SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by Rule
[X] Definitive Proxy Statement 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FCB FINANCIAL CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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[FCB Financial Corp. Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 22, 1996
To the Shareholders of
FCB Financial Corp.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
of FCB Financial Corp. (the "Corporation") will be held on Monday, July
22, 1996, at 2:00 P.M., local time, at the Valley Inn, 123 East Wisconsin
Avenue, Neenah, Wisconsin 54956, for the following purposes:
1. To elect two directors to hold office until the 1999 annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To ratify the selection of Wipfli Ullrich Bertelson CPAs as
the independent auditors of the Corporation for the fiscal year ending
March 31, 1997.
3. To consider and act upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
The close of business on May 31, 1996 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed
herewith.
By Order of the Board of Directors
FCB FINANCIAL CORP.
Harold L. Hermansen
Secretary
Neenah, Wisconsin
June 19, 1996
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
NAME APPEARS THEREON AND RETURN IMMEDIATELY.
FCB FINANCIAL CORP.
108 East Wisconsin Avenue
Neenah, Wisconsin 54956
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 22, 1996
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of FCB Financial Corp. (the
"Corporation") beginning on or about June 19, 1996 in connection with a
solicitation of proxies by the Board for use at the annual meeting of
shareholders to be held on Monday, July 22, 1996, at 2:00 P.M., local
time, at the Valley Inn, 123 East Wisconsin Avenue, Neenah, Wisconsin
54956, and all adjournments or postponements thereof (the "Annual
Meeting") for the purposes set forth in the attached Notice of Annual
Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is exercised by giving notice thereof
to the Corporation in writing or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Corporation and not revoked will be voted in accordance
with the instructions contained therein. The shares represented by
executed but unmarked proxies will be voted FOR the two persons nominated
for election as directors referred to herein, FOR the proposal to ratify
the selection of Wipfli Ullrich Bertelson CPAs as the Corporation's
independent auditors for the fiscal year ending March 31, 1997, and on
such other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of
directors and the proposal to ratify the selection of independent
auditors, the Board has no knowledge of any matters to be presented for
action by the shareholders at the Annual Meeting.
Only holders of record of the Corporation's common stock, $.01
par value (the "Common Stock"), at the close of business on May 31, 1996
are entitled to vote at the Annual Meeting. On that date, the Corporation
had outstanding and entitled to vote 2,478,614 shares of Common Stock,
each of which is entitled to one vote per share.
The Corporation, which was incorporated in 1993, is the holding
company for Fox Cities Bank, F.S.B. (the "Bank"). On September 23, 1993,
the Bank completed its conversion from a mutual to a stock form of
organization (the "Conversion").
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that the
directors shall be divided into three classes, with staggered terms of
three years each. At the Annual Meeting, the shareholders will elect two
directors to hold office until the 1999 annual meeting of shareholders and
until their successors are duly elected and qualified. Unless
shareholders otherwise specify, the shares represented by the proxies
received will be voted in favor of the election as directors of the two
persons named as nominees herein. The Board has no reason to believe that
any of the listed nominees will be unable or unwilling to serve as a
director if elected. However, in the event that any nominees should be
unable to serve or for good cause will not serve, the shares represented
by proxies received will be voted for other nominees selected by the
Board. Directors will be elected by a plurality of the votes cast at the
Annual Meeting (assuming a quorum is present). Consequently, any shares
not voted at the Annual Meeting, whether due to abstentions or otherwise,
will have no impact on the election of directors.
The following sets forth certain information, as of May 31,
1996, about the Board's nominees for election at the Annual Meeting and
each director of the Corporation whose term will continue after the Annual
Meeting. Except as otherwise noted, each individual has engaged in the
principal occupation or employment and held the offices shown for more
than the past five years. All current directors of the Corporation also
serve as directors of the Bank.
Nominees for Election at the Annual Meeting
Terms Expiring at the 1999 Annual Meeting
Richard A. Bergstrom, 46, currently serves as President of Bergstrom
Hotel, Inc., a subsidiary of Bergstrom Corporation (an operator of hotels
and automobile dealerships). Mr. Bergstrom is also Executive Vice
President of Bergstrom Corporation. Mr. Bergstrom has served as a
director of the Corporation since its incorporation and as a director of
the Bank since 1989.
