UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
FCB Financial Corp.
108 West Wisconsin Avenue
Neenah, Wisconsin 54956
USA
2. Date of Event Requiring Statement (Month/Day/Year)
11/13/96
3. IRS or Social Security Number of Reporting Person (Voluntary)
39-1760287
4. Issuer Name and Ticker or Trading Symbol
OSB Financial Corp. (OSBF)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
_____________________________________________________________________________
Table I -- Non-Derivative Securities Beneficially Owned
_____________________________________________________________________________
1. Title of Security
2. Amount of Securities Beneficially Owned
3. Ownership Form:
Direct(D) or Indirect(I)
4. Nature of Indirect Beneficial Ownership
_______________________________________________________________________________
Table II -- Derivative Securitites Beneficially Owned
_______________________________________________________________________________
1. Title of Derivative Security
Stock Option (right to buy)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
---------------- ---------------
(1) (2)
3. Title and Amount of Underlying Securities
Title Amount or Number of Shares
----- --------------------------
Common Stock 230,866
4. Conversion or exercise price of derivative Security
$24.375
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
(1) The option may be exercised under certain circumstances set forth in the
Agreement and Plan of Merger, dated as of November 13, 1996, between FCB
Financial Corp. and OSB Financial Corp. (the "Merger Agreement"), if the
Merger Agreement becomes terminable. The Merger Agreement is filed as
Exhibit 2.1 to the FCB Financial Corp. Form 8-K dated November 13, 1996
(the "FCB Form 8-K").
(2) The option will terminate under certain circumstances upon the termination
of the Merger Agreement or upon the occurrence of certain other events set
forth in the Stock Option and Trigger Payment Agreement, dated as of
November 13, 1996, between OSB Financial Corp. and FCB Financial Corp.,
which option agreement is filed as Exhibit 2.3 to the FCB Form 8-K.
SIGNATURE OF REPORTING PERSON
FCB FINANCIAL CORP.
By: /s/ Phillip J. Schoofs
Phillip J. Schoofs
Vice President and Treasurer
DATE
11/22/96
