0001140361-16-087390.txt : 20161121 0001140361-16-087390.hdr.sgml : 20161121 20161121160933 ACCESSION NUMBER: 0001140361-16-087390 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161121 DATE AS OF CHANGE: 20161121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS & MERCHANTS BANCORP CENTRAL INDEX KEY: 0001085913 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943327828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26099 FILM NUMBER: 162010447 BUSINESS ADDRESS: STREET 1: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 BUSINESS PHONE: 2093672411 MAIL ADDRESS: STREET 1: FARMERS AND MERCHANTS BANCORP STREET 2: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS & MERCHANTS BANCORP CENTRAL INDEX KEY: 0001085913 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943327828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 BUSINESS PHONE: 2093672411 MAIL ADDRESS: STREET 1: FARMERS AND MERCHANTS BANCORP STREET 2: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 425 1 form8k.htm FARMERS & MERCHANTS BANCORP 8-K 11-21-2016
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 21, 2016
(Date of earliest event reported)

Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000 – 26099
  
94-3327828
(Commission File Number)
  
(IRS Employer Identification No.)

111 West Pine Street, Lodi, California 95240
(Address of principal executive offices)       (Zip Code)

(209) 367-2300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))
 
Section 8 - Other Events

Item 8.01
Other Events

On November 21, 2016, Farmers & Merchants Bancorp (“Bancorp”) (OTCQX: FMCB) announced that it completed the acquisition of Delta National Bancorp (“Delta”) (OTC Pink: DEBC), parent company of Delta Bank, National Association at close of business on November 18, 2016. Immediately following the completion of the acquisition of Delta, Delta Bank, National Association merged with and into Farmers & Merchants Bank of Central California. A copy of the press release announcement is attached as Exhibit 99 to this Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS

 
(d)
Exhibits.

The following exhibit is filed herewith:

99
Press release issued by Farmers & Merchants Bancorp and Delta National Bancorp on November 21, 2016.
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FARMERS & MERCHANTS BANCORP
  
       
 
By
/s/ Stephen W. Haley
  
       
   
Stephen W. Haley
  
   
Executive Vice President
  
   
& Chief Financial Officer
  
       
Date:  November 21, 2016
      
 
 
 EX-99 2 ex99.htm EXHIBIT 99
Exhibit 99

Farmers & Merchants Bancorp Completes Acquisition of Delta National Bancorp

Farmers & Merchants Bancorp (OTCQX: FMCB), a bank holding company headquartered in Lodi, California, reported that on November 18, 2016, it completed its previously announced acquisition of Delta National Bancorp, the parent company of Delta Bank, N.A. (Delta Bank) headquartered in Manteca, California.

Farmers & Merchants Bancorp’s Chairman, President and CEO Kent Steinwert said, “We are pleased to announce that Delta Bank is now part of F&M Bank. We believe this transaction will benefit shareholders and clients of both banks. Our new clients will receive a broader array of sophisticated banking products while receiving F&M Bank’s community banking style of service.  Both banks share a passion for supporting the communities in which they operate, and we look forward to continuing that commitment.”  The acquisition provides F&M Bank entry into both Manteca and Riverbank, while enhancing its market share in Turlock and Modesto.

“As we complete the integration of these two organizations, the combination has proven to be more valuable for our shareholders than originally forecasted.  We expect the merger to be immediately accretive to earnings for Farmers and Merchant Bancorp,” said Steinwert.

About Farmers & Merchants Bancorp

Farmers & Merchants Bancorp is the parent company of Farmers & Merchants Bank of Central California, also known as F&M Bank, which is currently celebrating its 100th anniversary. Founded in 1916, F&M Bank is a locally owned and operated community bank which proudly serves California through 27 convenient locations. As of September 30 2016, the Bank had approximately $2.7 billion in total assets. The Bank recently expanded into the Bay Area with new full service branches in Walnut Creek and Concord. The FDIC awarded F&M Bank the highest possible rating of "Outstanding" in their CRA Evaluation, and the Bank has received BauerFinancial’s highest, five-star rating for 24 consecutive years, longer than any other commercial bank in the State of California. The Bank offers a full complement of loan, deposit, equipment leasing, and treasury management products to businesses, as well as a full suite of consumer banking products. For more information about Farmers & Merchants Bancorp and F&M Bank visit www.fmbonline.com.

Forward-Looking Statement

Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, loan production, balance sheet management, levels of net interest margin, the ability to control costs and expenses, interest rate changes, the competitive environment, financial and regulatory policies of the United States government, ongoing drought conditions in California and general economic conditions. Additional information on these and other factors that could affect financial results are included in F&M’s Securities and Exchange Commission filings. The companies disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.