<PAGE> 1
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ANCHOR BANCORP WISCONSIN INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1726871
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 West Main Street
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
FCB Financial Corp. 1998 Incentive Stock Plan
FCB Financial Corp. 1993 Stock Option and Incentive Plan
OSB Financial Corp. 1992 Stock Option and Incentive Plan
(Full title of the plan)
Douglas J. Timmerman
Chairman, President and Chief Executive Officer
Anchor BanCorp Wisconsin Inc.
25 West Main Street
Madison, WI 53703
(608) 252-8700
(Name, address and telephone number, including
area code, of agent for service)
With Copies To:
Mark. D. Timmerman, Esq. Andrew J. Guzikowski, Esq.
Assistant Secretary and Whyte Hirschboeck Dudek S.C.
General Counsel 111 East Wisconsin Avenue
Anchor BanCorp Wisconsin Inc. Suite 2100
25 West Main Street Milwaukee, WI 53202
Madison, WI 53703
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Offering Maximum
Title of Amount Price Aggregate Amount of
Securities to to be Per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee (2)
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Common Stock, 420,807 $18.00 $7,574,526 $2,105.72
$0.10 par value shares
Series A Preferred 420,807 n/a n/a n/a
Share Purchase rights
Rights (3)
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(1) Represents shares subject to options to purchase the common stock
of FCB Financial Corp. ("FCBF") that were previously issued by FCBF to
its employees and directors under the FCB Financial Corp. 1998
Incentive Stock Plan, the FCB Financial Corp. 1993 Stock Option and
Incentive Plan, and the OSB Financial Corp. 1992 Stock Option and
Incentive Plan (collectively, the "FCB Option Plans"). FCB's
obligations under these outstanding options were assumed by the
Registrant pursuant to the terms of an Agreement and Plan of Merger
dated January 5, 1999 (the "Agreement"), by and between the Registrant
and FCB calling for the merger of FCB with and into the Registrant,
which merger was consummated on June 7, 1999. The "Amount to be
Registered" is derived from the number of shares of FCB common stock
issuable pursuant to the options assumed, after applying the provision
of the Agreement which provided that, at the effective time of the
merger, each outstanding option under the FCB Option Plans was
converted into an option to purchase 1.83 shares of the Registrant's
common stock, with fractional shares to be rounded up to the nearest
whole share), at a price per share equal to the exercise price per
share of the original FCB option divided by 1.83, rounded down to the
nearest whole cent. The converted options to purchase the
Registrant's common stock are exercisable at a weighted-average price
of $11.04 per share.
(2) Computed in accordance with Rule 457 under the Securities Act of 1933,
as amended, based upon the average of the high ($18.25) and low
($17.75) prices of the Registrant's common stock as reported on The
Nasdaq Stock Market on June 14, 1999.
(3) Pursuant to the Rights Agreement, dated as of July 22, 1997, between
the Registrant and Firstar Bank Milwaukee, N.A. (as successor to
Firstar Trust Company), as rights agent, the value attributable to the
Series A Preferred Share Purchase Rights is reflected in the market
price of the Registrant's common stock to which the rights are
attached.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 0-20006) by
Anchor BanCorp Wisconsin Inc. (the "Company") are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended March
31, 1999.
2. The Company's Current Reports on Form 8-K, dated January 5, 1999
and June 7, 1999.
3. The description of the Company's Common Stock, $0.10 par value,
contained under the caption "Description of Capital Stock" in the Company's
Registration Statement on Form S-1 dated March 19, 1992, including any amendment
or report filed for the purpose of updating such description.
4. The Company's Registration Statement on Form 8-A, dated July 28,
1997, relating to the Series A Preferred Share Purchase Rights associated with
the Company's common stock.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law ("WBCL")
relate to indemnification and insurance. These provisions provide that a
Wisconsin corporation shall indemnify a director or officer, to the extent he or
she has been successful on the merits or otherwise in the defense of a
proceeding for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director or officer of
the corporation. In all other cases, a Wisconsin corporation shall indemnify a
director or officer against liability incurred by a director or officer in a
proceeding to which the director or officer was a party because he or she is a
director of officer of the corporation, unless liability was incurred because
the director or officer breached or failed to perform a duty he or she owes to
the corporation and the breach or failure to perform constitutes any of the
following: (1) a willful failure to deal fairly with the corporation or its
stockholders in connection with a matter in which the director or officer has a
material conflict of interest, (2) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful, (3) a
transaction from which the director or officer derived an improper personal
profit, or (4) willful misconduct (the foregoing, which are enumerated in
ss.180.0851(2)(a)1, 2, 3 and 4 of the WBCL, are hereinafter collectively
referred to as a "Breach of Duty").
