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
14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] 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 ] No fee required.
[ ] 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 of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
[FCB Financial Corp. Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 28, 1997
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
28, 1997, 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 four directors to hold office until the annual
meeting of shareholders in 2000 and until their successors are duly
elected and qualified.
2. To ratify the selection of Wipfli Ullrich Bertelson LLP as
the independent auditors of the Corporation for the fiscal year ending
March 31, 1998.
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 30, 1997 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
Oshkosh, Wisconsin
June 26, 1997
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.
420 South Koeller Street
Oshkosh, Wisconsin 54902
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 28, 1997
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 26, 1997 in connection with a
solicitation of proxies by the Board for use at the annual meeting of
shareholders to be held on Monday, July 28, 1997, 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 four persons nominated
for election as directors referred to herein, FOR the proposal to ratify
the selection of Wipfli Ullrich Bertelson LLP as the Corporation's
independent auditors for the fiscal year ending March 31, 1998, 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 30, 1997
are entitled to vote at the Annual Meeting. On that date, the Corporation
had outstanding and entitled to vote 4,099,022 shares of Common Stock,
each of which is entitled to one vote per share.
On May 1, 1997, OSB Financial Corp. ("OSB") merged with and into
the Corporation (the "Merger") and the outstanding shares of OSB common
stock were converted into shares of Common Stock. In addition, Oshkosh
Savings Bank, F.S.B., a subsidiary of OSB, was merged into Fox Cities
Bank, F.S.B. (the "Bank"). The Bank is a wholly-owned subsidiary of the
Corporation. In connection with the Merger, the Board and the Board of
Directors of the Bank were enlarged to include a total of 14 directors.
David L. Baston, Thomas C. Butterbrodt, Edwin L. Downing, David L.
Geurden, David L. Omachinski, James J. Rothenbach and Ronald L. Tenpas,
who were all directors of OSB prior to the Merger, were added to the Board
as well as to the Board of Directors of the Bank. Additionally, Mr.
Rothenbach, formerly the President and Chief Executive Officer of OSB, was
elected President and Chief Executive Officer of the Corporation and the
Bank, and Theodore W. Hoff, formerly the Vice President-Retail Sales and
Service of Oshkosh Savings Bank, F.S.B. was elected Vice President-Retail
Sales and Service of the Corporation and the Bank.
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that the
directors be divided into three classes, with staggered terms of three
years each. At the Annual Meeting, the shareholders will elect four
directors to hold office until the annual meeting of shareholders in the
year 2000 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 four 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 30,
1997, 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 2000 Annual Meeting
David L. Baston, 53, has been the owner of Superior Great Lakes, Inc. (a
coffee distributor) since August 1996. Previously, he was a consultant to
small businesses. Mr. Baston was appointed a director of the Corporation
and the Bank on May 1, 1997. Prior thereto, he had served as a director
of OSB since 1992.
Walter H. Drew, 62, 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 in
1993 and a director of the Bank since 1984.
Donald S. Koskinen, 68, 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 in 1993 and as a director of the Bank since 1965.
Ronald L. Tenpas, 53, has served as the President of Office Environment,
Inc. (an advisor to businesses) since January 1, 1995. He retired as
President and sole owner of Valley Business Equipment, Inc. (an office
equipment company) in 1994. Mr. Tenpas was appointed a director of the
Corporation and the Bank on May 1, 1997. Prior thereto, he had served as
a director of OSB since 1992.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" ALL 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"
ALL NOMINEES.
Directors Continuing in Office
Terms Expiring at the 1998 Annual Meeting
David L. Erdmann, 52, is the Chairman and Chief Executive Officer 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 in 1993 and a director of the Bank
since 1987.
David L. Geurden, 52, is the President of Hrnaks Flowerland Inc. (a retail
florist). Mr. Geurden was appointed a director of the Corporation and the
Bank on May 1, 1997. Prior thereto, he had served as a director of OSB
since 1992.
David L. Omachinski, 45, has served as the Vice President/Finance,
Treasurer and Chief Financial Officer of Oshkosh B'Gosh, Inc. (a clothing
manufacturer) since 1993. Prior to joining Oshkosh B'Gosh, Mr. Omachinski
was the Executive Vice President and Chief Operating Officer of Schumaker,
Romensko & Associates (an accounting firm). Mr. Omachinski was appointed
a director of the Corporation and the Bank on May 1, 1997. Prior thereto,
he had served as a director of OSB since 1994.
