**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10–K / A**

 

**ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

**For thefiscal year ended December 31, 2001**

 

**OR**

 

**oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**Commissionfile number 0–12638**

 

**F&M BANCORP**

(Exact name of registrantas specified in its charter)

 

| **MARYLAND**                                                 |   |   | **52–1316473** |
|--------------------------------------------------------------|--------|--------|---------------------|
| (State or other  jurisdiction of                             |   |   | (I.R.S. Employer    |
| incorporation or  organization)                              |   |   | Identification No.) |
|                                                         |   |   |                |
|                                                         |   |   |                |
| **110  THOMAS JOHNSON DRIVE**                                |
| **FREDERICK,  MARYLAND 21702**                               |
| (Address of principal  executive offices) (Zip Code)         |
|                                                         |
|                                                         |
| **(888)  694–4170**                                     |
| (Registrant’s telephone  number, including area code)   |
|                                                         |
|                                                         |
| Securities registered  pursuant to Section 12(b) of the Act: |
| **NONE**                                                     |
|                                                         |
|                                                         |
| Securities registered  pursuant to Section 12(g) of the Act: |
| **COMMON  STOCK ($5 PAR VALUE)**                             |
| (Title of class)                                             |

 

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ýNo o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S–K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10–Kor any amendment to this Form 10–K. o

 

At February 8, 2002, the aggregate market value of 10,853,300 shares ofCommon Stock outstanding and held by non-affiliates of Registrant was$297,706,019.

 

DOCUMENTS INCORPORATED BY REFERENCE: Portions of F&M Bancorp’s 2001Annual Report to Shareholders are incorporated herein by reference into PartII. Portions of the Proxy Statement dated March 15, 2002 relating to the 2002Annual Meeting of Stockholders of the Registrant are incorporated herein byreference into Part III.

 

 

 

 

 

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**PART IV**

 

## **ITEM 14. EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8–K**

 

(a) FILED DOCUMENTS:

    1) Financial Statements:

       See listing in Item 8.

    2) Financial StatementSchedules:

         Schedules I and II,inclusive, are omitted because of the

         absence of theconditions under which they are required.

    3) Exhibits:

 
| 3.1    |   | Articles of Incorporation of F&M Bancorp with  all Articles of  Amendment. Filed as  exhibit 3.1 of the company’s quarterly report on Form 10-Q for the period  ended June 30, 1997 and incorporated herein by reference.                                                                                                                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 3.2    |   | By-Laws of F&M Bancorp with all amendments.  Filed as Exhibit 3.2 of the Company’s quarterly report on Form 10-Q for the  period ended September 30, 1997 and incorporated herein by reference.                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 4      |   | Description of F&M Bancorp common stock and  rights of security holders. Filed as Exhibit 4 of the Company’s quarterly  report on Form 10-Q for the period ended September 30, 1997 and incorporated  herein by reference.                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.1   |   | 1983 Stock Option Plan of F&M Bancorp as amended  in April, 1996. Filed as Exhibit 10.1 to Registration Statement on Form S-8  (File #002-88390) and incorporated herein by reference.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.2   |   | Unfunded Deferred Compensation Plan for Non-Employee  Directors of F&M Bancorp as amended and restated effective August 18,  1998. Filed as Exhibit 10.2 of the Company’s Annual Report on Form 10-K for  the year ended December 31, 1998 and incorporated herein by reference.                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.3   |   | Farmers & Mechanics National Bank Executive  Supplemental Income Plan as amended and restated effective August 18,  1998.  Filed as Exhibit 10.3 of the  Company’s Annual Report on Form 10-K for the year ended December 31, 1998 and  incorporated herein by reference.                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.4   |   | F&M Bancorp Employee Stock Purchase Plan. Filed  as Prospectus to Registration Statement on Form S-8 (File #33-39941) and  incorporated herein by reference.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.5   |   | F&M Bancorp Dividend Reinvestment and Stock  Purchase Plan. Filed as Prospectus to Registration Statement on Form S-3  (File #33-39940) and incorporated herein by reference.                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.6   |   | 1995 Stock Option Plan of F&M Bancorp. Filed as  Exhibit 10.1 to Registration Statement on Form S-8 (File #333-02433) and  incorporated herein by reference.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.7   |   | Employment Agreement between F&M Bancorp, Home  Federal Savings Bank and Richard W. Phoebus, Sr. Filed as an Exhibit 10.7 of  the Company's Annual Report on Form 10-K for the year ended December 31, 2001  and incorporated herein by reference.                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.8   |   | F&M Bancorp 1999 Employee Stock Option Plan.  Filed as Exhibit 10.19 of the Company’s quarterly report on Form 10-Q for the  period ended March 31, 1999 and incorporated herein by reference.                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.9   |   | F&M Bancorp 1999 Stock Option Plan for Non-Employee  Directors. Filed as Exhibit 10.20 of the Company’s quarterly report on Form  10-Q for the period ended March 31, 1999 and incorporated herein by  reference.                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 10.10  |   | Form of F&M Bancorp Stock Options substituted  for Patapsco Valley Bancshares, Inc. stock options issued under the Patapsco  Valley Bancshares, Inc. Incentive Stock Option Plan, Director Stock Option  Plan and Employee Stock Option Plan. Filed as an Exhibit on Form 10K for the  year ended December 1999 hereto and incorporated herein by reference. |

 

 

2

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| 10.11  |   | Form of F&M Bancorp Stock Options substituted  for Home Federal Corporation Stock Options granted under the Home Federal  Corporation 1988 Stock Option and Stock Appreciation Rights Plan filed as  Exhibit 99.3 to Registration Statement on Form S-8 (File #333-16709) and  incorporated herein by reference.                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 10.12  |   | Form of F&M Bancorp stock options substituted  for Monocacy Bancshares, Inc. stock options issued under the Monocacy Bancshares,  Inc. 1994 Stock Incentive plan and the Monocacy Bancshares, Inc. 1997  Independent Director Stock Option Plan. Filed as an Exhibit on Form 10K for  the year ended December 1999 herein and incorporated herein by reference. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 10.13  |   | F&M Bancorp Employment Agreement with Kaye A.  Simmons as of April 10, 2000. Filed as Exhibit 10.13 of the Company’s Quartly  Report on Form 10-Q for the quarter ended September 2000 and incorporated  herein by reference.                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 11.    |   | Statement re: computation of per share earnings.  Filed as an Exhibit 11 of the Company's Annual Report on Form 10-K of the  year ended December 31, 2001 and incorporated herein by reference.                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 21.    |   | Subsidiaries of F&M Bancorp. 21 of the Company's  Annual Report on Form 10-K of the year ended December 31, 2001 and  incorporated herein by reference                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 99.    |   | Additional Exhibit: Requirements for Arthur Andersen  LLP Auditing Clients.  Filed as an  Exhibit hereto and incorporated herein by reference..                                                                                                                                                                                                                |

 

 

 

 

**SIGNATURES**

 

    Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signedon its behalf by the undersigned, thereunto duly authorized.

 

 

 
| March 26, 2002 | /s/ KAYE A. SIMMONS |
|----------------|---------------------|
|           |                | Kaye A. Simmons |
|           |                | TREASURER |

 

 

 

 

 

 

 

 

 

 

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