Filing Pursuant To Rule 425
of the Securities Act Of 1933, as amended
and deemed Filed Pursuant To Rule 14(a)-12
of the Securities Exchange Act Of 1934, as amended
Filed By: Mercantile Bankshares Corporation
Subject Company: F&M Bancorp
Commission File No. 0-12638
March 31, 2003
This filing relates to a proposed merger between Mercantile Bankshares
Corporation and F&M Bancorp pursuant to the terms of an Agreement dated as of
March 13, 2003.
The following is a quarterly dividend statement issued by Mercantile on
March 31, 2003.
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MERCANTILE BANKSHARES CORPORATION
Two Hopkins Plaza
P.O. Box 1477
Baltimore, Maryland 21203
410-237-5900
The Annapolis Banking Fredericktown Bank &
and Trust Company Trust Company
Annapolis, Maryland Frederick, Maryland
Baltimore Trust Company Marshall National Bank
Selbyville, Delaware and Trust Company
Marshall, Virginia
Bank of Southern Maryland
LaPlata, Maryland Mercantile-Safe Deposit
and Trust Company
Calvert Bank and Trust Baltimore, Maryland
Company
Prince Frederick, Maryland The National Bank of
Fredericksburg
The Chestertown Bank of Fredericksburg, Virginia
Maryland
Chestertown, Maryland Peninsula Bank
Princess Anne, Maryland
The Citizens National Bank
Laurel, Maryland The Peoples Bank of
Maryland
County Banking & Trust Denton, Maryland
Company
Elkton, Maryland Potomac Valley Bank
Gaithersburg, Maryland
Farmers & Merchants
Bank--Eastern Shore St. Michaels Bank
Onley, Virginia St. Michaels, Maryland
The Fidelity Bank Westminster Union Bank
Frostburg, Maryland Westminster, Maryland
The First National ----------
Bank of St. Mary's
Leonardtown, Maryland Mercantile Mortgage
Corporation
The Forest Hill State Bank Baltimore, Maryland
Bel Air, Maryland
Affiliate banks are members of the Federal Deposit Insurance Corporation.
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We hope you enjoy Items of Interest.
Please address your questions or comments to:
Mercantile Bankshares Corporation
Corporate Communications
P.O. Box 1477, Baltimore, MD 21203
410-237-5971
corporatecommo.info@mercantile.net
Visit our Web site at www.mercantile.com
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ITEMS OF INTEREST TO
SHAREHOLDERS
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Statement of
Quarterly Dividend
March 2003
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MERCANTILE BANKSHARES CORPORATION
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Statement of
Quarterly Dividend
March 2003
March 31, 2003
Dividends on the common stock of Mercantile Bankshares Corporation are payable
to shareholders of record on March 24, 2003, at the rate of $.30 per share.
Dividends payable to shareholders who participate in the Dividend Reinvestment
and Stock Purchase Plan or the Employee Stock Purchase Plan are invested in
Mercantile common stock, which is credited to each participant's account.
Shareholders not enrolled in either of these plans receive their dividends by
check or by direct deposit to their accounts in financial institutions.
MERCANTILE TO ACQUIRE F&M BANCORP
On March 13, the boards of Directors of F&M Bancorp and Mercantile Bankshares
Corporation (MBC) agreed to merge Frederick, Md.-based F&M Bancorp into the
Mercantile family. This acquisition will enhance MBC's already strong statewide
presence, increase its existing market share and further penetrate high-growth
areas of the state. Already Maryland's largest independent banking company, upon
completion of the acquisition, MBC will increase its assets to approximately
$12.9 billion and its deposits to approximately $9.9 billion, making it the
state's second largest in terms of deposits.
Under terms of the agreement, for each share of F&M stock, shareholders
will be entitled to $46.00 in cash, 1.2831 shares of MBC stock or a combination
of cash and stock. Total purchase price is $500 million. F&M will be folded into
MBC's existing affiliate network, the bulk of which will become part of a
Frederick-based bank with assets of approximately $1.6 billion. Subject to
regulatory and shareholder approval and customary closing conditions, the merger
is expected to be completed by the end of the year.
This acquisition "solidifies our status as Maryland's leading banking
institution, enhances our competitive advantage and positions us for stronger
future growth," said Edward J. Kelly III, Chairman, President and CEO of MBC.
This announcement contains forward-looking statements that involve risks
and uncertainties. Actual results could differ materially from those discussed.
Factors that could cause or contribute to such differences are included in our
reports as filed with the SEC at the SEC's web site at http://www.sec.gov.
F&M and MBC intend to file with the SEC a proxy statement/prospectus and
other relevant materials in connection with the merger. Investors and security
holders of F&M are urged to read the proxy statement/prospectus and the other
relevant materials when they become available before making any voting or
investment decision with respect to the merger because they will contain
important information about F&M, MBC and the merger. The proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by F&M or MBC with the SEC, may be obtained free
of charge at the SEC's web site at www.sec.gov or, with respect to MBC filed
documents, by contacting David Borowy, Mercantile Bankshares Corporation, Two
Hopkins Plaza, Baltimore, MD 21201, telephone:(410) 237-5900.