ANCHOR BANCORP WISCONSIN INC
SC 13D, 1999-01-15
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                             (Amendment No. _____)*


                              FCB FINANCIAL CORP.
                              -------------------
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                          ----------------------------
                         (Title of Class of Securities)

                                107002-30193210
               --------------------------------------------------
                                 (CUSIP Number)


                              Douglas J. Timmerman
                     President and Chief Executive Officer,
                         Anchor BanCorp Wisconsin Inc.
                              25 West Main Street
                           Madison, Wisconsin 53703;
                                 (608) 252-8700
                   -----------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                With a copy to:
                              Andrew J. Guzikowski
                          Whyte Hirschboeck Dudek S.C.
                     111 East Wisconsin Avenue, Suite 2100
                           Milwaukee, Wisconsin 53202
                                 (414) 273-2100


                                January 5, 1999
               --------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/_/.

         Note:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies
are to be sent.

         The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.


<PAGE>   2




         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


CUSIP No.         107002-30193210
                  ---------------

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Anchor BanCorp Wisconsin Inc.
                  IRS Employer Identification No. 39-1726871

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)      /_/
                                                           (b)      /X/

3        SEC USE ONLY

4        SOURCE OF FUNDS

                  WC/00

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e) /_/

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  State of Wisconsin

<TABLE>
<CAPTION>


<S>                 <C>                 
   NUMBER OF        7  SOLE VOTING POWER
    SHARES
 BENEFICIALLY             788,795*
OWNED BY EACH
  REPORTING         8  SHARED VOTING POWER
 PERSON WITH
                          0

                    9  SOLE DISPOSITIVE POWER

                          788,795*

                    10  SHARED DISPOSITIVE POWER

                          0
</TABLE>


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  788,795*

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES   /X/

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  20.5%

14       TYPE OF REPORTING PERSON


                                        2

<PAGE>   3




                  CO

*  Beneficial ownership partially disclaimed.  See Item 5 below.



Item 1.  Security and Issuer.
- ------   -------------------

         This statement relates to the common stock, par value $.01 per share
("FCB Common Stock"), of FCB Financial Corp., a Wisconsin corporation ("FCB").
The principal executive offices of FCB are located at 420 South Koeller Street,
Oshkosh, Wisconsin 54902.

Item 2.  Identity and Background.
- ------   -----------------------

         This statement is being filed by Anchor BanCorp Wisconsin Inc., a
Wisconsin corporation ("Anchor"), which maintains its principal office at 25
West Main Street, Madison, Wisconsin 53707. Anchor is a Wisconsin savings and
loan holding company which owns all of the outstanding stock of AnchorBank,
S.S.B. ("AnchorBank"). AnchorBank is a state-chartered financial institution
headquartered in Madison, Wisconsin which offers a variety of financial and
banking services to the general public, including mortgage and consumer lending.

         The name, business address or residence, present principal occupation
or employment, citizenship, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
executive officer and director of Anchor are set forth in Schedule A hereto
which is incorporated herein by reference.

         During the last five years, neither Anchor nor, to the best of Anchor's
knowledge, any of Anchor's executive officers or directors (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.


Item 3.  Source and Amount of Funds or Other Consideration.
- ------   -------------------------------------------------

         Concurrently with entering into the Merger Agreement (as defined in
Item 4 below), Anchor was granted the Option (as defined in Item 4 below) to
acquire 764,295 shares of FCB Common Stock. None of the triggering events
permitting exercise of the Option have occurred as of the date of this Schedule
13D. In the event the Option becomes exercisable and Anchor wishes to purchase
for cash the FCB Common Stock subject thereto, Anchor will fund the exercise
price from working capital or through other sources, which could include
borrowings.

         All of the 24,500 shares of FCB Common Stock owned by Anchor prior to
its acquisition of the Option were acquired with working capital and are held
by Anchor for investment purposes.

         All of the shares of FCB Common Stock owned by the directors and
executive officers of Anchor which are disclosed in Item 5 of this Schedule 13D
were purchased by those directors and executive officers with personal funds
and are held for investment purposes.