Donald D. Parker, 58, has served as Chairman of the Board of the
Corporation since May 1, 1997. Mr. Parker also serves as Chairman of the
Board of the Bank. Mr. Parker served as Chairman of the Board, President
and Chief Executive Officer of the Corporation from its incorporation in
1993 until May 1, 1997. Mr. Parker has served as Chairman of the Board of
the Bank since 1986, and from 1980 to May 1, 1997 Mr. Parker was also the
President and Chief Executive Officer of the Bank. Mr. Parker joined the
Bank in 1967. Mr. Parker has served as a director of the Corporation
since its incorporation in 1993 and as a director of the Bank since 1978.
William A. Raaths, 50, 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.
Terms Expiring at the 1999 Annual Meeting
Richard A. Bergstrom, 47, 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 in 1993 and as a
director of the Bank since 1989.
Thomas C. Butterbrodt, 62, has been a consultant to the Berlin Foundry
Corporation (an iron casting production company) since May 1995.
Previously, he served as President of Berlin Foundry. Mr. Butterbrodt was
appointed a director of the Corporation and the Bank on May 1, 1997.
Prior thereto, he had served as a director of OSB since 1992.
Dr. Edwin L. Downing, 59, is an ophthalmologist in private practice. Dr.
Downing was appointed a director of the Corporation and the Bank on May 1,
1997. Prior thereto, he had served as a director of OSB since 1992.
James J. Rothenbach, 47, has served as the President and Chief Executive
Officer of the Corporation and the Bank since May 1, 1997. Mr. Rothenbach
was the President and Chief Executive Officer of OSB and Oshkosh Savings
Bank, F.S.B. from June 1995 until joining the Corporation and the Bank in
connection with the Merger. Mr. Rothenbach was the President and Chief
Executive Officer of Bank One, Stevens Point, Wisconsin, from February
1990 until June 1995. Mr. Rothenbach was appointed a director of the
Corporation and the Bank on May 1, 1997. Prior thereto, he had served as
a director of OSB since 1995.
William J. Schmidt, 59, is the Chairman of the Board of U.S. Oil Co., Inc.
(a petroleum distributor). Mr. Schmidt has been a director of the
Corporation and the Bank since 1993.
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. During fiscal 1997, all
directors served on the Audit Committee. Mr. Parker was excused from
Audit Committee meetings when the internal audit functions were discussed.
Since May 1, 1997, the Audit Committee has consisted of Dr. Downing and
Messrs. Geurden, Koskinen (Co-Chairman), Omachinski (Co-Chairman), Raaths
and Schmidt. The Audit Committee held one meeting in fiscal 1997. The
Compensation Committee consists of 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 Corporation's stock option plans.
During fiscal 1997, Messrs. Bergstrom, Erdmann (Chairman) and Raaths were
the members of the Compensation and Personnel Committees. Since May 1,
1997, the Compensation and Personnel Committees have consisted of Messrs.
Baston, Bergstrom, Butterbrodt (Co-Chairman), Erdmann (Co-Chairman),
Raaths and Tenpas. The Compensation Committee held three meetings in
fiscal 1997. 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. During fiscal 1997, Messrs. Drew, Koskinen
(Chairman), Parker and Schmidt were the members of the Nominating
Committee. The members of the Nominating Committee for fiscal 1998 have
not yet been selected. The Nominating Committee held one meeting in
fiscal 1997.
The Board held 18 meetings during the fiscal year ended March
31, 1997. During fiscal 1997, each director of the Corporation attended
at least 77% 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. 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, 1997 was 7.2%. 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.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth information, as of May 30, 1997,
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 Percent
Beneficial of
Name of Beneficial Owner Ownership(1) Class
Donald D. Parker . . . . . . . . 80,622(2) 1.95%
James J. Rothenbach . . . . . . . 29,633(3) *
David L. Baston . . . . . . . . . 32,010(4) *
Richard A. Bergstrom . . . . . . 56,419(5) 1.37
Thomas C. Butterbrodt . . . . . . 46,720(6) 1.14
Edwin L. Downing . . . . . . . . 17,074 *
Walter H. Drew . . . . . . . . . 39,153(7) *
David L. Erdmann . . . . . . . . 36,919(8) *
David L. Geurden . . . . . . . . 30,762(9) *
Donald S. Koskinen . . . . . . . 56,419 1.37
David L. Omachinski . . . . . . . 6,880(10) *
William A. Raaths . . . . . . . . 6,019(11) *
William J. Schmidt . . . . . . . 20,219(12) *
Ronald L. Tenpas . . . . . . . . 23,059(13) *
All directors, nominees and
executive officers
as a group (17 persons) . . . . . 559,641(14) 13.22
-----------------------
* Less than 1%
(1) Includes the following shares subject to stock options which are
currently exercisable or exercisable within 60 days of May 30, 1997:
Mr. Parker, 33,543 shares; Mr. Rothenbach, 20,696 shares; Mr. Baston,
4,380 shares; Mr. Bergstrom, 5,819 shares; Mr. Butterbrodt, 2,190
shares; Dr. Downing, 4,380 shares; Mr. Drew, 5,819 shares; Mr.
