SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No.___)
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
PSB HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid: ___________________________
(2) Form, Schedule or Registration Statement No:
___________________________
(3) Filing Party: ___________________________
(4) Date Filed: ___________________________
[PSB HOLDINGS, INC. LETTERHEAD]
October 3, 2002
Re: NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
11:00 A.M., NOVEMBER 19, 2002
To Our Shareholders:
You are cordially invited to attend a special meeting of the
shareholders of PSB Holdings, Inc., which will be held at 11:00 a.m. on
November 19, 2002, at the Rib Mountain branch of the Bank, 2904 Rib
Mountain Drive, Wausau, Wisconsin. The purpose of the special meeting of
the shareholders is to consider and vote upon an amendment of the restated
articles of incorporation of PSB Holdings, Inc. to increase the number of
authorized shares of the company's common stock from 1,000,000 shares to
3,000,000 shares.
At its meeting held July 16, 2002, the Board of Directors declared a
2-for-1 stock split to shareholders of record on November 19, 2002,
subject to the shareholders giving their approval to a proposed increase
in the authorized shares at the special meeting. If the increase in
authorized shares is approved, you will receive one additional share of
our common stock for each share now registered in your name. One of the
principal purposes of the stock split is to improve shareholder liquidity
by increasing the number of shares available for trading and reducing the
price per share to attract more investors.
The stock split will have no immediate effect on the value of the
total number of shares you own. For example, on the effective date of the
split, if the bid price of the stock were $41.00 and you then owned 100
shares with a total value of $4,100, you would own 200 shares, at a bid
price of $20.50 and a total value of $4,100 immediately following the
split.
The enclosed Notice of Special Meeting and Proxy Statement will
provide you with additional details and describe the formal business to be
conducted at the special meeting. Directors and officers will be present
at the special meeting to respond to any questions that our shareholders
may have regarding the business to be conducted.
The Board has determined that the proposed increase in authorized
shares is in the best interests of the holding company and its
shareholders. For the reasons described in the Proxy Statement, the Board
unanimously recommends that you vote FOR the proposed increase in the
authorized shares. PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY. Your cooperation is appreciated, as two-thirds of our common
stock must be voted in favor of the amendment in order to proceed with the
stock split. Shareholders of record on September 30, 2002 are entitled to
vote at the special meeting.
If you have any questions about the stock split, please feel free to
telephone either Dave Svacina (715-847-4021) or Scott Cattanach (715-847-
4020) at the Bank.
Very truly yours,
DAVID K. KOPPERUD
David K. Kopperud
President
PSB HOLDINGS, INC. OCTOBER 3, 2002
1905 W. STEWART AVENUE
WAUSAU, WISCONSIN 54401
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 2002
SOLICITATION OF PROXIES
We are providing these proxy materials in connection with
the solicitation of proxies by the Board of Directors of PSB
Holdings, Inc., for use at the special meeting of shareholders
to be held at 11:00 a.m. on November 19, 2002, at the Rib
Mountain branch of the Bank, 2904 Rib Mountain Drive, Wausau,
Wisconsin and at any adjournments of the special meeting. At
the meeting shareholders will be asked to consider and adopt an
amendment to our restated articles of incorporation. See
"Amendment to Restated Articles of Incorporation," below.
AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
PROPOSED AMENDMENT
The Board has recommended that the shareholders approve an amendment
to the company's restated articles of incorporation so as to increase the
number of authorized shares of common stock of the company from 1,000,000
shares to 3,000,000 shares. As recommended by the Board, the text of the
Article 3 of the company's restated articles of incorporation would be
amended in its entirety to read as follows:
Article 3. AUTHORIZED SHARES. The aggregate number of shares
that the Corporation shall have authority to issue is 3,000,000 shares of
common stock with no par value.
REASONS FOR AMENDMENT
The company currently has the authority to issue 1,000,000 shares of
common stock, with no par value per share. As of September 30, 2002, the
company had 834,551 shares of its common stock issued and outstanding.
Combined with 13,446 shares of common stock
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reserved for issuance upon exercise of options granted by the company, the
number of authorized shares of the company's common stock that are available
for issuance is 152,003.
On July 16, 2002, the Board approved the declaration of a 2-for-1
stock split, subject to shareholder approval of the amendment to the
company's restated articles of incorporation. If the amendment is
approved, the stock split will be payable December 2, 2002, to
shareholders of record on November 19, 2002. As a result of the split,
shareholders of record on November 19, 2002 would be entitled to receive
an additional share of the company's common stock for each share of common
stock then held.
The Board believes that the 2-for-1 stock split will place the market
value of the common stock in a range which is more attractive to investors
and may therefore result in a broader market and attract more widespread
ownership of the common stock. The split may, therefore, improve
shareholder liquidity. The increased number of shares and the lower price
per share may also facilitate estate planning and transfers of stock among
family members.
