SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
FCB FINANCIAL CORP.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
107002-30193210
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(CUSIP Number)
James J. Rothenbach, President and Chief Executive Officer,
OSB Financial Corp., 420 South Koeller Street,
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Oshkosh, Wisconsin 54902; (414) 236-3680
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Christopher J. Zinski, Schiff Hardin & Waite, 7200 Sears Tower
Chicago, Illinois 60606; (312) 876-1000
November 13, 1996
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(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
Page 1 of 12 Pages
Exhibit Index is on Page 12<PAGE>
containing information which would alter disclosures provided in a
prior cover page.
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).
Page 2 of 12 Pages
Exhibit Index is on Page 12<PAGE>
CUSIP No. 107002-30193210 Page 3 of 11 Pages
---------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OSB Financial Corp.
IRS Employer Identification No. 39-1726499
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 489,463+
BENEFICIALLY
8 SHARED VOTING POWER OWNED BY
EACH
0 REPORTING
PERSON
9 SOLE DISPOSITIVE POWER WITH
489,463+
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,463+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
CO
+ Beneficial ownership disclaimed. See Item 5 below.<PAGE>
Page 4 of 12 Pages
Item 1. Security and Issuer.
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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 108 East Wisconsin Avenue, Neenah, Wisconsin 54956.
Item 2. Identity and Background.
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This statement is being filed by OSB Financial Corp., a
Wisconsin corporation ("OSB"), which maintains its principal office at
420 South Koeller Street, Oshkosh, Wisconsin 54902. OSB is the
holding company of Oshkosh Savings Bank, F.S.B. ("Oshkosh Savings").
OSB is a Wisconsin savings and loan holding company which owns all of
the outstanding stock of Oshkosh Savings. Oshkosh Savings is a
federally-chartered financial institution headquartered in Oshkosh,
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 OSB are set forth in Schedule A hereto which is incorporated herein
by reference.
During the last five years, neither OSB nor, to the best of
OSB's knowledge, any of OSB'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.
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Concurrently with entering into the Merger Agreement (as
defined in Item 4 below), OSB was granted the Option (as defined in
Item 4 below). 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 OSB wishes to purchase for
cash the FCB Common Stock subject thereto, OSB will fund the exercise
price from working capital or through other sources, which could
include borrowings.
All of the shares of FCB Common Stock owned by the directors
and executive officers of OSB which are disclosed in Item 5 of this<PAGE>
Page 5 of 12 Pages
Schedule 13D were purchased by those directors and executive officers
with personal funds and are held for investment purposes.
Item 4. Purpose of Transaction.
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OSB has entered into an Agreement and Plan of Merger, dated
as of November 13, 1996 (the "Merger Agreement"), providing for the
merger of OSB with and into FCB (the "Merger"), pursuant to a merger
of equals transaction. FCB will be the surviving corporation in the
Merger (the "Surviving Corporation") and will continue to operate
under the name FCB Financial Corp. The Merger Agreement has been
approved by the Boards of Directors of both of the constituent
companies and, subject to shareholder approval of both FCB and OSB
shareholders as well as various regulatory approvals, the Merger is
expected to be completed during the second quarter of 1997. The
banking subsidiaries of the two merger partners are also expected to
merge and will thereafter operate under the name Fox Cities Bank,
F.S.B. (the "Surviving Bank").
Under the terms of the Merger Agreement, each share of OSB
Common Stock issued and outstanding immediately prior to the
effectiveness of the Merger (the "Effective Time") will (except as
otherwise provided below) be cancelled and converted into the right to
receive 1.46 shares (the "OSB Exchange Ratio") of the common stock,
$.01 par value, of FCB (the "FCB Common Stock") plus cash in lieu of
any fractional shares. All shares of OSB Common Stock (i) owned by
OSB as treasury stock, (ii) owned by the OSB Management Development
and Recognition Plans and not allocated to participants thereunder or
(iii) owned by FCB will be cancelled and no FCB Common Stock or other
consideration will be given in exchange therefor. Shares of FCB
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 granted by OSB under the terms of the OSB Financial Corp. 1992
Stock Option and Incentive Plan (the "OSB Option Plan") which is
outstanding and unexercised prior to the Effective Time will be
converted into an option to purchase shares of FCB Common Stock equal
to the product of the number of shares of OSB Common Stock subject to
the original option and the OSB 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 OSB Exchange Ratio (with the exercise
price rounded down to the nearest whole cent).