Registrant's Bylaws require indemnification of officers, directors,
employees, and agents, even if they are not successful defending any such
action, unless there is a final judicial determination that the officer,
director, employee, or agent committed a Breach of Duty to the Registrant.
Registrant's Bylaws make detailed provision for such indemnification. In
summary, Article VI of Registrant's Bylaws provides:
Bylaw ss.6.1 provides certain definitions applicable to the
indemnification provisions of Article VI. In particular:
"Director or officer" includes (i) a former or current
director or officer of the Registrant; (ii) an individual who,
while a director or officer of the Registrant, is or was
serving at the Registrant's request as a director, officer,
partner, trustee, member of any government or decision-making
committee, employee or agent of another corporation or other
entity; (iii) an individual who, while a director or officer
of the Registrant, is or was serving an employee benefit plan
of the Registrant because his duties to the Registrant also
impose duties on or otherwise involve services by, the person
to the plan or to participants in or beneficiaries of the
plan; and (iv) the estate or personal representative of a
director or officer.
"Expenses" includes fees, costs, charges, disbursements,
attorneys fees and any other expenses incurred in connection
with a proceeding.
"Liability" includes the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including
an excise tax assessed with respect to an employee benefit
plan.
"Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit,
arbitration or other proceeding, whether formal or informal
and including any appeal, which involves foreign, federal,
state or local law, which is brought by any person.
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Bylaw ss.6.2 provides for the following:
The right to indemnification upon written request of a
director or officer to the fullest extent authorized by the
WBCL against any and all liability and expense actually
incurred in connection with a proceeding to which any such
person shall have become subject because he is a director or
officer of the Registrant or arising from his status as such.
That the Registrant may not indemnify any director or officer
against any liabilities or expenses unless it is determined by
or on behalf of the Registrant that the director or officer
did not breach or fail to perform a duty owed to the
Registrant which constitutes a Breach of Duty.
That the Registrant shall not indemnify any such director or
officer in connection with a proceeding or part thereof, which
was initiated by such director or officer unless such
proceeding was authorized by the Registrant's Board of
Directors.
That the determination by or on behalf of the Registrant
whether a director or officer is entitled to indemnification
must be made by (i) a majority vote of a quorum of the Board
of Directors consisting of directors not at the time parties
to the same or related proceedings, or (ii) if such a quorum
cannot be obtained, by majority vote of a committee duly
appointed by the Board of Directors, including directors who
are parties to the same or related proceedings, and consisting
solely of two or more directors not at the time parties to the
same or related proceedings, and (iii) that if the required
determination cannot be made in the foregoing manner, it shall
be made by independent legal counsel to the Registrant
selected by majority vote of the Board of Directors, including
directors who are parties to the same or related proceedings.
That the termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption
that indemnification of the director or officer is not
required.
That indemnification is not required if the director or
officer has previously received indemnification or allowance
of expenses from any person, including the Registrant, in
connection with the same proceeding.
Bylaw ss.6.3 provides for the advancement by the Registrant of expenses
incurred by a director or officer who is a party to a proceeding in
advance of the final disposition of such proceeding if the director or
officer submits a written request therefor and provides (1) a written
affirmation of his good faith belief that he has not breached or failed
to perform his duties to the Registrant and (2) a written undertaking
to repay the allowance and, if required by the Registrant, to pay
reasonable interest on the allowance to the extent that indemnification
is not required under Article VI or not ordered by a court under the
WBCL. Such undertaking may be accepted by the Registrant without
reference to the director's or officer's ability to repay and may be
secured or unsecured.
Bylaw ss.6.4 sets forth the applicable procedure for indemnification.
It provides that the right to indemnification or advances is
enforceable by the director or officer in court if the Registrant
denies a request
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therefor or if no disposition thereof is made within 60 days from
receipt by the Registrant of a written demand therefor (and that the
expenses incurred in connection with successfully establishing a right
to indemnification are also indemnified by the Registrant). ss.6.4 also
provides that it is a defense to any such enforcement proceeding that
the Registrant has determined that the claimant committed a Breach of
Duty.
