EXHIBIT 99
PRESS RELEASE
FCB Financial Corp. OSB Financial Corp.
108 E. Wisconsin Ave. 420 S. Koeller St.
Neenah, Wisconsin 54957 Oshkosh, Wisconsin 54902
Contact: Phillip J. Schoofs Contact: James J. Rothenbach
or Donald D. Parker (414) 236-3680
(414) 727-3427 or (414) 727-3429
FCB FINANCIAL CORP. AND OSB FINANCIAL CORP.
ANNOUNCE MERGER OF EQUALS
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November 14, 1996. FCB Financial Corp. (Nasdaq National
Market: FCBF), Neenah, Wisconsin, parent of Fox Cities Bank,
F.S.B., and OSB Financial Corp. (Nasdaq National Market: OSBF),
Oshkosh, Wisconsin, parent of Oshkosh Savings Bank, F.S.B., today
announced the signing of a definitive agreement pursuant to which
the two companies will be merged. The resulting company will
operate under the name FCB Financial Corp. and will be
headquartered in Oshkosh, Wisconsin.
The merger, which will combine two of the oldest banking
institutions in Wisconsin's Fox River Valley, will create the
largest independent thrift institution headquartered in the area.
Based on data as of September 30, 1996, the combined institution
will have total assets in excess of $500 million, total loans of
approximately $390 million, total deposits of approximately $310
million and shareholders' equity of approximately $75 million.
The combined company also will have in excess of $220 million of
mortgage loans that it originated and services for others.
The "merger of equals" transaction will be structured as a
tax-free, stock-for-stock merger and accounted for as a purchase
transaction. In the merger, holders of OSB Financial Corp.
common stock will receive 1.46 shares of FCB common stock for
each OSB share they own. Holders of shares of FCB Financial
Corp. common stock will continue to hold the same number of FCB
shares after the merger. FCB's and OSB's total outstanding
shares at September 30, 1996 were 2.46 million and 1.11 million,
respectively. The shares of the combined company are expected to
continue to trade on The Nasdaq Stock Market. The banking
subsidiaries of the two merger partners are also expected to
merge and will thereafter operate under the name Fox Cities Bank,
F.S.B.
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At the effective time of the merger, it is expected that the
quarterly cash dividend of the combined company will remain at
the current FCB Financial Corp. level of $.18 per share. Based
on the exchange rate in the merger, this would equate to an
annual per share dividend increase for holders of OSB Financial
Corp. common stock of approximately 64%.
"This merger of equals provides an opportunity for both
revenue enhancement and cost savings which we believe will result
in an accretion in earnings per share for the combined company,"
said Donald D. Parker, Chairman of the Board, President and Chief
Executive Officer of FCB Financial Corp. and James J. Rothenbach,
President and Chief Executive Officer of OSB Financial Corp.
It is currently estimated that the combination of various
functions and other economies of scale when implemented will
result in annual pre-tax cost savings for the combined company on
a net basis of approximately $800,000. "Although there is
potential for substantial cost savings, our strategy will focus
on revenue enhancement from our strong mortgage business as well
as an expansion of various other services, including full service
business banking, commercial lending, consumer lending, indirect
lending, brokerage and investment services and trust services,"
said Rothenbach.
Both Rothenbach and Parker commented that the merger will
align two companies that are committed to community involvement
and locally delivered, high quality customer service. "This
combination provides the strength and resources to be a truly
outstanding community financial center," said Rothenbach. "This
will enable us to expand the products and services we offer both
individual consumers and businesses throughout our market areas,"
added Parker.
Upon completion of the merger, Parker will serve as Chairman
of the combined company and Rothenbach will serve as President
and Chief Executive Officer. The Board of Directors of the
combined company will initially consist of an equal number of
representatives from both merger partners.
The combined company will continue to provide full service
banking from each of the existing 13 offices located in Appleton
(3), Berlin, Darboy, Menasha, Neenah (2), Oshkosh (2), Ripon,
Wautoma and Winneconne, Wisconsin.
The merger is subject to approval of the shareholders of
both FCB Financial Corp. and OSB Financial Corp. and is also
subject to various regulatory approvals. Based on the
anticipated timetable for the receipt of such approvals, it is
currently expected that the merger will be completed during the
second quarter of 1997.
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This press release includes forward-looking statements.
These forward-looking statements can be identified as
such because the context of the statement includes
phrases such as "it is expected" or "it is currently
estimated" or other words of similar import.
Similarly, statements that describe future plans or
strategies are also forward-looking statements. Such
statements are subject to certain risks and
uncertainties which could cause actual results to
differ materially from those currently anticipated.
Factors which could affect actual results include
interest rate trends, the general economic climate in
the FCB and OSB market areas, loan delinquency rates,
regulatory treatment and the ability of the combined
company to implement successfully plans to eliminate
redundancies. These factors should be considered in
evaluating the forward-looking statements, and undue
reliance should not be placed on such statements. The
forward-looking statements included herein are made as
of the date hereof and FCB and OSB undertake no
obligation to update publicly such statements to
reflect subsequent events or circumstances.
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