Exhibit 99.2
MADISON and OSHKOSH, Wis. - (BUSINESS WIRE) - Jan. 5, 1999 - Anchor BanCorp
Wisconsin Inc., Madison, Wisconsin, (NASDAQ trading symbol "ABCW") and FCB
Financial Corp., Oshkosh, Wisconsin (NASDAQ trading symbol "FCBF") announced
earlier today they have entered into a definitive agreement providing for the
merger of FCB Financial Corp. with and into Anchor.
FCB shareholders will receive 1.83 shares of Anchor common stock for each share
of FCB common stock they own. Based on Anchor BanCorp's closing stock price of
$24.06 today, January 5, 1999, the transaction has an approximate total value of
$172 million, and represents a price of $44.04 for each FCB Financial Corp.
share. The agreement does not provide for an adjustment in the exchange rate,
but FCB Financial Corp. has been granted the right to terminate the transaction
if Anchor BanCorp's stock average price falls below $15 and declines by more
than 15% relative to a peer group index. FCB Financial Corp. has granted Anchor
BanCorp an option to purchase shares equal to 19.9% of FCB Financial Corp.'s
shares under certain conditions. Under the terms of the agreement, the merger
will be accomplished through a tax-free exchange of shares and accounted for as
a pooling-of-interests.
James J. Rothenbach, President of FCB Financial Corp. said, "This merger is in
the long term interests of both our customers and our shareholders. Our
shareholders will receive shares in a company whose management and directors
have a track record of increasing stockholder value. For our customers, it is a
merger of neighbors, so all Fox Cities Bank offices will continue to operate. We
also have similar customer-oriented philosophies. Our customers will continue to
experience excellence in service, being served by the same people they already
know. In addition, they will be able to do business in Anchor offices throughout
the state."
Douglas J. Timmerman, President of Anchor BanCorp said, "We welcome the
shareholders and customers of Fox Cities Bank to the AnchorBank family. We have
had a lending presence in Oshkosh and Appleton since 1988 and have been
operating one full service office in Oshkosh for the past two years. We are
exceptionally pleased to be able to expand both personal and business banking
services in this growing area of the state. Shareholders will own a
significantly stronger franchise."
The Board of Directors of the combined company will include all the existing
Board members of Anchor BanCorp Wisconsin Inc., and two of the Board members
from FCB Financial Corp.
The transaction is expected to be breakeven on Anchor BanCorp's earnings per
share in fiscal year 2000 and is expected to be 1-2% accretive in the following
fiscal year. The Company expects to reduce its annual expenses by approximately
$2.8 million pre-tax, with the expectation that these savings will be realized
during calendar year 1999. The cost savings represent approximately 30% of FCB
Financial Corp.'s operating expense. Additionally, the companies believe there
are significant opportunities for revenue synergies resulting from mortgage,
commercial and consumer loan growth. The Company said it will recognize a
pre-
-2-
tax, merger-related charge of approximately $12 million in the quarter in
which the merger is completed.
Consummation of the merger is subject to applicable regulatory approvals and to
approval by the shareholders of both companies. The parties anticipate that the
Merger will be completed during the second calendar quarter of 1999.
Anchor BanCorp, headquartered in Madison, Wisconsin, is the parent holding
company for AnchorBank, S.S.B., a $2.1 billion financial institution with 35
full service offices and 2 lending only facilities in 13 Wisconsin counties.
AnchorBank is the largest thrift in the state of Wisconsin, the leading mortgage
provider in Dane County (Madison) and as of June 30, 1997, is the third largest
depository institution in Dane County. Information about AnchorBank's products
and services can be accessed on the Internet at http://www.anchorbank.com.
FCB Financial Corp. is the parent holding company for Fox Cities Bank, a $535
million financial institution with 13 full service offices in 5 Wisconsin
counties. As of June 30, 1997, Fox Cities Bank had the number two deposit market
share in Winnebago County, which is primarily comprised of Neenah, Menasha, and
Oshkosh.
This new release contains forward-looking statements, including estimates of
future operating results and other forward-looking financial information for
Anchor BanCorp, FCB Financial Corp. and the combined company. These estimates
constitute forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results and other financial information may differ
materially from the results and financial information discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to: (1) expected cost savings from the merger cannot be
fully realized or realized within the expected time frame; (2) revenues
following the merger are lower than expected; (3) competitive pressures among
financial institutions increase significantly; (4) costs of difficulties related
to the integration of the businesses of Anchor BanCorp and FCB Financial Corp.
are greater than expected; and (6) legislation or regulatory changes adversely
affect the businesses in which the combined company will be engaged.