Bylaw ss.6.5 provides that the Registrant is not obligated to reimburse
the costs of any settlement to which it has not previously agreed in
writing. ss.6.5 limits the Registrant's indemnification obligation, if
the person to be indemnified unreasonably fails to enter into a
settlement thereof offered or assented to by the opposing party in such
proceeding and which is acceptable to the Registrant, to the total of
the amount at which settlement could have been made and the expenses
incurred by such person prior to the time such settlement could
reasonably have been effected.
Bylaw ss.6.6 provides that no subsequent amendment or repeal of Article
VI or of relevant provisions of applicable law will affect or diminish
in any way the right of any director or officer to indemnification
under Article VI hereof with respect to any proceeding arising out of,
or relating to, any matters occurring prior to such amendment or
repeal.
Bylaw ss.6.7 provides that the indemnification provided under Article
VI shall not be deemed exclusive of any other rights to which a
director or officer seeking indemnification may be entitled under the
Articles of Incorporation or Bylaws, a written agreement between the
director or officer and the Registrant, a resolution of the Board of
Directors or a resolution, after notice, adopted by a majority vote of
all of the Registrant's voting shares then issued and outstanding,
provided that the Registrant may not indemnify a director or officer
unless it is determined by or on behalf of the Registrant that the
director or officer did not commit a Breach of Duty. ss.6.7 further
provides that all rights to indemnification under Article VI shall be
deemed to be a contract between the Registrant and each director or
officer and binding upon any successor corporation to the Registrant.
ss.6.7 also provides that if any portion of Article VI is invalidated
by a court, Registrant shall nevertheless indemnify each director or
officer against any liabilities and expenses to the fullest extent
permitted by any applicable portion of Article VI that was not so
invalidated and to the fullest extent permitted by the WBCL.
Bylaw ss.6.8 provides that the Registrant may purchase and maintain
insurance on behalf of a director or officer against liability asserted
against or incurred by him in his capacity as a director or officer or
arising from his status as such, regardless of whether the Registrant
is required or authorized to indemnify or advance expenses to such
director or officer.
Bylaw ss.6.9 provides that the Registrant may, but need not, to the
extent authorized from time to time by the Board of Directors, grant,
rights to indemnification and to the advancement of expenses to any
employee or agent of the corporation who is not a director or officer,
to the fullest extent of the provisions of Article VI and may impose
such conditions and limitations as the Board of Directors deems
appropriate.
The Registrant carries a policy of Directors and Officers liability
insurance which insure against indemnification obligations in most
circumstances. In addition, certain employee benefit plans of the Registrant
<PAGE> 7
include provisions providing for indemnification of the administrators of such
plans.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits listed in the Exhibit Index attached hereto have been
filed (except where otherwise indicated) as part of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE> 8
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oshkosh, State of Wisconsin, on
June 22, 1999.
ANCHOR BANCORP WISCONSIN INC.
By: /s/ Douglas J. Timmerman
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Douglas J. Timmerman
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated as of this 22nd day of June, 1999. Each person whose
signature appears below hereby constitutes and appoints Douglas J. Timmerman and
Michael W. Helser, and each of them, as his or her attorney in fact, to sign and
to file any amendments, including post-effective amendments, to this
Registration Statement.
Name Title
(1) Principal Executive Officer
/s/ Douglas J. Timmerman President, Chief Executive Officer
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Douglas J. Timmerman
(2), (3) Principal Financial and Accounting Officer
/s/ Michael W. Helser Treasurer, Chief Financial Officer
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Michael W. Helser
4) Directors
/s/ Douglas J. Timmerman Director (Chairman of the Board)
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Douglas J. Timmerman
<PAGE> 10
Director
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Richard A. Bergstrom
Director
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Holly Cremer Berkenstadt
Director
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Donald D. Kropidlowski
/s/ Greg Larson Director
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Greg Larson
/s/ Pat Richter Director
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Pat Richter
/s/ Bruce A Robertson Director
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Bruce A. Robertson
<PAGE> 11
REGISTRATION STATEMENT ON FORM S-8
ANCHOR BANCORP WISCONSIN INC.
