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): May 1, 1997
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)
420 South Koeller Street, Oshkosh, Wisconsin 54902
(Address of principal executive offices, including zip code)
(414) 727-3400
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
Effective at the close of business on May 1, 1997, OSB Financial
Corp. ("OSB"), a Wisconsin corporation, was merged (the "Merger") with and
into FCB Financial Corp., a Wisconsin corporation ("FCB"), with FCB as the
surviving corporation. The Merger was consummated in accordance with the
terms of an Agreement and Plan of Merger, dated November 13, 1996 (the
"Merger Agreement"), between FCB and OSB. The Merger Agreement is filed
as an exhibit to this Current Report on Form 8-K. Matters with respect to
the Merger were approved by shareholders of FCB and OSB at special
meetings of shareholders of such companies held on April 24, 1997.
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 was
(except as otherwise provided below) cancelled and converted into the
right to receive 1.46 shares of the common stock, $.01 par value, of FCB
(the "FCB Common Stock") plus cash in lieu of any fractional share. 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 have been cancelled and
no FCB Common Stock or other consideration was given in exchange therefor.
Of the 1,157,534 shares of OSB Common Stock issued and outstanding at the
effective time of the Merger, 48,650 shares were cancelled pursuant to the
preceding sentence and the remaining 1,108,884 shares were converted into
shares of FCB Common Stock and cash in lieu of fractional shares as
described above. Shares of FCB Common Stock which were issued and
outstanding at the time of the Merger were not affected by the Merger and
remain outstanding. In connection with the Merger, Oshkosh Savings Bank,
F.S.B., a federally chartered stock savings association and a subsidiary
of OSB, was merged with and into Fox Cities Bank, F.S.B., a federally
chartered stock savings association and a subsidiary of FCB ("Fox Cities
Bank"). Fox Cities Bank was the surviving corporation in that merger.
Pursuant to the terms of the Merger Agreement, directors of OSB,
namely David L. Baston, Thomas C. Butterbrodt, Dr. Edwin L. Downing,
David L. Geurden, David L. Omachinski, James J. Rothenbach and Ronald L.
Tenpas, were added to the Board of Directors of FCB effective as of the
effective time of the Merger. In addition, each of Donald D. Parker,
James J. Rothenbach, Phillip J. Schoofs, Harold L. Hermansen, and Theodore
W. Hoff have entered into employment agreements with FCB and Fox Cities
Bank (the "Employment Agreements"). Pursuant to the Employment
Agreements, each of the above will serve as officers of Fox Cities Bank:
Mr. Parker will serve as Chairman of the Board; Mr. Rothenbach will serve
as President and Chief Executive Officer; Mr. Schoofs will serve as Vice
President, Treasurer and Chief Financial Officer; Mr. Hermansen will serve
as Vice President-Retail Lending and Secretary; and Mr. Hoff will serve as
Vice President-Retail Sales and Service. The foregoing individuals will
also serve as officers of FCB in accordance with the Employment
Agreements. Copies of the Employment Agreements are filed as exhibits to
this Current Report on Form 8-K.
Additional information regarding the Merger, including a
description of the terms of the Merger and the securities issuable in
connection therewith and the other transactions contemplated thereby was
previously reported (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) in the definitive
Joint Proxy Statement/Prospectus of FCB and OSB, dated March 12, 1997.
The information in the Joint Proxy Statement/Prospectus responsive to the
requirements of this Item 2 is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a)-(b) Substantially the same information as that required by
paragraphs (a) and (b) of this Item 7 was previously reported (as defined
in Rule 12b-2 under the Exchange Act) in the definitive Joint Proxy
Statement/Prospectus of FCB and OSB, dated as of March 12, 1997. Such
information is incorporated herein by reference.
(c) The exhibits furnished with this Current Report on Form 8-K
are listed on the attached Exhibit Index.
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 thereunto duly authorized.
FCB FINANCIAL CORP.
May 12, 1997 By: /s/ Donald D. Parker
Donald D. Parker
Chairman of the Board
By: /s/ James J. Rothenbach
James J. Rothenbach
President and Chief Executive Officer
FCB FINANCIAL CORP.
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger between FCB Financial Corp. and
OSB Financial Corp., dated November 13, 1996* [Incorporated
by reference to Exhibit 2.1 to FCB Financial Corp.'s
Registration Statement on Form S-4 (Reg. No. 333-23177)]
2.2 Employment Agreement with Donald D. Parker, dated May 1,
1997
2.3 Employment Agreement with James J. Rothenbach, dated May 1,
1997
2.4 Employment Agreement with Phillip J. Schoofs, dated May 1,
1997
2.5 Employment Agreement with Theodore W. Hoff, dated May 1,
1997
2.6 Employment Agreement with Harold L. Hermansen, dated May 1,
1997
20.1 Joint Proxy Statement/Prospectus, dated March 12, 1997, of
FCB Financial Corp. and OSB Financial Corp. used in
connection with special meetings of shareholders held on
April 24, 1997 [Incorporated by reference to FCB Financial
Corp.'s Registration Statement on Form S-4 (Reg. No.
333-23177)]
23.1 Consent of Wipfli Ullrich Bertelson LLP
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* The schedules to this document are neither incorporated by reference
herein nor filed herewith. FCB Financial Corp. agrees to furnish
supplementally a copy of any omitted schedule to the Securities and
Exchange Commission upon request.