William J. Schmidt, 58, is the Chairman of the Board of U.S. Oil Co., Inc.
(a petroleum distributor). Mr. Schmidt has been a director of the
Corporation since its incorporation and a director of the Bank since 1993.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" BOTH NOMINEES. UNLESS MARKED TO THE
CONTRARY, THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED
PRIOR TO, OR AT THE ANNUAL MEETING, AND NOT REVOKED, WILL BE VOTED "FOR"
BOTH NOMINEES.
Directors Continuing in Office
Terms Expiring at the 1997 Annual Meeting
Walter H. Drew, 61, retired as President and Chief Executive Officer of
Menasha Corporation (a paper manufacturer and converter) in 1992. Prior
to joining Menasha Corporation in 1988, Mr. Drew served as Executive Vice
President of Kimberly-Clark Corporation (a consumer products company).
Mr. Drew has been a director of the Corporation since its incorporation
and a director of the Bank since 1984.
Donald S. Koskinen, 67, retired as President of Banta Company, a division
of Banta Corporation (a commercial printing and graphic services company),
in 1990. Mr. Koskinen has served as a director of the Corporation since
its incorporation and as a director of the Bank since 1965.
Terms Expiring at the 1998 Annual Meeting
David L. Erdmann, 52, is the Chairman, Chief Executive Officer and
President of Outlook Group Corp. (a graphic services company offering
specialty printing, converting and packaging). Mr. Erdmann has been a
director of the Corporation since its incorporation and a director of the
Bank since 1987.
Donald D. Parker, 57, has served as Chairman of the Board, President and
Chief Executive Officer of the Corporation since its incorporation. Mr.
Parker also has served as President and Chief Executive Officer of the
Bank since 1980 and as Chairman of the Board thereof since 1986. Mr.
Parker joined the Bank in 1967. Mr. Parker has served as a director of
the Corporation since its incorporation and as a director of the Bank
since 1978.
William A. Raaths, 49, has served as President of Wisconsin Tissue Mills
Inc. (a paper products manufacturer and a subsidiary of Chesapeake
Corporation) and as Group Vice President - Tissue Products of Chesapeake
Corporation (a manufacturer of tissue, packaging and wood products) since
January 1995. From April 1994 until assuming his current positions, Mr.
Raaths was Executive Vice President of Wisconsin Tissue Mills Inc. From
1989 until joining Wisconsin Tissue Mills Inc., Mr. Raaths served as
President of Chesapeake Consumer Products Company, a subsidiary of
Chesapeake Corporation. Mr. Raaths has served as a director of the
Corporation and the Bank since 1994.
BOARD OF DIRECTORS
General
The Board has standing Audit, Compensation and Nominating
Committees. The Audit Committee recommends to the Board the appointment
of independent auditors, reviews the independence of the auditors,
approves the scope of the annual audit, approves the audit fee payable to
the auditors and reviews the audit results. All directors serve on the
Audit Committee. Mr. Parker is excused from Audit Committee meetings when
the internal audit functions are discussed. The Audit Committee held one
meeting in fiscal 1996. The Compensation Committee consists of three
directors who also make up the Personnel Committee of the Board of
Directors of the Bank. The Personnel Committee reviews and recommends to
the Board of Directors of the Bank the compensation structure for the
Bank's officers and other managerial personnel, including salary rates,
participation in any incentive bonus plans, fringe benefits, non-cash
perquisites and other forms of compensation. The Compensation Committee
is not responsible for such matters since the officers of the Corporation
are not separately compensated for their service in such capacity. The
Compensation Committee does, however, administer the FCB Financial Corp.
1993 Stock Option and Incentive Plan (the "1993 Stock Option Plan").
Messrs. Bergstrom, Erdmann (Chairman) and Raaths are members of the
Compensation and Personnel Committees. The Compensation Committee held
three meetings in fiscal 1996. The Nominating Committee considers and
recommends the nominees for director to stand for election at the
Corporation's annual meeting of shareholders and to fill vacancies
occurring on the Board. The Nominating Committee will consider persons
recommended by shareholders to become nominees, but has no established
procedures which shareholders must follow to make such recommendations.
