UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
OSB FINANCIAL CORP.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
670989 10 2
(CUSIP Number)
Donald D. Parker, Chairman of the Board, President and
Chief Executive Officer,
FCB Financial Corp., 108 East Wisconsin Avenue,
Neenah, Wisconsin 54957; (414) 727-3400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Jay O. Rothman, Foley & Lardner, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202-5367; (414) 271-2400
November 13, 1996
(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.
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>
CUSIP No. 670989 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FCB Financial Corp.
IRS Employer Identification No. 39-1760287
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
230,866+
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
9 SOLE DISPOSITIVE POWER
EACH
230,866+
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,866+
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.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per
share ("OSB Common Stock"), of OSB Financial Corp., a Wisconsin
corporation ("OSB"). The principal executive offices of OSB are located
at 430 South Koeller Street, Oshkosh, Wisconsin 54902.
Item 2. Identity and Background.
This statement is being filed by FCB Financial Corp., a
Wisconsin corporation ("FCB"), which maintains its principal office at 108
East Wisconsin Avenue, Neenah, Wisconsin 54956. FCB is the holding
company of Fox Cities Bank, F.S.B. ("Fox Cities Bank"). FCB is a
Wisconsin savings and loan holding company which owns all of the
outstanding stock of Fox Cities Bank. Fox Cities Bank is a federally-
chartered financial institution headquartered in Neenah, 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 FCB are
set forth in Schedule A hereto which is incorporated herein by reference.
During the last five years, neither FCB nor, to the best of
FCB's knowledge, any of FCB'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), FCB 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 FCB wishes to purchase for cash the OSB Common
Stock subject thereto, FCB will fund the exercise price from working
capital or through other sources, which could include borrowings.
The shares of OSB Common Stock owned by the only director or
executive officer of FCB who owns OSB Common Stock were purchased with
personal funds and are held for investment purposes. Details regarding
such ownership are set forth in Item 5 of this Schedule 13D.
Item 4. Purpose of Transaction.
FCB 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 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 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 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
OSB and FCB (the "OSB/FCB Stock Option Agreement"), OSB granted FCB an
irrevocable option to purchase (the "Option") 230,866 shares of OSB 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 OSB Common Stock) at an exercise price of $24.375
per share (the "Exercise Price") under certain circumstances in which the
Merger Agreement would be terminable and FCB would be entitled to receive
a termination fee thereunder. The Exercise Price is payable, at FCB's
election, either in cash or in shares of FCB Common Stock. If the Option
becomes exercisable, FCB (i) will have the right to receive, under certain
circumstances, a cash settlement that would pay to FCB the difference
between the aggregate Exercise Price and the then current market price of
the shares of OSB Common Stock underlying the Option and (ii) may request
that OSB repurchase from FCB all or a portion of the Option (of if the
Option is exercised, to repurchase from FCB all or any portion of the
acquired shares of OSB Common Stock) at the price specified in the OSB/FCB
Stock Option Agreement.
Under the Stock Option Agreements, each of FCB and OSB 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 FCB nor OSB 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
FCB's Current Report on Form 8-K, dated November 13, 1996, as filed with
the Securities and Exchange Commission. The brief summaries of 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
OSB/FCB Stock Option Agreement, neither FCB nor, to the best of FCB's
knowledge, any of FCB'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 OSB/FCB Stock Option Agreement, pursuant
to Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of
1934, as amended, FCB may be deemed to have sole voting and dispositive
power with respect to the OSB Common Stock subject to the Option and,
accordingly, may be deemed to beneficially own 230,866 shares of OSB
Common Stock, or approximately 16.6% of the OSB Common Stock outstanding
on November 13, 1996, assuming exercise of the Option. However, FCB
expressly disclaims any beneficial ownership of the 230,866 shares of OSB
Common Stock which may be acquired by FCB 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.
