECTORS
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote or
(except as marked to the contrary below) for all nominees listed below
Julian Fisher and Dan B. Todd for three-year terms to expire in 1999.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPOSAL TWO APPOINTMENT OF S.B. HOOVER & COMPANY
AS INDEPENDENT PUBLIC ACCOUNTANTS
[_] FOR [_] AGAINST [_] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Please complete, date and sign the proxy and return it as soon as
possible in the enclosed postage prepaid envelope. The proxy must be signed
exactly as the name or names appear on the label attached to this proxy with the
exception of any stock listed in the name of the owner TOD to another
individual. If signing as a trustee, executor, etc., please so indicate.
Date Signed:_________________
_____________________________
_____________________________
Signature(s)