The Corporation's Bylaws also provide for shareholder nominations of
directors. These provisions require such nominations to be made pursuant
to timely notice in writing to the Secretary of the Corporation. The
shareholder's notice of nomination must contain information relating to
the nominee which is required to be disclosed by the Corporation's Bylaws
and by the Securities Exchange Act of 1934. Messrs. Drew, Koskinen
(Chairman), Parker and Schmidt are members of the Nominating Committee.
The Nominating Committee held one meeting in fiscal 1996.
The Board held eighteen meetings during the fiscal year ended
March 31, 1996. During fiscal 1996, each director of the Corporation
attended at least 80% of the aggregate of (a) the total number of meetings
of the Board and (b) the total number of meetings held by all committees
of the Board on which such director served during the year.
Director Compensation
Directors of the Bank currently receive a monthly retainer fee
of $900 and a $100 fee for each committee meeting attended that is not
held in conjunction with a Board of Directors meeting. No separate
retainer fee is paid to any person for serving as a director of the
Corporation. Directors of the Corporation do, however, receive a $100 fee
for each meeting of the Board which is not held in conjunction with a
meeting of the Board of Directors of the Bank.
Directors may elect to defer all of their fees earned in any
given year under the Bank's unfunded deferred compensation plan. Interest
on the deferred amounts is credited at a rate (which is adjusted
quarterly) equal to 1.5% per annum above the rate paid on the longest term
certificate of deposit then offered by the Bank. The rate paid on
deferred amounts for the quarter ended March 31, 1996 was 7.4%. Amounts
deferred by a director under the plan, together with accumulated interest,
will be distributed in quarterly installments over a five-year period
following the time that a director ceases to serve in such capacity. In
the event of death of a director prior to the time that all payments have
been made, a lump sum payment of the director's balance under the plan
will be made to the director's estate or a selected beneficiary within
sixty days of the date of death.
Pursuant to the terms of the 1993 Stock Option Plan, each person
who is first elected as a non-employee director of the Corporation will
automatically be granted a non-qualified option to purchase 5,819 shares
of Common Stock as of the date of such election. Each such option granted
to a non-employee director will have a per share exercise price equal to
the market value of a share of Common Stock on the date of grant and will
have a ten-year term. Non-employee director options vest and become
exercisable ratably over the five-year period following the date of grant;
provided, however, that such options will become fully exercisable (a)
upon the director's retirement after age 70, (b) upon early retirement
after age 65 if the non-employee director has served as a director of the
Corporation and/or the Bank for at least ten years at the time of such
retirement, or (c) in the event of the director's disability or death
while serving as a director. Options granted to non-employee directors
may not be exercised if three months have elapsed from the date the
director terminated his service on the Board. No non-employee director of
the Corporation received an option grant during fiscal 1996.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth information, as of May 31, 1996,
regarding beneficial ownership of Common Stock by each director and
nominee, the executive officer named in the Summary Compensation Table set
forth below, and all of the directors and executive officers as a group.
Except as otherwise indicated, the individuals reflected below have sole
voting and investment power over the shares of Common Stock reported as
beneficially owned.
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
Donald D. Parker . . . . . . . . . 47,899(2) 1.9%
Richard A. Bergstrom . . . . . . . 52,927(3) 2.1
Walter H. Drew . . . . . . . . . . 35,661(4) 1.4
David L. Erdmann . . . . . . . . . 42,927(5) 1.7
Donald S. Koskinen . . . . . . . . 52,927 2.1
William A. Raaths . . . . . . . . . 2,527(6) *
William J. Schmidt . . . . . . . . 16,727(7) *
All directors and executive officers
as a group (10 persons) . . . . . 320,832(8) 12.8
_______________
* Less than 1%
(1) Includes the following shares subject to stock options which are
currently exercisable or exercisable within 60 days of May 31, 1996:
Mr. Parker, 7,517 shares; Mr. Bergstrom, 2,327 shares; Mr. Drew,
2,327 shares; Mr. Erdmann, 2,327 shares; Mr. Koskinen, 2,327 shares;
Mr. Raaths, 2,327 shares; Mr. Schmidt, 2,327 shares; and all
directors, nominees and executive officers as a group, 30,582 shares.
