UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2005
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F & M Bank Corp.
(Exact name of registrant as specified in its charter)
Virginia 000-13273 54-1280811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P. O. Box 1111 22853
Timberville, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (540) 896-8941
Not Applicable
(Former name or former address, if changed 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))
Item 4.01 Changes in Registrant's Certifying Accountant.
On January 20, 2005, F & M Bank Corp. ("F&M" or the "Registrant") determined
that, effective after its completion of the audit for the fiscal year ended
December 31, 2004, S. B. Hoover & Company, LLP ("SBH") will serve as the
internal auditor of F&M and will not be reappointed as F&M's independent auditor
for the fiscal year ending December 31, 2005. This action was recommended and
approved by the Audit Committee of the Registrant's Board of Directors.
During F&M's two fiscal years ended December 31, 2003, and during the subsequent
period through January 20, 2005, there was no disagreement between F&M and SBH
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to SBH's
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with its reports on F&M's consolidated financial
statements. The audit reports of SBH on the consolidated financial statements of
F&M as of and for the two fiscal years ended December 31, 2003 did not contain
any adverse opinion or disclaimer of opinion, nor were these opinions qualified
or modified as to uncertainty, audit scope or accounting principles.
F&M provided SBH with a copy of the foregoing disclosures. Attached, as Exhibit
16, is a copy of SBH's letter, dated January 20, 2005, stating its agreement
with such statements.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 16 Letter from S. B. Hoover & Company, LLP to the Securities
and Exchange Commission dated January 20, 2005. Filed with
this document.
SIGNATURES
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 thereunto duly authorized.
F & M Bank Corp.
(Registrant)
/s/ Neil W. Hayslett
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Neil W. Hayslett
Senior Vice President and Chief Financial Officer
Date: January 26, 2005
Exhibit Index
Exhibit
Number Exhibit Description
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16 Letter from S. B. Hoover & Company, LLP to the Securities and
Exchange Commission dated January 20, 2005. Filed with this
document.