The cancellation and conversion of OSB Common Stock at the
Effective Time into shares of FCB Common Stock will cause OSB Common
Stock to cease to be listed on The Nasdaq Stock Market and to make OSB
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 quarterly
cash dividend of the Surviving Corporation will remain at the current<PAGE>
Page 6 of 12 Pages
FCB level of $.18 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 OSB; the receipt of regulatory approvals,
including approval of the Office of Thrift Supervision, to consummate
the Merger; and the receipt of opinions of counsel that the Merger
will qualify as a tax-free reorganization. In addition, the Merger is
conditioned upon the effectiveness of a registration statement to be
filed by FCB with the Securities and Exchange Commission with respect
to shares of FCB 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 FCB and OSB in the second
quarter of 1997.
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 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, the satisfaction of material claims, liabilities or
obligations, and material changes to the investment securities
portfolio or gap position of FCB or OSB. (See Article V of the Merger
Agreement.)
The Merger Agreement provides that, after the Effective
Time, the corporate headquarters of the Surviving Corporation will be
located in Oshkosh, Wisconsin. The Surviving Corporation's Board of
Directors, which will be divided into three classes, will consist of a
total of 14 directors, 7 of whom will be selected by FCB and 7 of whom
will be selected by OSB. Mr. Donald D. Parker, the current Chairman
of the Board, President and Chief Executive Officer of FCB, will serve
as Chairman of the Board of Directors of the Surviving Corporation and
the Surviving Bank. Mr. James J. Rothenbach, the current President
and Chief Executive Officer of OSB, will serve as President and Chief
Executive Officer of the Surviving Corporation and the Surviving Bank.
Mr. Phillip J. Schoofs, the current Vice President and Treasurer of
FCB, will serve as the Vice President, Treasurer and Chief Financial
Officer of the Surviving Corporation and the Surviving Bank. (See
Article I of the Merger Agreement.)
The Merger Agreement may be terminated under certain
circumstances, including (i) by mutual consent of the parties; (ii) by
either party within 20 days of the date of the Merger Agreement (30
days in the case of environmental issues) if such party determines,
upon completion of its due diligence, that the Merger would not be in
the best interests of such party or its shareholders; (iii) by either
party if the Merger is not consummated by September 30, 1997; (iv) by
either party if either of FCB's or OSB's shareholders vote against the
Merger or if any state or federal law or court order prohibits the<PAGE>
Page 7 of 12 Pages
Merger; (v) by the non-breaching party if there exist breaches of any
representations or warranties contained in the Merger Agreement or in
the Stock Option Agreements (as hereinafter defined), which breaches,
individually or in the aggregate, would result in a material adverse
effect on the breaching party and which are not cured within thirty
(30) days after notice; (vi) by the non-breaching party if there
occurs a material breach of any covenant or agreement in the Merger
Agreement or in the Stock Option Agreements which is not cured within
thirty (30) days after notice; (vii) by either party if the Board of
Directors of the other party shall withdraw or adversely modify its
recommendation of the Merger or shall approve or recommend any
competing transaction; or (viii) by either party, under certain
circumstances, as a result of a third party tender offer or business
combination proposal which such party, pursuant to its directors'
fiduciary duties, is, in the opinion of such party's counsel and after
the other party has first been given an opportunity to make
concessions and adjustments in the terms of the Merger Agreement,
required to accept. (See Article VIII of the Merger Agreement.)
The Merger Agreement provides that if a breach described in
clause (v) or (vi) of the previous paragraph occurs, then, if such
breach is not willful, the non-breaching party will be entitled to
reimbursement of its out-of-pocket expenses, not to exceed $200,000.