(2) Includes 17,266 shares held by a revocable trust, 2,053 shares held
by Mr. Parker's spouse and 4,482 shares credited to Mr. Parker's
account under the FCB Financial Corp. Employee Stock Ownership Plan
(the "ESOP"). Mr. Parker shares voting and investment power with
respect to these shares.
(3) Includes 20,600 shares held by Mr. Bergstrom and his spouse as joint
tenants and 30,000 shares held in custodial accounts for minor
children. Mr. Bergstrom shares voting and investment power over the
shares held in joint tenancy with his spouse.
(4) Includes 21,667 shares held by family limited partnerships over which
Mr. Drew shares voting and investment power.
(5) Includes 4,000 shares held by Mr. Erdmann's spouse and 6,000 shares
held by Mr. Erdmann's children. Mr. Erdmann shares voting and
investment power with respect to these shares.
(6) Includes 200 shares held by Mr. Raaths and his spouse as joint
tenants over which Mr. Raaths shares voting and investment power.
(7) Includes 5,900 shares held by custodial accounts for minor children
and 8,500 shares held by two trusts. Mr. Schmidt shares voting and
investment power over 3,000 shares held by one of the trusts.
(8) The total does not include 168,210 shares of Common Stock held by the
ESOP which either have not been released for allocation to the
accounts of participants or which have been allocated to the accounts
of non-executive officers. A committee consisting of Messrs.
Bergstrom, Erdmann and Raaths serves as the Trustee of the ESOP.
Other Beneficial Owners
The following table sets forth information regarding beneficial
ownership by the only other persons known to the Corporation to own more
than 5% of the outstanding Common Stock.
Amount and Nature of Beneficial Ownership
Name and Address Voting Power Investment Power Percent
of Beneficial Owner Sole Shared Sole Shared Aggregate of Class
FCB Financial Corp.
Employee Stock
Ownership Plan (1)
108 East Wisconsin Ave.
Neenah, WI 54956 137,402 42,598 137,402 42,598 180,000 7.3%
Investment Advisers, Inc. (2)
3700 First Bank Place
Box 357
Minneapolis, MN 55440 151,000 -0- 151,000 -0- 151,000 6.1
_______________
<FN>
(1) The Trustee of the ESOP is a committee consisting of Messrs.
Bergstrom, Erdmann and Raaths. The Trustee acts by a majority vote
of the individuals comprising such committee. The beneficial
ownership information presented in the table for the ESOP is as of
May 31, 1996. As of such date, 42,598 shares under the ESOP had been
released for allocation to the accounts of participating employees.
(2) The beneficial ownership of Investment Advisers, Inc. reflected in
the table was reported in a Schedule 13G filed with the Securities
and Exchange Commission which sets forth ownership of Common Stock as
of December 31, 1995.
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid for the last three fiscal years to the Corporation's
Chief Executive Officer, who was the only executive officer of the
Corporation who earned in excess of $100,000 during the fiscal year ended
March 31, 1996. The compensation reflected in the table is for service as
an executive officer of both the Corporation and the Bank.
Summary Compensation Table
Long Term
Annual Compensation
Compensation(1)
Awards
Securities
Name and Fiscal Underlying All Other
Principal Position Year Salary Bonus(2) Stock Options (#) Compensation
Donald D. Parker, 1996 $109,212 $30,163 - $33,935(3)
Chairman of the Board, 1995 105,012 17,394 - 38,192
President and Chief 1994 100,008 30,002 50,043 14,177
Executive Officer of the
Corporation and the
Bank
<FN>
_____________
(1) Certain personal benefits provided by the Corporation and the Bank to
Mr. Parker are not included in the table. The aggregate amount of
such benefits did not exceed 10% of the sum of Mr. Parker's salary
and bonus in each respective year.
