425

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

October 19, 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))

Item 8.01 - Other Events

On October 19, 2016, Farmers & Merchants Bancorp issued a press release announcing that the shareholders of Delta National Bancorp have approved FMCB’s previously announced acquisition of Delta National Bancorp, a copy of which is included as Exhibit 99 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)          Exhibits:

99 Press release announcing that the shareholders of Delta National Bancorp have approved FMCB’s previously announced acquisition of Delta National Bancorp.

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:  October 19, 2016

EX-99

Exhibit 99

Delta National Bancorp

Shareholders Approve Merger with

Farmers & Merchants Bancorp

Farmers & Merchants Bancorp (OTCQX: FMCB), a bank holding company headquartered in Lodi, California, today announced that the shareholders of Delta National Bancorp have approved FMCB’s previously announced acquisition of Delta National Bancorp, the parent company of Delta Bank N.A., a community bank headquartered in Manteca, California.

Farmers & Merchants Bancorp’s Chairman, President and CEO Kent Steinwert said, “We are pleased that this transaction continues to move forward as scheduled, and we are planning for a closing date in mid-to-late November 2016, subject to the satisfaction of the remaining conditions set forth in the Definitive Agreement.  We continue to believe this business combination offers customers and shareholders advantages and will provide F&M Bank entry into two new markets, Manteca and Riverbank, while enhancing our existing position in Turlock and Modesto.”

About Delta National Bancorp

Delta National Bancorp is the parent holding company for Delta Bank National Association, a locally owned and operated community bank established in 1973, serving the needs of consumers and businesses through four locations in Stanislaus and San Joaquin counties.  As of June 30, 2016, the Bank had approximately $109 million in total assets and serves the communities of Manteca, Riverbank, Modesto and Turlock.

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 100^th anniversary.  Founded in 1916, F&M Bank is a locally owned and operated community bank which proudly serves California through 24 convenient locations. As of June 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 our Securities and Exchange Commission filings. The Company disclaims 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.