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
____________________
Date of Report
(Date of earliest
event reported): November 13, 1996
FCB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Wisconsin 0-22066 39-1760287
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
108 East Wisconsin Avenue, Neenah, Wisconsin 54956
(Address of principal executive offices, including zip code)
(414) 727-3400
(Registrant's telephone number)
Item 5. Other Events
FCB Financial Corp., a Wisconsin corporation ("FCB) and parent
company of Fox Cities Bank, F.S.B., and OSB Financial Corp., a Wisconsin
corporation ("OSB") and parent company of Oshkosh Savings Bank, F.S.B.,
have entered into an Agreement and Plan of Merger, dated as of November
13, 1996 (the "Merger Agreement"), providing for the merger of OSB with
and into FCB (the "Merger"), pursuant to a merger of equals transaction.
FCB will be the surviving corporation in the Merger (the "Surviving
Corporation") and will continue to operate under the name FCB Financial
Corp. The Merger Agreement has been approved by the Boards of Directors
of both of the constituent companies and, subject to shareholder approval
of both FCB and OSB shareholders as well as various regulatory approvals,
the Merger is expected to be completed during the second quarter of 1997.
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.
(the "Surviving Bank").
Under the terms of the Merger Agreement, each share of common
stock, $.01 par value, of OSB (the "OSB Common Stock") issued and
outstanding immediately prior to the effectiveness of the Merger (the
"Effective Time") will (except as otherwise provided below) be cancelled
and converted into the right to receive 1.46 shares (the "OSB Exchange
Ratio") of the common stock, $.01 par value, of FCB (the "FCB Common
Stock") plus cash in lieu of any fractional shares. All shares of OSB
Common Stock (i) owned by OSB as treasury stock, (ii) owned by the OSB
Management Development and Recognition Plans and not allocated to
participants thereunder or (iii) owned by FCB will be cancelled and no FCB
Common Stock or other consideration will be given in exchange therefor.
Shares of FCB Common Stock which are issued and outstanding at the time of
the Merger will not be affected by the Merger and will remain outstanding
as the same number of shares of the Surviving Corporation. Each option
granted by OSB under the terms of the OSB Financial Corp. 1992 Stock
Option and Incentive Plan (the "OSB Option Plan") which is outstanding and
unexercised prior to the Effective Time will be converted into an option
to purchase shares of FCB Common Stock equal to the product of the number
of shares of OSB Common Stock subject to the original option and the OSB
Exchange Ratio (with fractional shares being rounded up to the nearest
whole number) and will have an exercise price per share equal to the
exercise price under the original option divided by the OSB Exchange Ratio
(with the exercise price rounded down to the nearest whole cent).
At the Effective Time, it is expected that the quarterly cash
dividend of the Surviving Corporation will remain at the current FCB level
of $.18 per share. Subsequent dividend policy will be developed by the
Board of Directors of the Surviving Corporation.
The Merger is subject to customary closing conditions,
including, without limitation, the receipt of required shareholder
approvals of FCB and OSB; the receipt of regulatory approvals, including
approval of the Office of Thrift Supervision, to consummate the Merger;
and the receipt of opinions of counsel that the Merger will qualify as a
tax-free reorganization. In addition, the Merger is conditioned upon the
effectiveness of a registration statement to be filed by FCB with the
Securities and Exchange Commission with respect to shares of FCB Common
Stock to be issued in the Merger. It is anticipated that shareholders
will vote upon the Merger at special meetings of shareholders held by both
FCB and OSB in the second quarter of 1997.
The Merger Agreement contains certain covenants of the parties
pending the consummation of the Merger. Generally, the parties must carry
on their businesses in the ordinary course consistent with past practice,
may not declare dividends on common stock other than regular quarterly
cash dividends and may not issue any capital stock except pursuant to
outstanding stock options. The Merger Agreement also contains
restrictions on, among other things, charter and bylaw amendments,
acquisitions, dispositions of assets, incurrence of indebtedness, certain
increases in employee compensation and benefits, the satisfaction of
material claims, liabilities or obligations, and material changes to the
investment securities portfolio or gap position of FCB or OSB. (See
Article V of the Merger Agreement.)
The Merger Agreement provides that, after the Effective Time,
the corporate headquarters of the Surviving Corporation will be located in
Oshkosh, Wisconsin. The Surviving Corporation's Board of Directors, which
will be divided into three classes, will consist of a total of 14
directors, 7 of whom will be selected by FCB and 7 of whom will be
selected by OSB. Mr. Donald D. Parker, the current Chairman of the Board,
President and Chief Executive Officer of FCB, will serve as Chairman of
the Board of Directors of the Surviving Corporation and the Surviving
Bank. Mr. James J. Rothenbach, the current President and Chief Executive
Officer of OSB, will serve as President and Chief Executive Officer of the
Surviving Corporation and the Surviving Bank. Mr. Phillip J. Schoofs, the
current Vice President and Treasurer of FCB, will serve as the Vice
President, Treasurer and Chief Financial Officer of the Surviving
Corporation and the Surviving Bank. (See Article I of the Merger
Agreement.)