(2) Consists of a bonus paid under the Bank's Management Bonus Plan. The
Management Bonus Plan provides that a bonus pool, determined as a
percentage of the amount by which net income before taxes exceeds a
target for return on average assets before taxes, will be distributed
among the executive officers of the Bank in proportion to their base
salary. The target return on average assets before taxes is set
annually with reference to the projected rate of return for such year
set forth in the Bank's strategic business plan. It is anticipated
that this target, which will be a fixed rate of return for each
specified year, will vary from year to year in relation to the
projected rate of return set forth in the Bank's strategic business
plan for such year. Such bonus may not exceed 30% of base salary.
(3) Consists of: (a) director's fees paid by the Bank of $11,000; (b)
$14,473 contributed to the ESOP for the benefit of Mr. Parker; and
(c) $8,462 accrued pursuant to a compensation agreement for the
benefit of Mr. Parker. The compensation agreement provides that the
Bank will pay to Mr. Parker or his beneficiary upon Mr. Parker's
retirement after age 55 or in the event of his death or total and
permanent disability, the amount then contained in Mr. Parker's
compensation account, which amount has been calculated based upon the
projected difference between the Bank's defined benefit plan that was
terminated in fiscal 1992 and the defined contribution plan (i.e.,
the Bank's Employees' Savings and Investment Plan) now in effect.
The projected difference between the two plans was based on actuarial
calculations. The maximum amount that Mr. Parker could receive under
his compensation agreement is $165,457, assuming retirement at age
65.
Stock Options
The 1993 Stock Option Plan provides that options to purchase
Common Stock may be granted to key employees (including officers) of the
Corporation and its subsidiaries. The following table sets forth
information regarding the exercise of stock options by Mr. Parker and the
fiscal year-end value of the unexercised options held by Mr. Parker. No
stock options were granted to Mr. Parker during fiscal 1996.
Aggregated Option Exercises in 1996 Fiscal Year and
Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-The-Money-Options
Name on Exercise (#) Realized ($) * Options at Fiscal-Year End (#) At Fiscal Year-End ($) *
Exercisable Unexercisable Exercisable Unexercisable
Donald D. Parker 12,500 $103,125 7,517 37,543 $60,136 $300,344
________
* The dollar values are calculated by determining the difference
between the market value of the underlying Common Stock and the
exercise price of the options at exercise or fiscal year- end,
respectively.
Severance Agreement
The Bank has a two-year severance agreement with Mr. Parker.
The agreement provides that, in the event there is a change in control of
the Corporation or the Bank and Mr. Parker's employment is terminated
involuntarily in connection with such change of control or within 12
months thereafter, Mr. Parker shall be paid his then applicable salary and
health insurance benefits for the remaining term of the agreement plus a
severance amount, payable within 30 days after termination, equal to his
salary and bonuses, if any, for the 12 months immediately preceding the
termination date.
Under the agreement, Mr. Parker's employment will be deemed to
have been terminated involuntarily if, among other things, there is a
material diminution of or interference with his duties, responsibilities
and benefits. Under certain circumstances (for example, if Mr. Parker is
removed from office or permanently prohibited from participating in the
conduct of the Bank's affairs by an order of the Office of Thrift
Supervision), the severance agreement will terminate, but vested rights of
the contracting parties will not be affected.
Report on Executive Compensation
The Personnel Committee of the Board of Directors of the Bank is
responsible for all aspects of the compensation package offered to the
executive officers of the Corporation and the Bank, other than awards
under the 1993 Stock Option Plan. Officers of the Corporation are not
separately compensated for their service in such capacity and are paid
only for their service as officers of the Bank. The 1993 Stock Option
Plan is administered by the Compensation Committee of the Board. The
members of the Personnel Committee of the Board of Directors of the Bank
and the Compensation Committee of the Board of Directors of the
Corporation are identical. Both such Committees are collectively referred
to herein as the "Committee." The following report was prepared by the
members of the Committee.
