SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
.................................................................
(2) Aggregate number of securities to which transaction applies:
.................................................................
(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:
.................................................................
(5) Total fee paid:
.................................................................
[ ] 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.:
.................................................................
(3) Filing Party:
.................................................................
(4) Date Filed:
.................................................................
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 10, 1999, at 11:00 A.M. at Broadway High School,
Broadway, Virginia, for the following purposes:
1. Election of two directors for three-year terms expiring in 2002.
2. Ratification of the appointment of S. B. Hoover & Company, L.L.P.
as independent auditors for 1999.
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 2, 1999
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
Larry A. Caplinger, Secretary
March 16, 1999
F & M BANK CORP.
P. O. Box 1111
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 10, 1999 at 11:00 A.M. at Broadway High
School, Broadway, Virginia, and at any adjournments thereof (the Annual
Meeting). The principal executive offices of the Company are located on Main
Street, Timberville, Virginia 22853. The approximate mailing date of this Proxy
Statement and the accompanying proxy is March 16, 1999.
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 1111, 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-KSB for the fiscal year ended December 31, 1998, as filed with
the Securities and Exchange Commission, upon written request to Larry A.
Caplinger, Secretary, F & M Bank Corp., P. O. Box 1111, Timberville, Virginia
22853.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on March 2, 1999
will be entitled to vote at the Annual Meeting. As of March 2, 1999, the Company
had outstanding 2,454,143 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 2, 1999, 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
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.
1
Amount Beneficially Percent of
Name of Owner Owned Class
- ---------------------------------------------------------------------------------------------
Thomas L. Cline 6,951 1 .283%
Julian D. Fisher 89,320 2 3.640%
Robert L. Halterman 28,848 1.175%
Lawrence H. Hoover, Jr. 55,095 3 2.245%
Wayne L. Long 21,084 4 .859%
Richard S. Myers 12,670 5 .516%
Michael W. Pugh 600 .024%
Dan B. Todd 35,526 6 1.448%
Ronald E. Wampler 7,500 .306%
Directors and executive officers
as a group (9 persons) 257,594 10.496%
- --------------------------
1 Includes 3,723 shares owned directly, 3,060 shares owned jointly with
another member of his household and 168 shares owned by another member
of his household.
2 Includes 9,427 shares owned directly, 8,190 shares owned by another
member of his household and 71,703 shares owned by the Company's stock
bonus plan over which Mr. Fisher has voting power.
3 Includes 37,119 shares owned directly, 138 shares owned by another
member of his household and 17,838 shares owned by a Unitrust in which
he is one of the trustees.
4 Includes 8,976 shares owned directly and 12,108 shares owned by
another member of his household.
5 Includes 4,800 shares owned directly and 7,870 shares held in Mr.
Myers' IRA Account.
6 Includes 3,840 shares owned directly, 25,662 shares owned by another
member of his household and 6,024 shares held in Mr. Todd's IRA
Account.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Management of the Company knows of no person who has beneficial
ownership of 5% or more of the outstanding Common Stock as of March 2, 1999.
2
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 that 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 Proxy 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, Age and Position Director Principal Occupation During
with the Company Since the Last Five Years
- --------------------------------------------------------------------------------------------------------------------------------
Director Nominees
CLASS C DIRECTORS
(to serve until the 2002 annual meeting of shareholders)
Julian D. Fisher(58) 1990 CEO of Farmers & Merchants Bank (the Bank) since
President & CEO May 1996; President of the Bank since Oct. 1991
Dan B. Todd(67) 1969 CEO of the Bank from 1969 to May 1996: Chairman of
Chairman of the Board the Board of the Bank since October 1991
Directors Continuing in Office
CLASS A DIRECTORS
(to serve until the 2000 annual meeting of shareholders)
Lawrence H. Hoover, Jr.(64) 1981 Attorney, Partner in Hoover, Penrod, Davenport &
Vice Chairman of the Board Crist and its predecessor since 1971
Richard S. Myers(51) 1988 President of Dick Myers Chevrolet-GEO since February,
1991, Owner, TrAndy Apartments, L.L.C. and TrAndy Real
Estate Holdings, L.L.C.
Ronald E. Wampler(51) 1991 Farmer & partner in Dove Ohio Farms, LLC. and WWTD
Ohio Farms, LLC
3
CLASS B DIRECTORS
(to serve until the 2001 annual meeting of shareholders)
Thomas L. Cline(52) 1991 President of Truck & Equipment Corp. & Mac Lease, Inc.
since May 1997, Secretary of North and South Lines, Inc.
since May 1997, Secretary of Truck Thermo King, Inc.
and Transport Repairs, Inc. since 1974
Robert L. Halterman(63) 1980 President of Virginia Classic Mustang, Inc., an auto parts
company, Partner, H & H Properties
Wayne L. Long(69) 1985 Real estate and retired farmer
Michael W. Pugh(44) 1994 President of Old Dominion Realty, Inc., Partner in Tri-City
Development Co., President of Colonial Appraisal Service,
Inc. and Treasurer of Old Mill Enterprises, Inc.
Board Meetings and Committees
The Board of the Company met 17 times during 1998. Each member of the
Board attended at least 75% of the total number of meetings of the Board and
meetings of committees on which he served. The Board of the Bank meets twice
each month and primarily manages all matters for the Bank. All the directors of
the Company are also directors of the Bank.