The Merger Agreement may be terminated under certain
circumstances, including (i) by mutual consent of the parties; (ii) by
either party within 20 days of the date of the Merger Agreement (30 days
in the case of environmental issues) if such party determines, upon
completion of its due diligence, that the Merger would not be in the best
interests of such party or its shareholders; (iii) by either party if the
Merger is not consummated by September 30, 1997; (iv) by either party if
either of FCB's or OSB's shareholders vote against the Merger or if any
state or federal law or court order prohibits the Merger; (v) by the non-
breaching party if there exist breaches of any representations or
warranties contained in the Merger Agreement or in the Stock Option
Agreements (as hereinafter defined), which breaches, individually or in
the aggregate, would result in a material adverse effect on the breaching
party and which are not cured within thirty (30) days after notice; (vi)
by the non-breaching party if there occurs a material breach of any
covenant or agreement in the Merger Agreement or in the Stock Option
Agreements which is not cured within thirty (30) days after notice; (vii)
by either party if the Board of Directors of the other party shall
withdraw or adversely modify its recommendation of the Merger or shall
approve or recommend any competing transaction; or (viii) by either party,
under certain circumstances, as a result of a third party tender offer or
business combination proposal which such party, pursuant to its directors'
fiduciary duties, is, in the opinion of such party's counsel and after the
other party has first been given an opportunity to make concessions and
adjustments in the terms of the Merger Agreement, required to accept.
(See Article VIII of the Merger Agreement.)
The Merger Agreement provides that if a breach described in
clause (v) or (vi) of the previous paragraph occurs, then, if such breach
is not willful, the non-breaching party will be entitled to reimbursement
of its out-of-pocket expenses, not to exceed $200,000. In the event of a
willful breach, the non-breaching party will be entitled to its out-of-
pocket expenses (which shall not be limited to $200,000) and any remedies
it may have at law or in equity, and provided that if, at the time of the
breaching party's willful breach, there shall have been a third party
tender offer or business combination proposal which shall not have been
rejected by the breaching party or withdrawn by the third party, then such
breaching party at the time of termination of the Merger Agreement, will
pay to the non-breaching party an additional aggregate fee equal to $1.0
million. The Merger Agreement also requires payment of an aggregate
termination fee of $1.0 million, together with reimbursement of out-of-
pocket expenses, by one party (the "Target Party") to the other party, if
the Merger Agreement is terminated (a) as a result of the acceptance by
the Target Party of a third party tender offer or business combination
proposal, (b) as a result of the Target Party's material failure to
convene a meeting of shareholders while a third party tender offer or
business combination proposal remains outstanding, (c) following a failure
of the shareholders of the Target Party to approve the Merger while a
third party tender offer or business combination proposal remains
outstanding or, (d) the Board of Directors of either party to the Merger
withdraws or modifies its recommendation of the Merger Agreement, approves
or recommends any business combination with a third party, or resolves to
take any of the foregoing actions. The termination fees (exclusive of any
amounts paid for the reimbursement of expenses) payable by FCB or OSB
under the foregoing provisions plus the aggregate amount which could be
payable by FCB or OSB under the Stock Option Agreements may not exceed
$1.5 million in the aggregate.
Concurrently with the Merger Agreement, FCB and OSB have also
entered into reciprocal stock option and trigger payment agreements (the
"Stock Option Agreements") granting each other irrevocable options to
purchase up to 19.9% of the other party's shares of common stock issued
and outstanding as of November 13, 1996 at an exercise price of $24.375
per share of OSB Common Stock and $18.875 per share of FCB Common Stock.
Each option is exercisable only if the Merger Agreement should become
terminable in a case where a termination fee would be payable to the
holder of the option. A party whose option becomes exercisable (the
"Exercising Party") will have the right to receive, under certain
circumstances, the difference between the exercise price and the then
current market price of the shares subject to option and may request that
the other party repurchase from it all or any portion of the Exercising
Party's option at the price specified in the Stock Option Agreements.
(See the Stock Option Agreements.)
The Merger, which will be accounted for as a purchase
transaction for accounting purposes, will create the largest independent
thrift institution headquartered in the Fox River Valley area of
Wisconsin. It is expected that the Surviving Corporation will continue to
provide full service banking from each of the existing 13 Fox Cities Bank,
F.S.B. and Oshkosh Savings Bank, F.S.B. offices located in various cities
throughout the region. Based on data as of September 30, 1996, the
Surviving Corporation 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
Surviving Corporation also will have in excess of $220 million of mortgage
loans that it originated and services for others. It is currently
estimated that the combination of various functions and other economies of
scale when implemented will result in annual pre-tax savings for the
Surviving Corporation on a net basis of approximately $800,000.
The Merger Agreement, the joint press release issued in
conjunction therewith and the Stock Option Agreements are filed as
exhibits to this Current Report on Form 8-K and are incorporated herein by
reference. The brief summaries of the material provisions of the Merger
Agreement and the Stock Option Agreements set forth above are qualified in
their entirety by reference to each respective agreement filed as an
exhibit hereto.
This Current Report on Form 8-K 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 Surviving Corporation 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 undertakes no obligation to
update publicly such statements to reflect subsequent events or
circumstances.
Item 6. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
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.
FCB FINANCIAL CORP.
Date: November 20, 1996 By: /s/ Donald D. Parker
Donald D. Parker
Chairman of the Board, President
and Chief Executive Officer
FCB FINANCIAL CORP.
EXHIBIT INDEX TO FORM 8-K
Report Dated November 13, 1996
(2.1) Agreement and Plan of Merger, dated as of
November 13, 1996, by and between FCB Financial
Corp. and OSB Financial Corp.*
(2.2) Stock Option and Trigger Payment Agreement, dated
as of November 13, 1996, by and between FCB
Financial Corp. and OSB Financial Corp.
(2.3) Stock Option and Trigger Payment Agreement, dated
as of November 13, 1996, by and between OSB
Financial Corp. and FCB Financial Corp.
(99) Joint Press Release of FCB Financial Corp. and OSB
Financial Corp., dated November 14, 1996.
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* The schedules to this document are not being filed herewith.
The Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon
request.