General Compensation Policies. In recommending and establishing
levels of executive compensation, it is the policy of the Committee to
take into account: (a) job performance and productivity of the executive;
(b) the executive's dependability and cooperation; (c) compensation levels
for executives at other comparable institutions derived from state trade
association surveys or other sources; (d) the executive's responsibility
level during the present period and that anticipated in the future; and
(e) the executive's overall contribution towards achievement of the
Corporation's and the Bank's strategic plans and success of the
Corporation and the Bank. In applying these general policies, the
Committee has sought to ensure that a significant portion of the
compensation paid to senior executive officers be incentive-based since
these individuals have more control over and responsibility for the
direction and performance of the Corporation and the Bank. The
Committee's objective is that there be a greater degree of variability in
the amount of compensation paid to those officers depending on both the
Corporation's and the Bank's performance.
Executive Compensation Package. The compensation package
offered to the executive officers of the Corporation and the Bank consists
of a mix of salary, incentive bonus awards, and awards of stock options,
as well as benefits under several employee benefit plans offered by the
Corporation and the Bank. The Committee periodically reviews the various
aspects of the compensation package offered to executive officers in light
of the policies described above.
In order to attract and retain highly qualified executive
officers, the Committee annually establishes base salary ranges for the
executive officers of the Corporation and the Bank generally at or around
the median range of prevailing market practice as reflected by the savings
institutions and banks in the comparison group. The comparison group used
by the Committee consists of financial institutions, some of which are
mutual in form of organization and others of which are stock organizations
owned by holding companies. In the case of holding companies, only the
operating subsidiaries are considered in the comparison. This comparison
group, since it includes non-public entities, is not identical to the peer
group of companies referred to in the section entitled "Performance
Information." The Chief Executive Officer makes specific recommendations
for salary adjustments (other than his own) within the established ranges
to the Committee based upon the criteria set forth above. The Committee
reviews and fixes the base salary of the Chief Executive Officer based on
similar competitive compensation data and performance related criteria.
In addition to base salary, the Committee seeks to provide a
substantial portion of each executive officer's total compensation through
the Bank's Management Bonus Plan which provides awards based on the
performance of the Bank. The purpose of this plan is to more closely
align executive compensation to the annual and long-term financial
performance of the Bank and to award key employees for the achievement of
certain specified goals.
The Management Bonus Plan allows executive officers to earn cash
bonus awards based upon the Bank's return on average assets before taxes.
The benchmark amount for the plan is set by the Board of Directors of the
Bank in consultation with the Committee. Bonuses are awarded to the
executive officers proportionately by base salary levels.
The executive compensation package of the Corporation and the
Bank also includes stock option grants. Options granted under the 1993
Stock Option Plan have a per share exercise price of 100% of the fair
market value of a share of Common Stock on the date of grant and,
accordingly, the value of the option will be dependent on the future
market value of the Common Stock. It is the policy of the Compensation
Committee that options should provide a long-term incentive and align the
interests of management with the interests of shareholders. In
determining awards under the 1993 Stock Option Plan in the past, the
Compensation Committee has taken into account the individual's years of
service with the Corporation and the Bank, the responsibilities of the
individual within the organization, the skill levels of the individual,
and the potential of the individual to provide leadership for the
organization. The Compensation Committee has also given consideration to
what competing institutions have done in connection with stock option
grants. During fiscal 1996, no options were granted to executive officers
of the Corporation under the 1993 Stock Option Plan.
The Committee's policy with respect to other employee benefit
plans is to provide competitive benefits to employees of the Corporation
and the Bank, including executive officers, to ensure their continued
service with the Corporation and the Bank. In addition, the ESOP provides
employees, including executive officers, with an additional equity-based
incentive to maximize long-term shareholder value. In the Committee's
view, a competitive employee benefit package is essential to achieving the
goal of retaining and attracting highly-qualified employees.
Under Section 162(m) of the Internal Revenue Code, the tax
deduction by corporate taxpayers is limited with respect to the
compensation of certain executive officers above specified limits unless
such compensation is based upon performance objectives meeting certain
regulatory criteria or is otherwise excluded from the limitation. Based
upon current compensation levels and the Committee's commitment to link
compensation with performance as described in this report, the Committee
currently intends to qualify compensation paid to the executive officers
of the Corporation and the Bank for deductibility by the Corporation under
Section 162(m).