The Company has an Audit Committee which reviews the audit and
examination reports of the internal auditor, independent public accountants and
bank examiners as they relate to the Company and the Bank. The Audit Committee
held three meetings during 1998. The present committee members are Directors
Cline, Halterman, Long and Myers. For the year 1998, the Company did not have a
standing nominating or compensation committee.
Compensation of Directors
All directors of the Company who are also directors of the Bank each
received $200 for attending each board meeting of the Bank in 1998. They
received no additional compensation as directors for Board meetings of the
Company. In addition, each director received a bonus of $5,000 for the year
ended 1998 and $100 for each committee meeting attended.
SUMMARY COMPENSATION
The Summary Compensation Table below sets forth the compensation of the
Company's Chief Executive Officer for all services rendered to the Company and
the Bank for the last three fiscal years.
4
SUMMARY COMPENSATION TABLE
Annual Compensation 1 Long-Term Compensation
Name and All Other
Principal Position Year Salary($) Bonus($) Compensation ($)3
- ------------------------------------------------------------------------------------------------------
Julian D. Fisher 1998 $110,000 $40,000 2 $42,742
Chief Executive Officer 1997 100,000 35,000 29,282
& President 1996 84,912 30,000 19,485
1 The value of perquisites and other personal benefits did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus.
2 The amount presented includes compensation that was deferred at Mr.
Fisher's election.
3 The amounts presented include the Company's contribution for the
benefit of Mr. Fisher under the Company's Stock Bonus Plan ($16,116, $14,486 and
$12,151 in 1998, 1997 and 1996, respectively), the gross value of life insurance
premiums paid by the Company on behalf of Mr. Fisher ($16,210, $14,796 and
$7,334 in 1998, 1997 and 1996, respectively) and Executive Deferred Compensation
Plan for Farmers & Merchants Bank ($10,416 in 1998). Pursuant to a split-dollar
insurance agreement between the Company and Mr. Fisher, 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. Fisher.
Severance Plan
In 1996, the Company and the Bank adopted a change in control severance
plan which became effective July 1, 1996. The plan covers employees designated
by the Company's Board of Directors, including Mr. Fisher.
Under the plan, a "covered termination" is a cessation of employment
with the Company or its then affiliates within 36 months after a change in
control (as defined in the plan) on account of either (i) termination of
employment by the covered employee for good reason (defined to mean the
occurrence after a change in control of any of the following: the assignment of
duties inconsistent with prior duties, the diminution of responsibilities, a
reduction in base salary, a transfer of job location of more than 50 miles, a
failure to pay compensation or deferred compensation within seven days after
due, a failure to continue participation and benefits under any compensation or
benefits plan (or any successor or replacement plan) at as favorable a level, or
a failure of the Company to require any successor to the Company to comply with
the plan) or (ii) termination initiated by the Company or any of its affiliates
for any reason other than death, disability, mandatory retirement or cause (as
defined in the plan).
In the event of such a covered termination, a covered employee will be
entitled to the following severance benefits: (i) continuation of the employee's
base pay (as defined in the plan) through the earlier of his or her death or the
third anniversary of the date of the change in control (the severance pay
period); (ii) continuation of the availability of coverage, and the employer's
regular contribution towards that coverage, under the employer's health care
plan during the severance pay period for the employee and his or her eligible
dependents; (iii) the right to buy any car that the employee is assigned by the
employer at its then fair market value; and (iv) a lump sum payment equal to the
value of any qualified or nonqualified retirement benefits forfeited by the
employee on account of his or her covered termination.
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 December 31, 1998 with the
Bank totaling approximately $1,133,362, or about 4.8% of average shareholders'
equity for the year. All such transactions were made in the ordinary course of
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.
5
PROPOSAL TWO APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
S. B. Hoover & Company, L.L.P. of Harrisonburg, Virginia, was the
auditor for the Company for 1998 and is being recommended to the Company's
shareholders for appointment as auditor for 1999. A representative of S. B.
Hoover & Company, L.L.P. is expected to be present at the Annual Meeting, will
have the opportunity to make a statement if he desires to do so, and is expected
to be available to respond to appropriate questions from shareholders.
The Board recommends a vote for Proposal Two.
SHAREHOLDER PROPOSALS
Under the regulations of the Securities and Exchange Commission,
proposals of shareholders intended to be presented at the Company's 2000 Annual
Meeting must be received by the Secretary of the Company, at its principal
executive offices, P. O. Box 1111, Timberville, Virginia 22853 no later than
November 16, 1999 in order for the proposal to be considered for inclusion in
the Company's Proxy Statement. Any proposal that is received by the Company
after January 31, 2000 will be considered untimely for consideration at the 2000
Annual Meeting.
By Order of the Board of Directors
/s/ Larry A. Caplinger
Larry A. Caplinger, Secretary
March 16, 1999
6
PROXY
F & M BANK CORP.
Annual Meeting of Shareholders, April 10, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas L. Cline, Wayne L. Long and
Michael W. Pugh, 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 10, 1999 at 11:00 A.M. and at any adjournment thereof, the shares
of F & M Bank Corp. common stock held of record by the undersigned as of March
2, 1999.
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 for all
(except as marked to the contrary below) nominees listed below
Julian D. Fisher and Dan B. Todd for three-year terms to expire in 2002.
(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, L.L.P.
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
_____________________________________
Signature