SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------------
Date of Report
(Date of earliest
event reported): April 30, 1999
FCB Financial Corp.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 0-22066 39-1760287
-------------------- --------------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
420 South Koeller Street, Oshkosh, Wisconsin 54902
-----------------------------------------------------------------
(Address of principal executive offices including zip code)
(920) 303-4900
----------------------------------
(Registrant's telephone number)
<PAGE>
Item 5. Other Events.
On April 30, 1999, FCB Financial Corp. announced its financial results
for the fiscal year ended March 31, 1999. The press release relating to the
earnings announcement is attached as Exhibit 99 to this Current Report on Form
8-K and is incorporated herein by reference.
-2-
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
Exhibit No. Description
----------- -----------
99 Press Release, dated April 30, 1999
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FCB FINANCIAL CORP.
Date: April 30, 1999 By: /s/ James J. Rothenbach
-----------------------
James J. Rothenbach
President and Chief Executive Officer
-4-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 Press Release, dated April 30, 1999
-5-
[FCB FINANCIAL CORP. LETTERHEAD]
Contact:
Phillip J. Schoofs, Vice President, Treasurer and Chief Financial Officer
(920) 303-4925
James J. Rothenbach, President and Chief Financial Officer (920) 303-4924
FCB FINANCIAL CORP.
ANNOUNCES FISCAL YEAR EARNINGS
Oshkosh, Wisconsin, April 30, 1999. FCB Financial Corp. (NASDAQ:FCBF)
today announced net income for the fiscal year ended March 31, 1999 of
$6,697,000, representing diluted earnings per share of $1.76. Compared to fiscal
1998, net income increased 14.6% from $5,844,000 and diluted earnings per share
increased 13.5% from $1.55. Income before provision for income taxes for the
fiscal year ended March 31, 1998 was reduced by merger associated expenses of
$1,177,000. The merger of equals between FCB Financial Corp. and the former OSB
Financial Corp. was completed on May 1, 1997 and accounted for as a purchase
transaction and, therefore, results of the former OSB Financial Corp. for the
month of April 1997 were not included.
Return on average equity and return on average assets both increased for
fiscal 1999 compared to 1998. Return on average equity for 1999 was 8.77%, an
increase of more than eight percent from 8.06% for 1998. Return on average
assets for 1999 was 1.28%, an increase of over nine percent from 1.17% for 1998.
FCB had an exceptional year for loan production with loan originations of
$263.1 million. This had a positive impact on earnings as the company had gains
from the sale of long term fixed rate mortgage loans of $1,162,000. This was an
increase of 19.5% from $935,000 compared to last year. Coupled with stable
operating expenses, this helped offset the decrease in net interest margin. The
net interest margin for fiscal 1999 was 3.40% compared to 3.41% for fiscal 1998.
Fiscal 1999 was dominated by loan refinancing activity which negatively
impacted the net interest margin as well as overall loan growth. Loans
outstanding increased slightly to $390.0 million at March 31, 1999 from $387.6
million at March 31, 1998. Loans originated and serviced for others also
increased slightly to $246.2 million at March 31, 1999 from $242.5 million at
March 31, 1998.
Deposits at March 31, 1999 were $329.4 million, an increase of 3.4% from
$318.5 million at March 31, 1998. This increase in deposits funded the growth in
total assets of $4.1 million as well as the decrease in borrowed funds of $7.3
million. Total assets at March 31, 1999 were $521.9 million.
During fiscal 1999, FCB completed its move of corporate staff and
centralized functions to Oshkosh and at the same time totally renovated and
updated the home office to accommodate the customer growth and volume at this
location. Additionally, a new downtown
<PAGE>
Neenah location is under construction with anticipated completion for the fall,
1999. This new Neenah location will provide state of the art banking facilities
and easy drive-up and lobby access for all banking and financial product and
service delivery.
For the fourth quarter ended March 31, 1999, net income was $1,586,000,
representing diluted earnings per share of $.42. This compares to net income of
$1,745,000 or diluted earnings per share of $.46 per share for the same period a
year ago. The fourth quarter of fiscal 1998 was positively impacted by a
$412,000 gain on sale of long term fixed rate mortgages compared to $192,000 for
the quarter ended March 31, 1999. In addition, the net interest margin decreased
from 3.47% for the fourth quarter of fiscal 1998 to 3.41% for the fourth quarter
of fiscal 1999 due to the rapidly changing and competitive interest rate
environment.