Chief Executive Officer Compensation. The compensation paid to
the Chief Executive Officer of the Corporation and the Bank, Donald D.
Parker, reflects the application of the foregoing policies. In addition,
when establishing the salary of the Chief Executive Officer, the Committee
considers the overall success of the Bank in terms of return on assets,
growth and the control of operating expenses. Mr. Parker's salary was
increased 4% to $109,212 for fiscal 1996 from $105,012 in fiscal 1995. In
fixing the Chief Executive Officer's fiscal 1996 salary, the Committee
considered the salaries offered by the savings institutions and banks in
the comparison group described above, the Bank's return on assets for
fiscal 1995 of 1.09% as compared with 1.27% for fiscal 1994, the increase
in the Corporation's assets from $196 million in fiscal 1994 to $239
million in fiscal 1995, and the stability of the Corporation's ratio of
operating expenses to average assets which remained constant at 2.00% in
fiscal 1994 and 1995.
In addition to his base salary, Mr. Parker also received an
award of $30,163 (or 28% of his salary) under the Management Bonus Plan.
The payment of the bonus was contingent upon the achievement of the
targeted performance goal described above.
FCB Financial Corp. Compensation Committee
Fox Cities Bank, F.S.B. Personnel Committee
Richard A. Bergstrom
David L. Erdmann (Chairman)
William A. Raaths
Certain Transactions
Since the beginning of the last fiscal year, certain directors
and executive officers of the Corporation and the Bank entered into new
loans or had loans outstanding with the Bank. Pursuant to the Bank's
current policy, all such loans were made in the ordinary course of
business and on substantially the same terms and conditions (including
interest rates and collateral) as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans
outstanding during such period to immediate family members of directors
and executive officers of the Corporation and the Bank were also made in
accordance with such terms.
On September 23, 1993, the Corporation loaned $1,800,000 to the
ESOP to allow the ESOP to purchase Common Stock in the Conversion. The
loan has a ten-year term and bears interest at a rate of 6.5%. At May 31,
1996, $1,140,822 was outstanding under this loan.
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis changes since
September 24, 1993 (the date on which the Common Stock was first publicly
traded) in (a) the total shareholder return on the Common Stock, (b) the
total return of companies in the Nasdaq Total Return Index, and (c) the
total return of companies in the SNL Thrift Index consisting of a peer
group of publicly traded savings and loan institutions. The total return
information presented in the graph assumes the reinvestment of dividends.
The graph assumes $100 was invested on September 24, 1993 in Common Stock,
the Nasdaq Total Return Index and the SNL Thrift Index.
Comparison of Cumulative
Total Return Among FCB Financial Corp.,
Nasdaq Total Return Index and SNL Thrift Index
[Performance Graph]
9/24/93 3/31/94 3/31/95 3/31/96
FCB Financial Corp. $100 $136 $159 $194
Nasdaq Total Return Index $100 $ 98 $109 $149
SNL Thrift Index $100 $ 97 $113 $159
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Wipfli Ullrich Bertelson CPAs served as the Corporation's
independent auditors for the fiscal year ended March 31, 1996. The Board
has reappointed Wipfli Ullrich Bertelson CPAs to continue as independent
auditors for the Corporation for the fiscal year ending March 31, 1997,
subject to the ratification of such appointment by the shareholders.
Representatives of Wipfli Ullrich Bertelson CPAs are expected to be
present at the Annual Meeting with the opportunity to make a statement if
they so desire. Such representatives are also expected to be available to
respond to appropriate questions.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF WIPFLI ULLRICH BERTELSON AS THE
INDEPENDENT AUDITORS OF THE CORPORATION. UNLESS MARKED TO THE CONTRARY,
THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED PRIOR TO, OR
AT THE ANNUAL MEETING, AND NOT REVOKED, WILL BE VOTED "FOR" THE
RATIFICATION OF THE APPOINTMENT OF SUCH AUDITORS.