Item 4.  Purpose of Transaction.
- ------   ----------------------


                                        3

<PAGE>   4




         MERGER AGREEMENT. Anchor has entered into an Agreement and Plan of
Merger, dated as of January 5, 1999 (the "Merger Agreement"), providing for the
merger of FCB with and into Anchor (the "Merger"). Anchor will be the surviving
corporation in the Merger (the "Surviving Corporation") and will continue to
operate under the name Anchor BanCorp Wisconsin Inc. The Merger Agreement has
been approved by the Boards of Directors of both companies and, subject to
shareholder approval of both Anchor and FCB shareholders as well as various
regulatory approvals, the Merger is expected to be completed during the second
quarter of 1999. The banking subsidiaries of the two merger partners are also
expected to merge and will thereafter operate under the name AnchorBank, S.S.B.
(the "Surviving Bank").

         Under the terms of the Merger Agreement, each share of FCB Common
Stock issued and outstanding immediately prior to the effectiveness of the
Merger (the "Effective Time") will (except as otherwise provided below) be
canceled and converted into the right to receive 1.83 shares (the "Exchange
Ratio") of the common stock, $.10 par value, of Anchor (the "Anchor Common
Stock") plus cash in lieu of any fractional shares. At the Effective Time, all
shares of FCB Common Stock (i) owned by FCB as treasury stock, or (ii) owned by
Anchor, will be canceled and no Anchor Common Stock or other consideration will
be given in exchange therefor. Shares of Anchor Common Stock which are issued
and outstanding at the time of the Merger will not be affected by the Merger
and will remain outstanding as the same number of shares of the Surviving
Corporation. Each option to purchase FCB Common Stock under the terms of the
FCB Financial Corp. 1993 Stock Option and Incentive Plan, the FCB Financial
Corp. 1998 Incentive Stock Plan, and the OSB Financial Corp. 1992 Stock and
Incentive Plan (the "FCB Option Plans") which is outstanding and unexercised
prior to the Effective Time will be converted into an option to purchase shares
of Anchor Common Stock equal to the product of the number of shares of FCB
Common Stock subject to the original option and the Exchange Ratio (with
fractional shares being rounded up to the nearest whole number) and will have
an exercise price per share equal to the exercise price under the original
option divided by the Exchange Ratio (with the exercise price rounded down to
the nearest whole cent).

         The cancellation and conversion of FCB Common Stock at the Effective
Time into shares of Anchor Common Stock will cause FCB Common Stock to cease to
be listed on The Nasdaq Stock Market and to make FCB Common Stock eligible to
terminate registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended.

         At the Effective Time, it is expected that the annual cash dividend of
the Surviving Corporation will remain at the current Anchor level of $0.20 per
share. Subsequent dividend policy will be developed by the Board of Directors of
the Surviving Corporation.

         The Merger is subject to customary closing conditions, including,
without limitation, the receipt of required shareholder approvals of FCB and
Anchor; the receipt of regulatory approvals, including approval of the Office of
Thrift Supervision, to consummate the Merger; the receipt of opinions of counsel
that the Merger will qualify as a tax-free reorganization; and the receipt of an
opinion of Anchor's accountants that the Merger will qualify for accounting
treatment as a pooling of interests. In addition, the Merger is conditioned upon
the effectiveness of a registration statement to be filed by Anchor with the
Securities and Exchange Commission with respect to shares of Anchor Common Stock
to be issued in the Merger. It is anticipated that shareholders will vote upon
the Merger at special meetings of shareholders held by both Anchor and FCB in
the second quarter of 1999. (See Article VII of the Merger Agreement.)

         The Merger Agreement contains certain covenants of the parties pending
the consummation of the Merger. Generally, the parties must carry on their
businesses in the ordinary course consistent with past practice, may not


                                        4

<PAGE>   5



declare dividends on common stock other than regular quarterly cash dividends
and may not issue any capital stock except pursuant to outstanding stock
options. The Merger Agreement also contains restrictions on, among other things,
charter and bylaw amendments, acquisitions, dispositions of assets, incurrence
of indebtedness, certain increases in employee compensation and benefits, and
the satisfaction of material claims, liabilities or obligations. (See Articles
IV and V of the Merger Agreement.)

