SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FCB Financial Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
301932 10 9
(CUSIP Number)
* 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>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FCB Financial Corp. Employee Stock Ownership Plan
Trustee of the FCB Financial Corp. Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Wisconsin
5 SOLE VOTING POWER
NUMBER OF
110,146 shares
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
68,023 shares
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 110,146 shares
PERSON
8 SHARED DISPOSITIVE POWER
WITH
68,023 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,169 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
12 TYPE OF REPORTING PERSON*
EP
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1(a). Name of Issuer:
FCB Financial Corp.
Item 1(b). Address of Issuer's Principal Executive Offices
108 East Wisconsin Avenue
Neenah, Wisconsin 54957-0447
Item 2(a). Name of Person Filing:
FCB Financial Corp. Employee Stock Ownership Plan
Trustee of the FCB Financial Corp. Employee Stock Ownership
Plan
The Trustee of the FCB Financial Corp. Employee Stock
Ownership Plan is a committee consisting of the
following individuals: William A. Raaths, David L.
Erdmann and Richard A. Bergstrom. The Trustee (which
acts by a majority vote of the individuals comprising
the Trustee) exercises sole voting and dispositive
power over shares which have not been allocated to
Plan participants and shared voting and dispositive
power over allocated shares. This Amendment No. 3 to
Schedule 13G is filed on behalf of the FCB Financial
Corp. Employee Stock Ownership Plan and the Trustee
thereof.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
108 East Wisconsin Avenue
Neenah, Wisconsin 54957-0447
Item 2(c). Citizenship:
State of Wisconsin
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e): CUSIP Number:
301932 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [x] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned: 178,169 shares
(b) Percent of Class: 7.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
110,146 shares
(ii) shared power to vote or to direct the vote
68,023 shares
(iii) sole power to dispose or to direct the
disposition of 110,146 shares
(iv) shared power to dispose or to direct the
disposition of 68,023 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Participants who are allocated shares under the FCB Financial
Corp. Employee Stock Ownership Plan have certain rights with
respect thereto, including the right to receive dividends on
and the proceeds from the sale of such shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Date: February 11, 1997
FCB Financial Corp. Employee Stock Ownership Plan
Trustee for the FCB Financial Corp. Employee Stock Ownership Plan
/s/ William A. Raaths
William A. Raaths
/s/ David L. Erdmann
David L. Erdmann
/s/ Richard A. Bergstrom
Richard A. Bergstrom
The foregoing persons are a committee which serves as the Trustee of the
FCB Financial Corp. Employee Stock Ownership Plan.