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Incorporated
Exhibit Herein by Filed
No. Description Reference from Herewith
- ------ ----------- -------------- --------
<C> <C> <C> <C>
4.1 FCB Financial Corp. 1998 Exhibit 4.1 of FCB
Incentive Stock Plan Financial Corp.'s
Registration State-
ment on Form S-8
filed August 26,
1998 (Commission
File No. 333-62303)
4.2 FCB Financial Corp. 1993 Stock Exhibit 4.1 of FCB
Option and Incentive Plan Financial Corp.'s
Registration State-
ment on Form S-8
filed August 5,
1994 (Commission
File No. 82584)
4.3 OSB Financial Corp. 1992 Stock Exhibit A of OSB
Option and Incentive Plan Financial Corp.'s
Definitive Proxy
Statement for the
First Annual Meeting
of Stockholders held
on April 22, 1993;
filed on March 25,
1993(Commission File
No.0-20335)
4.4 Amendment to OSB Financial Corp. Exhibit 4.2 to Regis-
1992 Stock Option and Incentive tration Statement on
Plan dated April 24, 1997 Form S-8 of FCB
Financial Corp. filed
May 14, 1997 (Commis-
sion File No. 333-27135)
4.5 Provisions of the Articles of Exhibit 3.1 to Regis-
Incorporation of Anchor BanCorp tration Statement on
Wisconsin Inc. defining the Form S-1 of the Regis-
rights of holders of capital trant filed on
stock March 19, 1992 (Commis-
sion File No. 33-46536)
</TABLE>
<PAGE> 12
REGISTRATION STATEMENT ON FORM S-8
ANCHOR BANCORP WISCONSIN INC.
EXHIBIT INDEX
(continued)
---------------------
<TABLE>
<CAPTION>
Incorporated
Exhibit Herein by Filed
No. Description Reference from Herewith
- ------ ----------- --------------- --------
<C> <C> <C> <C>
4.6 Provisions of the Bylaws of Exhibit 3.2 to Regis-
Anchor BanCorp Wisconsin Inc. tration Statement on
defining the rights of holders Form S-1 of the Regis-
of capital stock trant filed on
March 19, 1992 (Commis-
sion File No. 33-46536)
4.7 Description of Series A Form 8-A of the Regis-
Preferred Share Purchase trant dated July 28,
Rights of Anchor BanCorp 1997, (Commission
Wisconsin Inc. File No. 000-20006)
5.1 Opinion of Whyte Hirschboeck X
Dudek S.C.
23.1 Consent of Ernst & Young LLP X
23.2 Consent of Whyte Hirschboeck X(1)
Dudek S.C.
24.1 Power of Attorney relating to X(2)
subsequent amendments
</TABLE>
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(1) Included as part of Exhibit 5.1 of this Registration Statement.
(2) Included on the signature page of this Registration Statement.
<PAGE> 1
EXHIBIT 5.1
June 16,1999
Anchor BanCorp Wisconsin Inc.
25 West Main Street
Madison, WI 53707
Ladies and Gentlemen:
We have acted as counsel for Anchor Bancorp Wisconsin Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 420,807 shares of the
Company's common stock, $0.10 par value (the "Common Stock"), and rights to
purchase shares of Common Stock associated with each share of Common Stock
("Rights"), which may be issued pursuant to the FCB Financial Corp. 1998
Incentive Stock Plan, the FCB Financial Corp. 1993 Stock Option and Incentive
Plan, and the OSB Financial Corp. 1992 Stock Option and Incentive Plan (the "FCB
Option Plans"). The FCB Option Plans were assumed by the Company as a result of
the merger of FCB Financial Corp. with and into the Company effective June 8,
1999.
In such capacity, we have examined, among other documents, the Articles of
Incorporation of the Company, as amended, the Bylaws of the Company, as amended,
and the Registration Statement to be filed on or shortly after the date of this
letter covering the offering of the Company's Common Stock pursuant to the Plan.
Based on the foregoing and such additional investigation as we have deemed
necessary, it is our opinion that the shares of Common Stock to be offered under
the Plan have been legally and validly authorized under the Articles of
Incorporation of the Company and the laws of the State of Wisconsin. When issued
and paid for in accordance with the description set forth in the Registration
Statement and the Plan, the Common Stock will be legally issued, fully-paid and
non assessable, except as set forth in Wisconsin Statutes Section 180.0622(2)(b)
as interpreted. We are also of the opinion that the Rights, if issued, when
issued pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of said Act.
Very truly yours,
WHYTE HIRSCHBOECK DUDEK S.C.
By: /s/ Andrew J. Guzikowski
---------------------------
Andrew J. Guzikowski
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the FCB Financial Corp. 1998 Incentive Stock Plan, FCB
Financial Corp. 1993 Stock Option and Incentive Plan, and the OSB Financial
Corp. 1992 Stock Option and Incentive Plan of our report dated April 30, 1999,
with respect to the consolidated financial statements of Anchor BanCorp
Wisconsin, Inc. included in its Annual Report (Form 10-K) for the year ended
March 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
June 24, 1999