         The Merger Agreement provides that, as of the Effective Time, the
Surviving Corporation will take necessary actions, including expansion of the
size of its Board of Directors, if required, to cause two existing directors of
FCB (to be selected by Anchor) (the "FCB Directors") to be appointed to the
Board of Directors of the Surviving Corporation. However, if (i) one FCB
Director is appointed to the Surviving Corporation's Board of Directors as of
the Effective Time and (ii) the Effective Time occurs within 60 days prior to
July 27, 1999 (the anticipated date of the next annual meeting of the Surviving
Corporation's shareholders), then the Surviving Corporation will not be required
to expand the size of its Board of Directors immediately to create a necessary
vacancy for the second FCB Director to be so appointed -- rather, in that case,
the Surviving Corporation and its Board of Directors will cause the second FCB
Director either to be nominated for election at, or be appointed as a Surviving
Corporation director effective as of, such annual meeting. (See Section 1.5 of
the Merger Agreement.)

         The Merger Agreement may be terminated under certain circumstances,
including (i) by mutual consent of the parties (by the majority votes of their
respective Boards of Directors); (ii) by either party if the Merger is not
consummated by September 30, 1999; (iii) by either party if either of Anchor's
or FCB's shareholders vote against the Merger; (iv) by either party if any
permanent injunction is issued preventing the Merger; (v) by either party if any
regulatory body has denied approval of the Merger and neither party has appealed
that denial; (vi) by the non-breaching party if there exist material breaches of
the representations or warranties contained in the Merger Agreement, which
breaches, individually or in the aggregate, would result in a material adverse
effect on the breaching party and which (if curable) are not cured within thirty
(30) days after notice; (vii) by the non-breaching party if there occurs a
material breach of any covenant or agreement in the Merger Agreement which (if
curable) is not cured within thirty (30) days after notice; (viii) by FCB, if,
under certain circumstances, as a result of a proposed acquisition of FCB by a
third party, the FCB directors determine that termination is appropriate in the
fulfillment of their fiduciary duties (based on advice of its counsel), but only
after Anchor has first been advised of the identity of the third party and the
terms of its proposal and been given an opportunity to negotiate adjustments in
the terms of the Merger Agreement (a "Fiduciary Termination"); and (ix) by FCB
if the average price of Anchor Common Stock during a specified trading period
preceding the Effective Time falls below $15.00 per share and declines by more
than 15% relative to an index of the prices of the common stocks of a defined
peer group of other comparable publicly-traded companies. (See Section 8.1 of
the Merger Agreement).

         STOCK OPTION AGREEMENT. Concurrently with the Merger Agreement, FCB and
Anchor have also entered into a stock option agreement (the "Stock Option
Agreement") granting Anchor an irrevocable option to purchase up to 19.9% of the
FCB Common Stock then issued and outstanding.

         Specifically, under the Stock Option Agreement, FCB granted Anchor an
irrevocable option to purchase (the "Option") 764,295 shares of FCB Common Stock
(subject to adjustment for changes in capitalization and to ensure that the
Option remains exercisable for 19.9% of the then issued and outstanding


                                        5

<PAGE>   6



shares of FCB Common Stock) at an exercise price of $27.45 per share (the
"Exercise Price"). The Option is exercisable upon the occurrence of certain
events involving an acquisition or contemplated acquisition of FCB by a party
other than Anchor, as more specifically explained below.

