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 or Contact: James J. Rothenbach
Donald D. Parker (414) 236-3680
(414) 727-3427 or (414) 727-3429
FCB FINANCIAL CORP. AND OSB FINANCIAL CORP.
ANNOUNCE MERGER OF EQUALS
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.
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.
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.