The Board believes that in addition to facilitating the 2-for-1 stock
split, an increase in the number of authorized shares of common stock is
necessary to provide a sufficient number of shares for future stock splits
or stock dividends, the issuance of stock in connection with employee
stock option and other employee benefit plans that may be adopted in the
future, possible acquisitions, and for other general corporate purposes.
At this time, the Board does not have any intention to issue any
additional common stock pursuant to any plan that is not now in effect,
the company has no present intention to acquire any other business or
entity, and there are no other commitments for the issuance of additional
common stock other than pursuant to the exercise of existing stock
options. However, approving an increase in the number of authorized
shares at this time would avoid the additional expense and delay
incidental to obtaining shareholder approval of an amendment to the
restated articles of incorporation at the time of an acquisition or other
transaction described above.
It is important to note that authorized, unissued and unreserved
common stock may be issued from time to time for any proper purpose
without further action of the shareholders, except as required by the
company's restated articles of incorporation or applicable law. The
ability of the Board to issue additional shares of common stock without
shareholder approval may be considered to have an antitakeover effect,
since unissued and unreserved shares could be issued by the Board in
circumstances that may have the effect of deterring takeover bids. The
Board does not intend to issue any additional shares of the company's
common stock except on terms that it deems to be in the best interests of
the company and its shareholders.
Each share of common stock authorized for issuance has the same rights
and is identical in all respects with each other share of common stock.
Newly authorized shares of common stock will not affect the voting or
liquidation rights of the shares of common stock currently outstanding.
Shareholders will not have preemptive rights to purchase any subsequently
issued shares of common stock.
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VOTE REQUIRED FOR APPROVAL OF AMENDMENTS
All shareholders are requested to specify their votes on the enclosed
form of proxy. If no specification is made, the proxy will be voted for
amendment to the articles of incorporation as set forth in this proxy
statement. Adoption of the amendment requires the approval of two-thirds
of the shares of common stock of the company that are issued and
outstanding as of the record date for the special meeting of shareholders.
If the amendment is approved at the special meeting, it is the
company's intention to file the appropriate documentation with the
Wisconsin Department of Financial Institutions as promptly as practicable
in order to make the amendment to the restated articles of incorporation
effective. Upon the filing of the amendment, all shareholders of the
company will be bound by the amendment whether or not they have voted to
adopt it.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR THE AMENDMENT TO THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION IN ORDER TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK OF THE COMPANY TO 3,000,000 SHARES.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, based on statements filed with the
Securities and Exchange Commission or information otherwise known to us, the
name of each person believed by us to own more than 5% of our common stock
and the number of shares of common stock held by each person.
SHARES OF BANK STOCK PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED CLASS
Lawrence Hanz, Jr. 44,235 5.30%
2102 Clarberth
Schofield, WI 54476
The following table sets forth, based on statements filed with the
Securities and Exchange Commission, the amount of common stock which is
deemed beneficially owned on the record date by each of our directors,
each of the executive officers named in the summary compensation table,
and our directors and executive officers as a group. The amounts
indicated include shares held by spouses and minor children, shares held
indirectly in trust for the benefit of the directors and/or their spouses,
children or parents and shares held by businesses or trusts over which
directors exercise voting control.
SHARES OF STOCK PERCENT OF
NAME BENEFICIALLY OWNED CLASS
Gordon P. Connor 11,232 1.35%
Patrick L. Crooks 7,693 *
William J. Fish 7,940 *
Charles A. Ghidorzi 165 *
Gordon P. Gullickson 4,972 *
David K. Kopperud 4,395 *
Thomas R. Polzer 760 *
William M. Reif 1,305 *
Thomas A. Riiser 8,360 1.00%
John H. Sonnentag 1,001 *
David A. Svacina 2,300 *
Todd R. Toppen 1,000 *
Scott M. Cattanach 0 *
All directors and
officers as a group
(13 persons) 51,123 6.13%
*Less than 1%
PROXIES AND VOTING PROCEDURES
YOUR VOTE
Whether or not you plan to attend the annual meeting, please sign,
date and return the enclosed proxy promptly in order to be sure that your
shares are voted. You may revoke your proxy at any time before it is
voted by giving written notice to the Secretary of the company at our
principal office in Wausau, Wisconsin; by filing another duly executed
proxy bearing a later date with the Secretary; or by giving oral notice to
the presiding officer at the special meeting of shareholders.
All shares represented by your properly completed proxies which have
been submitted to us prior to the meeting (and which have not been
revoked) will be voted in accordance with your instructions. IF YOU DO
NOT INDICATE HOW YOUR SHARES SHOULD BE VOTED ON A PROPOSAL, THE SHARES
REPRESENTED BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED TO APPROVE THE
AMENDMENT TO THE HOLDING COMPANY'S RESTATED ARTICLES OF INCORPORATION.