Erdmann, 5,819 shares; Mr. Geurden, 4,380 shares; Mr. Koskinen, 5,819
shares; Mr. Omachinski, 4,380 shares; Mr. Raaths, 5,819 shares; Mr.
Schmidt, 5,819 shares; Mr. Tenpas, 4,380 shares; and all directors,
nominees and executive officers as a group, 134,144 shares.
(2) Includes 21,266 shares held by a revocable trust, 2,053 shares held
by Mr. Parker's spouse and 7,219 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. The shares owned by Mr. Parker include
4,000 shares acquired on April 2, 1997 upon exercise of a stock
option.
(3) Includes 652 shares credited to Mr. Rothenbach's account under the
ESOP. Mr. Rothenbach shares voting and investment power over the
shares held by the ESOP.
(4) Includes 22,374 shares held by Mr. Baston and his spouse as joint
tenants and 2,628 shares held by Mr. Baston's spouse. Mr. Baston
shares voting and investment power over such shares.
(5) 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.
(6) Includes 44,530 shares held by Mr. Butterbrodt and his spouse as
joint tenants over which Mr. Butterbrodt shares voting and investment
power.
(7) Includes 10,000 shares held by Mr. Drew and his spouse as joint
tenants over which Mr. Drew shares voting and investment power.
(8) 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.
(9) Includes 3,164 shares held by Mr. Geurden's spouse over which he
shares voting and investment power; 6,332 shares held by a
corporation owned by Mr. Geurden; 100 shares in Mr. Geurden's
corporation's profit sharing plan; and 350 shares held by Mr. Geurden
as custodian for his daughter. Mr. Geurden shares voting and
investment power over an additional 16,436 shares which he holds in
joint tenancy with his spouse.
(10) Includes 2,500 shares held by Mr. Omachinski and his spouse as joint
tenants over which Mr. Omachinski shares voting and investment power.
(11) Includes 200 shares held by Mr. Raaths and his spouse as joint
tenants over which Mr. Raaths shares voting and investment power.
(12) Includes 3,000 shares held in trust over which Mr. Schmidt shares
voting and investment power.
(13) Includes 1,230 shares held in trust and 189 shares held as custodian
for Mr. Tenpas's grandchild.
(14) The total does not include 276,322 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. Baston,
Bergstrom, Butterbrodt, Erdmann, Raaths and Tenpas serves as the
Trustee of the ESOP.
Other Beneficial Owner
The following table sets forth information regarding beneficial
ownership by the only other person 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)
420 South Koeller Street
Oshkosh, WI 54902 176,195 119,409 176,195 119,409 295,604 7.21%
-----------------------
(1) The Trustee of the ESOP is a committee consisting of Messrs. Baston,
Bergstrom, Butterbrodt, Erdmann, Raaths and Tenpas. 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 30, 1997. As of such date, 119,409 shares under the
ESOP had been released for allocation to the accounts of
participating employees.
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, 1997. The compensation reflected in the table is for service as
an executive officer of both the Corporation and the Bank.
Summary Compensation Table
Annual
Compensation(1)
Name and Fiscal All Other
Principal Position Year Salary Bonus(2) Compensation
Donald D. Parker, 1997 $113,040 $33,912 $35,947(3)
Chairman of the Board 1996 109,212 30,163 33,935
of the Corporation and 1995 105,012 17,394 38,192
the Bank(4)
------------------
(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 $12,500; (b)
$14,571 contributed to the ESOP for the benefit of Mr. Parker; and
(c) $8,876 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 $165,457, assuming retirement at age
65.
(4) At the effective time of the Merger on May 1, 1997, Mr. Parker became
Chairman of the Board of the Corporation and the Bank. Mr. Parker
was succeeded as President and Chief Executive Officer of the
Corporation and the Bank at that time by James J. Rothenbach. Mr.
Parker served as Chairman of the Board, President and Chief Executive
Officer at all times during the fiscal year ended March 31, 1997.
Stock Options
The Corporation's 1993 Stock Option and Incentive Plan provides
that options to purchase Common Stock may be granted to key employees
(including officers) of the Corporation and its subsidiaries. The
following table sets forth information regarding the fiscal year-end value
of the unexercised options held by Mr. Parker. No stock options were
granted to or exercised by Mr. Parker during fiscal 1997.
Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of Unexercised
Name Options at Fiscal-Year In-The-Money-Options
End (#) At Fiscal Year-End ($) *
Exercisable Unexercisable Exercisable Unexercisable
Donald D. Parker 37,543 0 $534,988 -
-------------------
* 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 fiscal year-end.
Employment Agreements
In connection with the Merger, Mr. Parker entered into a new
employment agreement (the "Parker Agreement") with the Corporation and the
Bank for a term expiring on October 31, 1999. During its term, the Parker
Agreement provides that Mr. Parker will serve as Chairman of the Board of
the Corporation and the Bank.
The Parker Agreement establishes Mr. Parker's annual salary at
$139,200, which salary is subject to upward adjustment, as well as
provides for the payment of certain other benefits. The Parker Agreement
provides that Mr. Parker may be terminated (i) in the event he becomes
totally and permanently disabled, (ii) for Just Cause (as such term is
defined in the Parker Agreement) or without cause, in which case Mr.
Parker would continue to receive his salary and benefits for the term of
the Parker Agreement. Additionally, Mr. Parker may terminate the Parker
Agreement in the event there is (without his express written consent) a
material diminution or interference with Mr. Parker's duties,
responsibilities and benefits as Chairman of the Board of the Corporation
and the Bank. In the case of such a termination, Mr. Parker would
continue to receive his salary and benefits for the term of the Parker
Agreement. The Parker Agreement also contains a covenant not to compete
which prevents Mr. Parker from undertaking certain specified actions
competitive with the business of the Bank and the Corporation without
consent of the Corporation during the term of the Parker Agreement and for
one year thereafter.
Mr. Rothenbach also entered into an employment agreement with
the Corporation and the Bank in connection with the Merger (the
"Rothenbach Agreement"). Pursuant to the terms of the Rothenbach
Agreement, Mr. Rothenbach will serve as President and Chief Executive
Officer of the Corporation and the Bank for a term expiring on April 30,
2000, which term is extendable by the Board for one-year periods.
The Rothenbach Agreement establishes Mr. Rothenbach's annual
salary at $150,000, which salary is subject to upward adjustment, as well
as provides for the payment of certain other benefits. The Rothenbach
Agreement provides that Mr. Rothenbach may be terminated (i) in the event
he becomes totally and permanently disabled, (ii) for Just Cause (as such
term is defined in the Rothenbach Agreement) or without cause, in which
case Mr. Rothenbach would continue to receive his salary and benefits for
the term of the Rothenbach Agreement. Additionally, Mr. Rothenbach may
terminate the Rothenbach Agreement in the event there is (without his
express written consent) a material diminution or interference with Mr.
Rothenbach's duties, responsibilities and benefits as President and Chief
Executive Officer of the Corporation and the Bank. In the case of such a
termination, Mr. Rothenbach would continue to receive his salary and
benefits for the term of the Rothenbach Agreement. The Rothenbach
Agreement also contains a covenant not to compete which prevents Mr.
Rothenbach from undertaking certain specified actions competitive with the
business of the Bank and the Corporation without consent of the
Corporation during the term of the Rothenbach Agreement and for one year
thereafter.
Should Mr. Rothenbach's employment as President or as Chief
Executive Officer of the Bank be terminated within 12 months following a
Change in Control (as that term is defined in the Rothenbach Agreement) of
the Corporation, the Rothenbach Agreement provides that he will be
entitled to (i) receive from the Corporation an amount equal to two times
his "base amount" (to be derived from the compensation paid to Mr.
Rothenbach by the Corporation and the Bank) and (ii) continue to be
covered, during the term of the Rothenbach Agreement (including any
renewal term) under the Corporation's and the Bank's pension and
retirement plans, life insurance and health insurance as if he was still
employed by the Bank during such period.
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 Corporation's 1993 Stock Option and Incentive Plan (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." For the fiscal year ended March 31, 1997, the Committee
consisted of Messrs. Bergstrom, Erdmann (Chairman) and Raaths. In
connection with the Merger effective May 1, 1997, the Committee was
expanded and currently consists of Messrs. Baston, Bergstrom, Butterbrodt
(Co-Chairman), Erdmann (Co-Chairman), Raaths and Tenpas. The members of
the Committee who were added on May 1, 1997 did not participate in the
compensation decisions made for fiscal 1997. The following report was
prepared by the current 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 during fiscal
1997, Donald D. Parker, reflects the application of the foregoing
policies. In addition, when establishing the salary of the Chief
Executive Officer, the Committee considered 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 3.5% to $113,040 for fiscal
1997 from $109,212 in fiscal 1996. In fixing the Chief Executive
Officer's fiscal 1997 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 1996 of 1.04% as
compared with 1.09% for fiscal 1995, the increase in the Corporation's
assets from $239 million in fiscal 1995 to $256 million in fiscal 1996,
and the decrease in the Corporation's ratio of operating expenses to
average assets from 2.00% in fiscal 1995 to 1.86% in fiscal 1996. The
Committee also considered the Bank's efficiency ratio of 50.87% for fiscal
1996 in setting Mr. Parker's salary.