         Briefly, the Option becomes exercisable if any person other than Anchor
acquires 51% or more of the outstanding FCB Common Stock (whether by means of a
sale, merger, share exchange, or in any other transaction) after any of the
following events has first occurred and before the Option terminates (as
described below): (i) FCB has entered into an agreement with a third party
providing for an "Acquisition Transaction" (including, for this purpose, (x) a
merger of FCB with such third party, (y) the sale or other disposition of more
than 35% of FCB's consolidated assets, or (z) the issuance, sale or disposition
of securities representing more than 25% of the voting power of FCB Common
Stock); (ii) a third party has acquired beneficial ownership of more than 20% of
the issued and outstanding FCB Common Stock; (iii) the shareholders of FCB have
failed to approve the Merger if, prior to the meeting of the FCB shareholders
to vote on the proposed Merger it has been publicly announced or disclosed that
a third party has proposed or intends to propose to engage in an Acquisition
Transaction with FCB; (iv) the Board of Directors of FCB withdraws its
recommendation to the FCB shareholders to approve the Merger; (v) a third party
has made a bona fide proposal to FCB to engage in an Acquisition Transaction and
such proposal has been publicly announced; (vi) a third party has made a tender
offer to acquire more than 20% of the issued and outstanding shares of FCB
Common Stock; (vii) FCB willfully breaches the Merger Agreement in order to
facilitate any of the foregoing transactions; (viii) any third party files an
application for regulatory approval to engage in an Acquisition Transaction with
FCB; or (ix) any third party acquires a sufficient number of shares of FCB
Common Stock to enable the third party to elect a majority of the FCB Board of
Directors. In addition, the Option becomes exercisable if FCB enters into an
agreement with a third party providing for an "Acquisition Transaction" (defined
differently for this purpose to mean (x) a merger of FCB with such third party,
(y) the sale or other disposition of more than 35% of FCB's consolidated assets,
or (z) the issuance, sale or disposition of securities representing more than
51% of the voting power of FCB Common Stock), without the requirement that such
Acquisition Transaction be consummated or that any stock of or other ownership
interest in FCB actually be acquired by the third party.

         The Option terminates upon the effectiveness of the Merger or upon the
termination of the Merger Agreement, unless that termination occurs (i) by
reason of FCB's breach of its representations, warranties or covenants under the
Merger Agreement, (ii) by reason of the failure of either party's shareholders
to approve the Merger after it has been publicly disclosed that a third party
has made or intends to make a proposal to acquire FCB, or (iii) by reason of
FCB's exercise of a Fiduciary Termination. If the Merger Agreement terminates
for one of these three enumerated reasons, or if it terminates after the
occurrence of one of the events described in clauses (i) through (ix) of the
preceding paragraph, then the Option does not terminate until one year following
such termination of the Merger Agreement. The Option is not exercisable at any
time while Anchor is in breach of the Merger Agreement.

         If and when the Option becomes exercisable, Anchor will have the right
to exercise the Option and purchase the number of shares of FCB Common Stock
covered by the Option at the exercise price, all as described above. Following
its exercise of the Option, Anchor will have the right to have such shares of
FCB Common Stock registered under the Securities Act of 1933, as amended, for
sale in a public offering, unless FCB elects to repurchase them at their then
market value.

         If FCB completes an Acquisition Transaction or a third party otherwise
acquires more than 75% of the outstanding FCB Common Stock, Anchor may require


                                        6

<PAGE>   7



FCB to repurchase the Option (or, if Anchor has already exercised the Option in
whole or in part, may require FCB to repurchase any shares acquired upon the
exercise of the Option) at a price equal to the highest price received by FCB
shareholders in connection with the Acquisition Transaction, or, if FCB Common
Stock has traded at a higher price within three months prior to the repurchase,
at such higher price. A different formula is prescribed in the Stock Option
Agreement if the Acquisition Transaction consists of the sale of FCB assets. In
the case of the repurchase of the Option (as opposed to the repurchase of the
shares acquired pursuant to the Option) pursuant to this provision, the
repurchase price to be received by Anchor is to be reduced by an amount equal to
the Exercise Price per share.

         The Stock Option Agreement further provides that, in the event that FCB
enters into a merger or similar transaction with a third party whereby FCB
Common Stock is converted into the stock of such third party, or otherwise
transfers all or substantially all of its assets to a third party, FCB must make
appropriate provisions such that the Option will continue to exist and
constitute an option to acquire the common stock of such third party, subject to
appropriate adjustment for the exchange or conversion ratio involved in the
merger transaction with such third party.

         OTHER. The Merger Agreement, the Stock Option Agreement, and the joint
press releases issued in conjunction therewith are filed as exhibits to FCB's
Current Report on Form 8-K, dated January 5, 1999, as filed with the Securities
and Exchange Commission on January 14, 1999, and are incorporated herein by
reference. The brief summaries of the material provisions of the Merger
Agreement and the Stock Option Agreement set forth above are qualified in their
entirety by reference to each respective agreement.