If any other matters are properly presented at the special meeting for
consideration, including any motion to adjourn the meeting to another time
or place, the persons named as proxies in the proxy form furnished to you
by the Board of Directors will have discretion
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to vote on those matters according to their best judgment to the same extent
as you would be entitled to vote.
SHAREHOLDERS ENTITLED TO VOTE
Shareholders at the close of business on the record date,
September 30, 2002, are entitled to notice of and to vote at the special
meeting of shareholders. Each share is entitled to one vote on each
proposal properly brought before the special meeting. Votes cast by proxy
or in person at the special meeting will be tabulated by an inspector of
elections appointed by the Board of Directors. On the record date, there
were 834,551 shares of common stock outstanding.
QUORUM, REQUIRED VOTE AND RELATED MATTERS
QUORUM. A quorum is present if a majority of the votes entitled to be
cast are represented at the special meeting of shareholders in person or
by proxy. For purposes of determining a quorum, shareholders who are
present in person or are represented by proxy, but who abstain from
voting, are considered present and count toward the determination of the
quorum. Shares reported as broker non-votes (described in more detail
below) are also considered to be shares present for purposes of
determining whether a quorum is present.
BROKER NON-VOTES. If you hold shares in "street name" through a
broker or other nominee, your broker or nominee may not be permitted to
exercise voting discretion with respect to each proposal to be voted upon.
Brokers or nominees who are the holders of record of company common stock
for customers generally have discretionary authority to vote on certain
routine matters. However, such brokers generally will not have authority
to vote on other matters if they have not received instructions from their
customers. If you do not give your broker or nominee specific
instructions, your shares may not be voted and will not be counted in
determining the number of shares necessary for approval. In determining
the vote of a shareholder on matters for which a broker or nominee does
not have the authority to vote, shares held of record by the broker or
nominee will be recorded as a "broker non-vote."
AMENDMENT TO RESTATED ARTICLES OF INCORPORATION. The company's
restated articles of incorporation provide that any amendments, including
the proposal to increase the number of authorized shares to 3,000,000,
must be approved by the holders of at least two-thirds of the shares of
the company's common stock. By checking the appropriate box on the
accompanying form of proxy, you may vote for the amendment to the
company's restated articles of incorporation, against the amendment, or to
abstain from voting on the proposal. Shares abstained or otherwise not
voted (because of broker non-vote or otherwise) will have the effect of a
vote against the proposal to amend the company's restated articles of
incorporation.
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COSTS OF SOLICITATION
In addition to solicitation by mail, our officers, directors and
regular employees may solicit proxies in person or by telephone,
facsimile, electronic mail or other forms of communication. Expenses in
connection with the solicitation of proxies, including the reasonable
expenses of brokers, fiduciaries and other nominees in forwarding proxy
material to beneficial owners of our common stock, will be borne by us.
ANNUAL MEETING PROXY STATEMENT PROPOSALS
Any shareholder who intends to present a proposal at the annual
meeting to be held in 2003 must deliver the written proposal to the
Secretary of the company at our office in Wausau, Wisconsin not later than
November 30, 2002, if the proposal is submitted for inclusion in our proxy
materials for that meeting pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934.
OTHER MATTERS
As of the date of this proxy statement, the Board knows of no business
that will be presented for consideration at the special meeting of
shareholders other than as stated in this proxy statement. If, however,
other matters are properly brought before the special meeting, it is the
intention of the persons named in the accompanying proxy to vote the
shares represented thereby in accordance with their judgment.
By Order of the Board of Directors
DAVID K. KOPPERUD
David K. Kopperud
President
October 3, 2002
Wausau, Wisconsin
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
PSB HOLDINGS, INC.
PROXY SOLICITED BY DIRECTORS FOR SPECIAL MEETING
NOVEMBER 19, 2002
The undersigned hereby appoint(s) David K. Kopperud and Todd R. Toppen,
and each of them, proxies of the undersigned, with full power of
substitution, to vote all shares of common stock of PSB Holdings, Inc. that
the undersigned is entitled to vote at the special meeting of shareholders to
be held on November 19, 2002, and at any adjournment thereof (the "Special
Meeting"). The proxies have the authority to vote such stock as directed on
the face hereof with respect to the proposal set forth in the Proxy Statement
with the same effect as though the undersigned were present in person and
voting such shares. The undersigned hereby revokes all proxies heretofore
given to vote at the Special Meeting and any adjournment thereof.
THE DIRECTORS RECOMMEND A VOTE FOR THE ADOPTION OF THE RESOLUTION.
1. Adoption of the resolution set forth in the accompanying proxy statement to
amend Article 3 of the restated articles of incorporation so as to increase
the authorized common stock to 3,000,000 shares:
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES
SHALL VOTE FOR THE AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION.
Please print name of shareholder below: Dated _________________, 2002
Name:_______________________________ __________________________________
(Please Print) Signature
Name:_______________________________ ___________________________________
(Please Print) Signature if held jointly
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.