SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): January 5, 1999
FCB Financial Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-22066 39-1760287
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
420 South Koeller Street, Oshkosh, Wisconsin 54902
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(Address of principal executive offices including zip code)
(920) 236-3680
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(Registrant's telephone number)
Item 5. Other Events.
FCB Financial Corp., a Wisconsin corporation (the "Corporation"), and
Anchor BanCorp Wisconsin Inc., a Wisconsin corporation ("Anchor"), have entered
into an Agreement and Plan of Merger, dated as of January 5, 1999 (the "Merger
Agreement"), providing for the merger of the Corporation with and into Anchor
(the "Merger"), with Anchor continuing as the surviving corporation (the
"Surviving Corporation"). The Merger Agreement provides that each outstanding
share of common stock, $.01 par value, of the Corporation ("Corporation Common
Stock"), will be converted (other than certain shares that will be cancelled as
specified in the Merger Agreement) into the right to receive 1.83 shares of
common stock, $.10 par value, of Anchor ("Anchor Common Stock"). Outstanding
stock options to purchase shares of Corporation Common Stock held by employees
and directors of the Corporation will be converted into options to purchase
Anchor Common Stock upon consummation of the Merger. The Merger is structured as
a pooling-of-interests for financial accounting purposes and as a tax-free
reorganization for shareholders of the Corporation. The Merger is currently
expected to be completed during the second calendar quarter of 1999.
The Merger Agreement provides that the Surviving Corporation will take
the necessary actions, including expansion of the size of its Board of
Directors, to cause two directors of the Corporation (to be selected by Anchor)
(the "Corporation Directors") to be appointed as directors of the Surviving
Corporation effective at the effective time of the Merger (the "Effective
Time"). However, if (i) one Corporation Director is appointed as of the
Effective Time and (ii) the Effective Time occurs within sixty days prior to
July 27, 1999 (the anticipated date of the next annual meeting of the
shareholders of Anchor), then the Surviving Corporation will not be required to
expand immediately the size of its Board of Directors to create a necessary
vacancy for the second Corporation Director prior to such next annual meeting of
the shareholders of Anchor; rather, in that case, the Surviving Corporation and
its Board of Directors will cause the second Corporation Director either to be a
nominee for election as a director at, or to be appointed as a director
effective as of, such next annual meeting.
The Surviving Corporation will also cause two directors of the
Coroporation (to be selected by Anchor) to be appointed to serve on the Board of
Directors of AnchorBank, S.S.B., a state chartered savings association and a
wholly-owned subsidiary of Anchor ("AnchorBank"), for a term of not less than
three (3) years. Those directors and the Corporation Directors may be the same
or different persons.
Following consummation of the Merger, Fox Cities Bank, a federally
chartered savings bank and a wholly owned subsidiary of the Corporation ("Fox
Cities"), will be merged with and into AnchorBank, which will continue as the
surviving bank (the "Surviving Bank") and will operate the business of Fox
Cities in its current locations. The principal office of the Surviving Bank will
be Madison, Wisconsin.
Completion of the Merger is subject to certain conditions, including
(i) approval by the shareholders of the Corporation and Anchor; (ii) approval by
the Office of Thrift Supervision, the Wisconsin Department of Financial
Institutions and other requisite regulatory authorities; (iii) receipt of an
opinions of counsel for the Corporation and counsel for Anchor that the Merger
will
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be treated, for federal income tax purposes, as a tax-free reorganization; and
(iv) other conditions to closing customary in transactions of this type.
The Merger Agreement may be terminated by the Corporation or Anchor
under certain conditions, including by the Corporation if (i) the price of
Anchor Common Stock and (ii) the average prices of the common stock of certain
publicly traded midwestern financial institutions both decline below certain
levels specified in the Merger Agreement prior to the consummation of the
Merger.
Concurrently with the execution of the Merger Agreement, the parties
also entered into a Stock Option Agreement, dated as of January 5, 1999 (the
"Stock Option Agreement"). The Stock Option Agreement provides Anchor with an
option to purchase (the "Option") up to 764,295 shares of Corporation Common
Stock from the Corporation, subject to adjustment (but in no event in excess of
19.9% of the issued and outstanding shares of Corporation Common Stock), at an
exercise price of $27.45 per share. The Option is only exercisable upon the
occurrence of certain triggering and exercise events as specified in the Stock
Option Agreement, none of which has occurred as of the date of this Current
Report on Form 8-K.
In connection with the Merger, James J. Rothenbach and Donald D.
Parker, executive officers of the Corporation, will enter into Employment
Agreements with Anchor and AnchorBank.
Certain additional information regarding the Merger is contained in
joint press releases issued by the Corporation and Anchor (the "Press Releases")
on January 5, 1999.
The Merger Agreement, the Stock Option Agreement and the Press
Releases are attached hereto as exhibits and incorporated herein by reference.
The foregoing summary of such exhibits is qualified in its entirety by reference
to the complete text of such exhibits.
* * *
Cautionary Statement for Purposes of the Private Securities Litigation Reform
Act of 1995
This Current Report on Form 8-K and other written and oral statements
made by or on behalf of the Corporation contain, or may contain, certain
"forward-looking statements," including statements concerning plans, objectives
and future events or performance, and other statements which are other than
statements of historical fact. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
but are not limited to, the following: (i) unanticipated regulatory delays or
constraints or changes in the proposed Merger required by regulatory
authorities; (ii) reduction in interest margins due to changes in the interest
rate environment; (iii) poorer than expected general economic conditions,
including growth opportunities; (iv) legislative enactments or regulatory
changes which adversely affect the business of the Corporation or the prospects
for completion of the Merger; and (v) other unanticipated occurrences which may
delay the consummation of or otherwise adversely impact the Merger.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statement of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of January
5, 1999, between FCB Financial Corp. and Anchor
BanCorp Wisconsin Inc. [The schedules to the
Agreement and Plan of Merger are not being filed
herewith. The Registrant agrees to furnish
supplementally a copy of any such omitted schedule
to the Securities and Exchange Commission upon
request.]
2.2 Stock Option Agreement, dated as of January 5,
1999, between FCB Financial Corp. and Anchor
BanCorp Wisconsin Inc.
99.1 Joint Press Release, dated January 5, 1999 (Basic)
99.2 Joint Press Release, dated January 5, 1999
(Supplemental)
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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: January 14, 1999 By: /s/ James J. Rothenbach
James J. Rothenbach
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of January 5, 1999,
between FCB Financial Corp. and Anchor BanCorp Wisconsin Inc.
[The schedules to the Agreement and Plan of Merger are not
being filed herewith. The Registrant agrees to furnish
supplementally a copy of any such omitted schedule to the
Securities and Exchange Commission upon request.]
2.2 Stock Option Agreement, dated as of January 5, 1999, between
FCB Financial Corp. and Anchor BanCorp Wisconsin Inc.
99.1 Joint Press Release, dated January 5, 1999 (Basic)
99.2 Joint Press Release, dated January 5, 1999 (Supplemental)