         Except as set forth in this Item 4, the Merger Agreement or the Stock
Option Agreement, neither Anchor nor, to the best of Anchor's knowledge, any of
Anchor's executive officers or directors, has any present plans or proposals
which relate to or would result in any of the actions described in clauses (a)
through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934,
as amended.





Item 5.  Interest in Securities of the Issuer.
- ------   ------------------------------------

         (a) and (b): By reason of the Stock Option Agreement, pursuant to Rule
13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as
amended, Anchor may be deemed to have sole voting and dispositive power with
respect to the FCB Common Stock subject to the Option and, accordingly, may be
deemed to beneficially own 788,795 shares of FCB Common Stock, or approximately
20.5% of the shares of FCB Common Stock outstanding on January 5, 1999, assuming
exercise of the Option. However, Anchor expressly disclaims any beneficial
ownership of the 764,295 shares of FCB Common Stock which may be acquired by
Anchor upon exercise of the Option, because the Option is exercisable only in
the circumstances set forth in Item 4, none of which has occurred as of the date
hereof.

         The following directors and executive officers of Anchor own the
indicated number of shares of FCB Common Stock. Unless otherwise indicated, all
of the following directors and executives of Anchor have sole power to vote and
direct the disposition of the listed shares:

                         Michael W. Helser - 300 shares


                                        7

<PAGE>   8



         Without exception, all shares of FCB Common Stock owned by the
directors and executive officers of Anchor are held for personal investment.
Anchor disclaims that any of its directors and executive officers who own FCB
Common Stock, along with Anchor, constitute a "group" for purposes of Section 13
of the Securities Exchange Act of 1934, as amended.

         (c): Except as set forth above, neither Anchor nor, to the best of
Anchor's knowledge, any of Anchor's executive officers or directors, has
affected any transaction in FCB Common Stock during the past 60 days.

         (d): So long as Anchor has not purchased the FCB Common Stock subject
to the Option, Anchor does not have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such FCB Common
Stock.

         (e): Not applicable.


Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer.
- ------   --------------------------------------------------------

         The Merger Agreement contains certain customary restrictions on the
conduct of the business of FCB pending the Merger, including certain customary
restrictions relating to FCB Common Stock. Except as provided in the Merger
Agreement, the Stock Option Agreement or as set forth herein, neither Anchor,
nor, to the best of Anchor's knowledge, any of Anchor's executive officers or
directors, has any contracts, arrangements, understandings or relationships
(legal or otherwise), with any person with respect to any securities of FCB,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option agreements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.


Item 7.  Material to be Filed as Exhibits.
- ------   --------------------------------

         The exhibits listed in the accompanying Exhibit Index are incorporated
herein by reference from the exhibits to FCB's Current Report on Form 8-K, dated
January 5, 1999, as filed with the Securities and Exchange Commission on January
14, 1999 (Commission File No. 0-22066), as set forth therein.


                                        8

<PAGE>   9

                                   SIGNATURE.
                                   ---------

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



Dated:  January 13, 1999


                                     ANCHOR BANCORP WISCONSIN INC.



                                     By:    /s/ Douglas J. Timmerman
                                            -----------------------------
                                            Douglas J. Timmerman
                                            Chairman of the Board, President and
                                            Chief Executive Officer


                                       9



<PAGE>   10
                                   SCHEDULE A
                                   ----------

         Set forth below is the name, business address or residence, present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of Anchor. Each of the directors
and executive officers of Anchor is a citizen of the United States. Unless
otherwise indicated, each occupation set forth opposite a director's or
executive officer's name refers to employment with Anchor. The business address
for each of the directors and executive officers of Anchor and/or AnchorBank is
the following: c/o Anchor BanCorp Wisconsin Inc., 25 West Main Street, Madison,
Wisconsin 53703.

