8-K

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 16, 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

November 16, 2016, Farmers & Merchants Bancorp announced the Board of Directors’ declaration of a year-end cash dividend, 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 the Board of Directors of Farmers & Merchants Bancorp’s declaration of a year-end cash dividend.

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 16, 2016

EX-99

EXHIBIT 99

Farmers & Merchants Bancorp

Announces Increase in the Year-End Cash Dividend

Farmers & Merchants Bancorp (OTCQX: FMCB) (the Company) announced that the Board of Directors declared a year-end cash dividend of $6.55 per share of common stock, an increase over the cash dividend declared in November of 2015. The cash dividend will be paid on January 3, 2017, to shareholders of record on December 2, 2016. Importantly, since the Company is scheduled to complete its pending acquisition of Delta National Bancorp by the end of this month, all former Delta shareholders who receive Farmers & Merchants Bancorp stock will be eligible to receive this dividend. This is the 82nd consecutive year that the Company has declared cash dividend payments to common shareholders. The Company has now increased the annual declared cash dividends for 52 consecutive years.

Kent A. Steinwert, Chairman, President and Chief Executive Officer stated, “We are pleased that Farmers & Merchants Bancorp’s strong third quarter and year-to-date 2016 financial performance allowed us to increase the cash dividend in keeping with our founding principal of sharing a portion of the Company’s profits with shareholders. Importantly, the Company’s record performance in the third quarter and year-to-date 2016 continues to build upon record profit years in 2012, 2013, 2014 and 2015. The Board of Directors and executive managers are optimistic about the Company’s outlook for the remainder of 2016 and into 2017.”

Farmers & Merchants Bancorp earned record net income of $7.5 million in the third quarter of 2016 and $22.0 million for the nine months ending September 30, 2016, representing increases of 7.1% and 9.2% over the same periods the prior year. Earnings per share of common stock outstanding for the nine-month period were $27.82, up from $25.70 the prior year. Return on average assets for the nine months was 1.13%, and return on average equity was 11.16%.

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About Farmers & Merchants Bancorp

Farmers & Merchants Bancorp is the parent company of Farmers & Merchants Bank of Central California, also known as F&M Bank.  Founded in 1916, F&M Bank is a locally owned and operated community bank which proudly serves California through 24 convenient locations. 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.

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