On January 5, 1999, the company announced it entered into a definitive
agreement providing for the merger of FCB Financial Corp. with and into Anchor
BanCorp Wisconsin Inc. Anchor BanCorp is the parent holding company for
AnchorBank, S.S.B., a $2.1 billion financial institution with 35 full service
offices and 2 lending only facilities in 13 Wisconsin counties.
In the merger, FCB shareholders will receive 1.83 shares of Anchor common
stock for each share of FCB common stock they own. Consummation of the merger is
subject to applicable regulatory approvals and to approval by the shareholders
of both companies. It is anticipated that the merger will be completed during
the second calendar quarter of 1999.
FCB Financial Corp. is a community based financial services holding
company with corporate headquarters in the Fox Valley, Wisconsin. Its wholly
owned subsidiary, Fox Cities Bank, serves as a community financial center
offering full service retail and business banking plus full brokerage,
investment and trust services from thirteen East Central Wisconsin offices
located in Appleton, Berlin, Darboy, Menasha, Neenah, Oshkosh, Ripon, Wautoma
and Winneconne.
-2-
<PAGE>
<TABLE>
FCB FINANCIAL CORP.
UNAUDITED FINANCIAL HIGHLIGHTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
- ---------------------------------------------- ------------------- ------------------ ---------------------- ----------------------
QUARTER QUARTER FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED
SELECTED OPERATIONS DATA 3/31/99 3/31/98 3/31/99 3/31/98*
- ---------------------------------------------- ------------------- ------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME $9,267 $9,810 $38,342 $37,939
INTEREST EXPENSE 4,972 5,435 20,987 21,292
PROVISION FOR LOAN LOSSES 84 150 402 950
NONINTEREST INCOME 677 957 3,412 3,010
OPERATING EXPENSES 2,436 2,412 9,731 9,016
MERGER-RELATED EXPENSES 0 0 0 827
PROVISION FOR INCOME TAXES 866 1,025 3,937 3,020
NET INCOME 1,586 1,745 6,697 5,844
- --------------------------
SELECTED FINANCIAL RATIOS
AND OTHER DATA
- --------------------------
RETURN ON AVERAGE ASSETS 1.21% 1.35% 1.28% 1.17%
RETURN ON AVERAGE EQUITY 8.18% 9.41% 8.77% 8.06%
NET INTEREST SPREAD 2.77% 2.78% 2.74% 2.68%
NET INTEREST MARGIN 3.41% 3.47% 3.40% 3.41%
NON-PERFORMING ASSETS TO TOTAL ASSETS 0.17% 0.26% 0.17% 0.26%
ALLOWANCE FOR LOAN LOSSES TO LOANS 0.98% 0.96% 0.98% 0.96%
SHARES OUTSTANDING 3,840,680 3,867,080 3,840,680 3,867,080
BASIC EARNINGS PER SHARE $0.43 $0.47 $1.80 $1.59
DILUTED EARNINGS PER SHARE $0.42 $0.46 $1.76 $1.55
DIVIDENDS DECLARED PER SHARE $0.22 $0.20 $0.88 $0.78
BOOK VALUE PER SHARE $20.29 $19.37 $20.29 $19.37
<PAGE>
FCB FINANCIAL CORP.
UNAUDITED FINANCIAL HIGHLIGHTS (Continued)
(DOLLARS IN THOUSANDS)
<CAPTION>
- -------------------------------------------------- ------------------ ------------------
AS OF AS OF
SELECTED FINANCIAL DATA 3/31/99 3/31/98
- -------------------------------------------------- ------------------ ------------------
<S> <C> <C>
TOTAL ASSETS $521,909 $517,772
LOANS RECEIVABLE - NET 387,324 370,934
LOANS HELD FOR SALE - NET 2,650 16,692
DEPOSIT ACCOUNTS 329,426 318,508
BORROWED FUNDS 102,100 109,350
SHAREHOLDERS' EQUITY 77,927 74,916
MORTGAGE LOANS SERVICED FOR OTHERS 246,233 242,491
* - ON MAY 1, 1997 THE CORPORATION MERGED WITH OSB FINANCIAL CORP. THEREFORE,
OPERATING RESULTS FOR THE FISCAL YEAR ENDED MARCH 31, 1998 INCLUDE THE RESULTS
OF OSB FINANCIAL CORP. AND SUBSIDIARIES FROM MAY 1, 1997.
</TABLE>