<TABLE>
<CAPTION>
Name                       Present Principal Occupation or Employment
- -----                      -------------------------------------------
<S>                        <C>
DIRECTORS OF ANCHOR:

Douglas J. Timmerman       Chairman of the Board, President and Chief Executive 
                           Officer

Holly Cremer Berkenstadt   President and Director of Wisconsin Cheeseman, Inc., 
                           a direct food and gift company located in Sun 
                           Prairie, Wisconsin

Robert C. Buehner          Retired Executive Vice President and General
                           Counsel of Provident Savings and Loan
                           Association

Donald D. Kropidlowski     Senior Vice President of AnchorBank

Greg M. Larson             Retired President and Chief Executive
                           Officer of Demco, Inc., a direct mail school and
                           library supply company located in Madison, Wisconsin

Arlie M. Mucks, Jr.        Consultant - Division of Intercollegiate
                           Athletics External Relations and Special Events

Pat Richter                Athletic Director of the University of
                           Wisconsin - Madison

Bruce A. Robertson         Retired Vice President of AnchorBank
</TABLE>

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF ANCHOR:
- ----------------------------
<S>                        <C>
Douglas J. Timmerman       President and Chief Executive Officer

J. Anthony Cattelino       Vice President and Secretary

Michael W. Helser          Treasurer and Chief Financial Officer



EXECUTIVE OFFICERS OF ANCHORBANK:
- --------------------------------
</TABLE>
                                       10
<PAGE>   11


<TABLE>
<S>                        <C>
Douglas J. Timmerman       President and Chief Executive Officer

Donald F. Bertucci         First Vice President - Loan Administration

J. Anthony Cattelino       Senior Vice President - Marketing and Retail
                           Administration

Michael W. Helser          Senior Vice President and Chief Financial
                           Officer

William P. Klein           Vice President and Treasurer

Donald D. Kropidlowski     Senior Vice President

Daniel K. Nichols          First Vice President - Commercial Lending

Ronald R. Osterholz        Vice President - Human Resources

Mark D. Timmerman          Vice President, Secretary and General Counsel

David L. Weimert           First Vice President - Lending Operations
</TABLE>


                                       11

<PAGE>   12



                          ANCHOR BANCORP WISCONSIN INC.

                          EXHIBIT INDEX TO SCHEDULE 13D

                          Report Dated January 5, 1999


<TABLE>
<CAPTION>

Exhibit                                                            Incorporated Herein by               Filed
Number           Description                                       Reference from                       Herewith
- -------          ------------------------------                    -----------------------              --------
<C>              <C>                                               <C>                                  <C>
2.1              Agreement and Plan of Merger,                     Exhibit 2.1 to the Current
                 dated as of January 5, 1999,                      Report on Form 8-K of FCB
                 by and between FCB Financial                      Financial Corp. dated
                 Corp. and Anchor BanCorp                          January 5, 1999, filed
                 Wisconsin Inc.*                                   on January 14, 1999 
                                                                   (Commission File 
                                                                   No. 0-22066)

2.2              Stock Option Agreement, dated                     Exhibit 2.2 to the Current
                 as of January 5, 1999, by and                     Report on Form 8-K of FCB
                 between FCB Financial Corp.                       Financial Corp. dated
                 and Anchor BanCorp Wisconsin                      January 5, 1999, filed
                 Inc.                                              on January 14, 1999
                                                                   (Commission File 
                                                                   No. 0-22066)

99.1             Joint Press Release of Anchor                     Exhibit 99.1 to the Current
                 BanCorp Wisconsin Inc. and FCB                    Report on Form 8-K of FCB
                 Financial Corp., dated                            Financial Corp. dated
                 January 5, 1999 (Basic)                           January 5, 1999, filed
                                                                   on January 14, 1999 
                                                                   (Commission File 
                                                                   No. 0-22066)

99.2             Joint Press Release of                            Exhibit 99.2 to the     
                 Anchor BanCorp Wisconsin                          Current Report on
                 Inc. and FCB Financial                            Form 8-K of FCB
                 Corp., dated January 5,                           Financial Corp. dated     
                 1999 (Supplemental)                               January 5, 1999, filed       
                                                                   on January 14, 1999            
                                                                   (Commission File No.     
                                                                   0-22066)     


</TABLE>


- ----------------------
[FN]
*        The schedules to this document are not filed therewith.  Anchor BanCorp
         Wisconsin Inc. agrees to furnish supplementally a copy of any omitted
         schedule to the Securities and Exchange Commission upon request.
</FN>


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