In the event of a willful breach, the non-breaching party will be
entitled to its out-of-pocket expenses (which shall not be limited to
$200,000) and any remedies it may have at law or in equity, and
provided that if, at the time of the breaching party's willful breach,
there shall have been a third party tender offer or business
combination proposal which shall not have been rejected by the
breaching party or withdrawn by the third party, then such breaching
party, at the time of termination of the Merger Agreement, will pay to
the non-breaching party an additional termination fee equal to $1.0
million. The Merger Agreement also requires payment of a termination
fee of $1.0 million, together with reimbursement of out-of-pocket
expenses, by one party (the "Target Party") to the other party, if the
Merger Agreement is terminated (i) as a result of the acceptance by
the Target Party of a third party tender offer or business combination
proposal, (ii) as a result of the Target Party's material failure to
convene a meeting of shareholders while a third party tender offer or
business combination proposal remains outstanding, (iii) following a
failure of the shareholders of the Target Party to approve the Merger
while a third party tender offer or business combination proposal
remains outstanding or, (iv) the Board of Directors of either party to
the Merger withdraws or modifies its recommendation of the Merger
Agreement, approves or recommends any business combination with a
third party, or resolves to take any of the foregoing actions. The
termination fees (exclusive of any amounts paid for the reimbursement
of expenses) payable by FCB or OSB under the foregoing provisions plus
the aggregate amount which could be payable by FCB or OSB under the
Stock Option Agreements may not exceed $1.5 million in the aggregate.
Concurrently with the Merger Agreement, FCB and OSB have
also entered into reciprocal stock option and trigger payment
agreements (the "Stock Option Agreements") granting each other<PAGE>
Page 8 of 12 Pages
irrevocable options to purchase up to 19.9% of the other party's
shares of common stock issued and outstanding as of November 13, 1996.
Specifically, under the Stock Option Agreement by and
between FCB and OSB (the "FCB/OSB Stock Option Agreement"), FCB
granted OSB an irrevocable option to purchase (the "Option") 489,463
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 issued and outstanding shares of FCB Common Stock) at an
exercise price of $18.875 per share (the "Exercise Price") under
certain circumstances in which the Merger Agreement would be
terminable and OSB would be entitled to receive a termination fee
thereunder. The Exercise Price is payable, at OSB's election, either
in cash or in shares of OSB Common Stock. If the Option become
exercisable, OSB (i) will have the right to receive, under certain
circumstances, a cash settlement that would pay to OSB the difference
between the aggregate Exercise Price and the then current market price
of the shares of FCB Common Stock underlying the Option and (ii) may
request that FCB repurchase from OSB all or a portion of the Option
(or if the Option is exercised, to repurchase from OSB all or any
portion of the acquired shares of FCB Common Stock) at the price
specified in the FCB/OSB Stock Option Agreement.
Under the Stock Option Agreements, each of OSB and FCB have
agreed to vote, prior to November 13, 2001 (the "Expiration Date"),
any shares of capital stock of the other party acquired by such party
pursuant to the Stock Option Agreements or otherwise beneficially
owned by such party on each matter submitted to a vote of shareholders
of such other party for and against such matter in the same proportion
as a vote of all other shareholders of such other party is voted for
and against such matter.
The Stock Option Agreements provide that, prior to the
Expiration Date, neither OSB nor FCB shall sell, assign, pledge, or
otherwise dispose of or transfer the shares they acquire pursuant to
the Stock Option Agreements (collectively, the "Restricted Shares")
except as otherwise specifically provided in the Stock Option
Agreements. In addition to the cash settlement and repurchase rights
mentioned above, subsequent to the termination of the Merger
Agreement, each of the parties will have the right to have such shares
of the other party registered under the Securities Act of 1933, as
amended, for sale in a public offering, unless the issuer of the
shares elects to repurchase them at their then market value. The
Stock Option Agreements also provide that, following the termination
of the Merger Agreement, either party may sell the Restricted Shares
pursuant to a tender or exchange offer approved or recommended, or
otherwise determined to be fair and in the best interests of such
other party's shareholders, by a majority of the Board of Directors of
such other party.
The Merger Agreement, the joint press release issued in
conjunction therewith and the Stock Option Agreements are incorporated
herein by reference to Exhibits 2.1, 99, 2.2 and 2.3, respectively, to
OSB's Current Report on Form 8-K, dated November 13, 1996, as filed
with the Securities and Exchange Commission. The brief summaries of<PAGE>
Page 9 of 12 Pages
the material provisions of the Merger Agreement and the Stock Option
Agreements 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 FCB/OSB Stock Option Agreement, neither OSB nor, to the best of
OSB's knowledge, any of OSB'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 FCB/OSB Stock Option Agreement,
pursuant to Rule 13d-3(d)(1)(i) promulgated under the Securities
Exchange Act of 1934, as amended, OSB 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 489,463 shares of FCB Common Stock, or approximately 16.6% of the
FCB Common Stock outstanding on November 13, 1996, assuming exercise
of the Option. However, OSB expressly disclaims any beneficial
ownership of the 489,463 shares of FCB Common Stock which may be
acquired by OSB 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 OSB own
the indicated number of shares of FCB Common Stock. Unless otherwise
indicated, all of the following directors and executives of OSB have
sole power to vote and direct the disposition of the listed shares:
David L. Guerden - 1,041 shares
Ronald L. Tenpas - 2,412 shares
Without exception, all shares of FCB Common Stock owned by the
directors and executive officers of OSB are held for personal
investment. OSB disclaims that any of its directors and executive
officers who own FCB Common Stock, along with OSB, constitute a
"group" for purposes of Section 13 of the Securities Exchange Act of
1934, as amended.