MISCELLANEOUS
Shareholder Proposals
Proposals which shareholders of the Corporation intend to
present at and have included in the Corporation's proxy statement for the
1997 annual meeting must be received by the Corporation by the close of
business on February 19, 1997. In addition, a shareholder who otherwise
intends to present business at the 1997 annual meeting must comply with
the requirements set forth in the Corporation's Bylaws. Among other
things, to bring business before an annual meeting, a shareholder must
give written notice thereof to the Secretary of the Corporation in advance
of the meeting in compliance with the terms and within the time periods
specified in the Bylaws.
Other Matters
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's executive officers and directors to file reports of
ownership and changes in ownership of Common Stock with the Securities and
Exchange Commission. The regulations of the Securities and Exchange
Commission require executive officers and directors to furnish the
Corporation with copies of all Section 16(a) forms they file. Based on a
review of such forms, the Corporation believes that all its executive
officers and directors have complied with the Section 16(a) filing
requirements for the fiscal year ended March 31, 1996.
The cost of soliciting proxies will be borne by the Corporation.
In addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Corporation. The Corporation has retained Chemical Mellon Shareholder
Services to assist in the solicitation of proxies from brokers, banks and
other nominees for a fee of $500 plus out-of-pocket expenses. The
Corporation will also reimburse brokers and other nominees for their
expenses in communicating with the persons for whom they hold Common
Stock.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-K (INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
SCHEDULES, BUT NOT INCLUDING EXHIBITS THERETO), AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, TO EACH PERSON WHO IS A RECORD OR
BENEFICIAL OWNER OF COMMON STOCK AS OF THE RECORD DATE FOR THE ANNUAL
MEETING. A WRITTEN REQUEST FOR A FORM 10-K SHOULD BE DIRECTED TO PHILLIP
J. SCHOOFS, VICE PRESIDENT AND TREASURER, FCB FINANCIAL CORP., 108 EAST
WISCONSIN AVENUE, NEENAH, WISCONSIN 54956.
By Order of the Board of Directors
FCB FINANCIAL CORP.
Harold L. Hermansen
Secretary
June 19, 1996
PROXY
FCB FINANCIAL CORP.
108 East Wisconsin Avenue
Neenah, Wisconsin 54956
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Donald D. Parker and Phillip J. Schoofs,
and each of them, as Proxies with the power of substitution (to act
jointly or if only one acts then by that one) and hereby authorizes them
to represent and to vote as designated on the reverse side all of the
shares of Common Stock of FCB Financial Corp. held of record by the
undersigned on May 31, 1996, at the annual meeting of shareholders to be
held on July 22, 1996, or any adjournment or postponement thereof.
(Continued on reverse side)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FOLD AND DETACH HERE
This proxy when properly executed will be voted in Please mark
the manner directed herein by the undersigned your votes as
shareholder. If no direction is made, this proxy indicated
will be voted "FOR" the election of the Board's in the
nominees and "FOR" Item 2. example [X]
1. Election of Directors
FOR all Terms expiring at the 1999 Annual Meeting:
nominees WITHHOLD R. Bergstrom and W. Schmidt
listed AUTHORITY
(except as to vote for INSTRUCTION: To withhold authority to
marked to the all nominees vote for any individual nominee, write
contrary) listed that nominee's name in the space provided
below.
[_] [_]
2. To ratify the selection 3. IN THEIR DISCRETION, I plan to attend
of Wipfli Ullrich THE PROXIES ARE the meeting.
Bertelson CPAs as the AUTHORIZED TO VOTE [_]
independent auditors for UPON SUCH OTHER
the fiscal year ending BUSINESS AS MAY
March 31, 1997. PROPERLY COME BEFORE
THE MEETING.
FOR AGAINST ABSTAIN
[_] [_] [_]
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
DATED:______________________, 1996.
_____________________________________
Signature
_____________________________________
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FOLD AND DETACH HERE
FCB Financial Corp.
Annual Meeting of Shareholders
Monday, July 22, 1996
2:00 p.m. - C.T.
at the
Valley Inn
123 East Wisconsin Avenue
Neenah, Wisconsin 54956