Mr. Phillip J. Schoofs, Vice President and Treasurer of FCB, is
the only executive officer or director of FCB who beneficially owns as of
the date hereof shares of OSB Common Stock. Mr. Schoofs owns 940 shares
of OSB Common Stock and has the sole power to vote and to direct the
disposition of such shares. These shares are held for personal
investment. FCB disclaims that it and Mr. Schoofs constitute a "group"
for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended.
(c): Except as set forth above, neither FCB nor, to the best of FCB's
knowledge, any of FCB's executive officers or directors, has affected any
transaction in the OSB Common Stock during the past 60 days.
(d): So long as FCB has not purchased the OSB Common Stock subject to
the Option, FCB 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 OSB 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 OSB pending the Merger, including certain
customary restrictions relating to the OSB Common Stock. Except as
provided in the Merger Agreement, the Stock Option Agreements or as set
forth herein, neither FCB, nor, to the best of FCB's knowledge, any of
FCB's executive officers or directors, has any contracts, arrangements,
understandings or relationships (legal or otherwise), with any person with
respect to any securities of OSB, 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 in this Schedule 13D by reference to the FCB (File No. 0-
22066) filing set forth therein.
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: November 22, 1996
FCB FINANCIAL CORP.
By: /s/ Phillip J. Schoofs
Phillip J. Schoofs
Vice President and Treasurer
<PAGE>
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 FCB. Each of the directors and executive officers of FCB is a
citizen of the United States. If no address is given, the director's or
executive officer's business address is FCB Financial Corp., 108 East
Wisconsin Avenue, Neenah, Wisconsin 54956. Unless otherwise indicated,
each occupation set forth opposite an executive officer's name refers to
employment with FCB.
Name Present Principal Occupation or Employment
and Address
Directors of FCB
Richard A. Bergstrom President, Bergstrom Hotel, Inc. and
Executive Vice President, Bergstrom
Corporation (an operator of hotels and
automobile dealerships), P.O. Box 549,
Neenah, WI 54957-0549
Walter H. Drew Retired, Former President and Chief
Executive Officer, Menasha Corporation (a
paper manufacturer and converter), P.O.
Box 422, Menasha, WI 54952-0422
David L. Erdmann Chairman, Chief Executive Officer and
President, Outlook Group Corp. (a graphic
services company offering speciality
printing, converting and packaging), 1180
American Drive, Neenah, WI 54956
Donald S. Koskinen Retired, Former President, Banta Company,
a division of Banta Corporation (a
commercial printing and graphic services
company), 315 Lake Road, Menasha, WI
54952
Donald D. Parker Chairman of the Board, President and Chief
Executive Officer
William A. Raaths President, Wisconsin Tissue Mills, Inc. (a
paper products manufacturer and a
subsidiary of Chesapeake Corporation) and
Group Vice President - Tissue Products,
Chesapeake Corporation ( a manufacturer of
tissue, packaging and wood products), 100
Main Street, Menasha, WI 54952
William J. Schmidt Chairman of the Board, U.S. Oil Co., Inc.
(a petroleum distributor), 425 S.
Washington Street, Combined Locks, WI
54113
Executive Officers of FCB
Donald D. Parker Chairman of the Board, President and Chief
Executive Officer
Harold L. Hermansen Vice President and Secretary
Phillip J. Schoofs Vice President and Treasurer
Michael J. Mancl Vice President
Executive Officers of Fox Cities Bank
Donald D. Parker Chairman of the Board, President and Chief
Executive Officer
Harold L. Hermansen Vice President-Lending and Secretary
Phillip J. Schoofs Vice President-Finance and Treasurer
Michael J. Mancl Vice President-Marketing
<PAGE>
FCB 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 FCB Financial Corp.'s
Current Report on Form 8-K, dated November 13,
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 FCB
Financial Corp.'s Current Report on Form 8-K,
dated November 13, 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 FCB
Financial Corp.'s Current Report on Form 8-K,
dated November 13, 1996]
(99) Joint Press Release of FCB Financial Corp.
and OSB Financial Corp., dated November 14,
1996. [Incorporated by reference to Exhibit
99 to FCB Financial Corp.'s Current Report
on Form 8-K, dated November 13, 1996]