(c): Except as set forth above, neither OSB nor, to the best of
OSB's knowledge, any of OSB's executive officers or directors, has
affected any transaction in the FCB Common Stock during the past 60
days.
(d): So long as OSB has not purchased the FCB Common Stock
subject to the Option, OSB does not have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, any of the FCB Common Stock.
(e): Not applicable.<PAGE>
Page 10 of 12 Pages
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 the FCB Common Stock.
Except as provided in the Merger Agreement, the Stock Option
Agreements or as set forth herein, neither OSB, nor, to the best of
OSB's knowledge, any of OSB'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.
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The exhibits listed in the accompanying Exhibit Index are
incorporated in this Schedule 13D by reference to the OSB (File No. 0-
20335) filing set forth therein.
SIGNATURE.
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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: November 25, 1996
OSB FINANCIAL CORP.
By: /s/ James J. Rothenbach
-----------------------------
James J. Rothenbach
President and Chief Executive Officer<PAGE>
Page 11 of 12 Pages
SCHEDULE A
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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 OSB. Each of the directors and executive officers of OSB
is a citizen of the United States. Unless otherwise indicated, each
occupation set forth opposite an executive officer's name refers to
employment with OSB.
Present Principal Occupation or Employment
Name and Address
---- ------------------------------------------
Directors of OSB
William P. Jacobsen, Jr. Retired, Former Vice President/Finance,
Treasurer and Chief Financial Officer,
Oshkosh B'Gosh, Inc.
Dr. Edwin L. Downing Ophthalmologist - solo practitioner
Thomas C. Butterbrodt Consultant, Berlin Foundry Corporation
David L. Guerden President, Hrnaks Flowerland and Gifts
Ronald L. Tenpas President, Office Environment, Inc.
David L. Baston Consultant, independent contractor
David L. Omachinski Vice President/Finance, Treasurer and Chief
Financial Officer, Oshkosh B'Gosh, Inc.
James J. Rothenbach President and Chief Executive Officer, OSB
Financial Corp.
Executive Officers of OSB
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James J. Rothenbach President and Chief Executive Officer
David A. Hayford Vice President-Finance and Treasurer
Cynthia Doughty Secretary
Executive Officers of Oshkosh Savings Bank, F.S.B.
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James J. Rothenbach President and Chief Executive Officer
David A. Hayford Vice President-Finance and Treasurer
Theodore W. Hoff Vice President-Retail Sales and Service
Philip C. Westfahl Vice President-Retail Lending
Thomas J. Dunham Vice President-Business Banking<PAGE>
Page 12 of 12 Pages
OSB FINANCIAL CORP.
EXHIBIT INDEX TO SCHEDULE 13D
(2.1) Agreement and Plan of Merger, dated as of
November 13, 1996, by and among FCB Financial
Corp. and OSB Financial Corp. [Incorporated
by reference to Exhibit 2.1 to OSB Financial
Corp.'s Current Report on Form 8-K, dated
November 25, 1996]
(2.2) Stock Option and Trigger Payment Agreement,
dated as of November 13, 1996, by and among
FCB Financial Corp. and OSB Financial Corp.
[Incorporated by reference to Exhibit 2.2 to
OSB Financial Corp.'s Current Report on Form
8-K, dated November 25, 1996]
(2.3) Stock Option and Trigger Payment Agreement,
dated as of November 13, 1996, by and among
OSB Financial Corp. and FCB Financial Corp.
[Incorporated by reference to Exhibit 2.3 to
OSB Financial Corp.'s Current Report on Form
8-K, dated November 25, 1996]
( 99) Joint Press Release of FCB Financial Corp.
and OSB Financial Corp., dated November 14,
1996. [Incorporated by reference to Exhibit
99 to OSB Financial Corp.'s Current Report on
Form 8-K, dated November 25, 1996]<PAGE>