In addition to his base salary, Mr. Parker also received an
award of $33,912 (or 30% 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.
In connection with the Merger, Mr. Parker became Chairman of the
Board of the Corporation and the Bank on May 1, 1997. At that time, Mr.
Parker entered into a new employment agreement which is described above
under the caption "Executive Compensation-Employment Agreements." Mr.
Parker was succeeded as President and Chief Executive Officer of the
Corporation and the Bank on May 1, 1997 by Mr. Rothenbach.
FCB Financial Corp. Compensation Committee
Fox Cities Bank, F.S.B. Personnel Committee
David L. Baston
Richard A. Bergstrom
Thomas C. Butterbrodt (Co-Chairman)
David L. Erdmann (Co-Chairman)
William A. Raaths
Ronald L. Tenpas
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 connection with the
Corporation's initial public offering. The loan has a ten-year term and
bears interest at a rate of 6.5%. At May 30, 1997, $971,912 was
outstanding under this loan. The Corporation also has a loan which
originally related to the OSB Employee Stock Ownership Plan and which was
assumed by the ESOP in connection with the Merger. This loan (which had
an initial principal amount of $1,035,000) has a term expiring in 2002 and
bears interest at the prime rate. At May 30, 1997, $520,226 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 3/31/97
FCB Financial Corp. $100 $136 $159 $194 $246
Nasdaq Total Return Index $100 $ 98 $109 $149 $167
SNL Thrift Index $100 $ 97 $113 $159 $219
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Wipfli Ullrich Bertelson LLP served as the Corporation's
independent auditors for the fiscal year ended March 31, 1997. The Board
has reappointed Wipfli Ullrich Bertelson LLP to continue as independent
auditors for the Corporation for the fiscal year ending March 31, 1998,
subject to the ratification of such appointment by the shareholders.
Representatives of Wipfli Ullrich Bertelson LLP 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 LLP 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
1998 annual meeting must be received by the Corporation by the close of
business on February 26, 1998. In addition, a shareholder who otherwise
intends to present business at the 1998 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.
Section 16(a) Beneficial Ownership Reporting Compliance
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, 1997.
Other Matters
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 ChaseMellon Shareholder
Services, L.L.C. 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, TREASURER AND CHIEF FINANCIAL OFFICER, FCB
FINANCIAL CORP., 420 SOUTH KOELLER STREET, OSHKOSH, WISCONSIN 54902.
By Order of the Board of Directors
FCB FINANCIAL CORP.
Harold L. Hermansen
Secretary
June 26, 1997
PROXY
FCB FINANCIAL CORP.
420 South Koeller Street
Oshkosh, Wisconsin 54902
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald D. Parker, James J. Rothenbach 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 30, 1997, at the annual meeting of
shareholders to be held on July 28, 1997, or any adjournment or
postponement thereof.
(Continued on reverse side)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FOLD AND DETACH HERE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE Please mark your vote
VOTED IN THE MANNER DIRECTED HEREIN BY THE as indicated in this
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION example [X]
IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE BOARD'S NOMINEES AND "FOR"
ITEM 2.
1. Election of Directors
FOR all nominees WITHHOLD Terms expiring at D. Baston,
listed (except as AUTHORITY the 2000 Annual W. Drew
marked to the to vote for Meeting: D. Koskinen
contrary) all nominees and R. Tenpas
listed
INSTRUCTION: To withhold authority
[ ] [ ] to vote for any individual
nominee, write that nominee's name
in the space provided below:
_________________________________
2. To ratify the selection of 3. IN THEIR DISCRETION,
Wipfli Ullrich Bertelson LLP THE PROXIES ARE
as the independent auditors AUTHORIZED TO
for the fiscal year ending TO VOTE UPON SUCH
March 31, 1998. OTHER BUSINESS AS MAY
PROPERLY COME BEFORE
FOR AGAINST ABSTAIN THE MEETING.
[_] [_] [_]
I plan to attend the meeting [ ]
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:__________________, 1997.
_______________________________
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 28, 1997
2:00 p.m. - C.T.
at the
Valley Inn
123 East Wisconsin Avenue
Neenah, Wisconsin 54956