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): JUNE 28, 2005
PSB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 0-26480 39-1804877
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
1905 W. STEWART AVENUE
WAUSAU, WI 54401
(Address of principal executive offices, including Zip Code)
(715) 842-2191
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
* Written communications pursuant to Rule 425 under the Securities Act (17
CFR 23.425)
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
* Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 28, 2005, PSB Holdings, Inc. (the "Company") completed a private
placement of $7.5 million of floating rate trust preferred securities to an
institutional investor through a newly formed Delaware trust affiliate, PSB
Holdings Statutory Trust I (the "Trust"). The trust preferred securities
mature in September 2035, are redeemable at the Company's option beginning
in September 2010, and require quarterly distributions by the Trust to the
holder of the trust preferred securities, initially at a rate of 5.82% until
September 15, 2010, and thereafter at a rate that will reset quarterly at
the three-month LIBOR rate plus 1.70%.
The proceeds from the sale of the trust preferred securities and Trust
common securities sold to the Company were used by the Trust to purchase
$7,700,000 in aggregate principal amount of the Company's floating rate junior
subordinated debentures. The net proceeds to the Company from the sale of the
debentures will be used for general corporate purposes.
The debentures were issued pursuant to an Indenture dated June 28, 2005,
between the Company, as issuer, and Wilmington Trust Company, as trustee (the
"Indenture"). The debentures have the same interest payment terms as the trust
preferred securities. The interest payments by the Company will be used by the
Trust to pay the quarterly distributions payable by the Trust to the holder of
the trust preferred securities. However, so long as no event of default, as
described below, has occurred under the debentures, the Company may defer
interest payments on the debentures for up to 20 consecutive quarters (in which
case the Trust will also be entitled to defer distributions otherwise due on
the trust preferred securities).
The debentures are subordinated to the prior payment of any other
indebtedness of the Company that, by its terms, is not similarly subordinated.
The debentures mature on September 15, 2035, but may be redeemed at the
Company's option on or after September 15, 2010, or at any time upon certain
events, such as a change in the regulatory capital treatment of the debentures,
the Trust being deemed an investment company or the occurrence of certain
adverse tax events.
The debentures may be declared immediately due and payable at the
election of the trustee or holders of 25% of the aggregate principal amount of
outstanding debentures upon the occurrence of an event of default. An event of
default generally means (1) default in the payment of any interest when due
that continues unremedied for a period of 60 days, except in the case of an
election by the Company to defer payment of interest for up to 20 consecutive
quarters (which does not constitute an event of default), (2) a default in the
payment of the principal amount of the debentures at maturity, (3) in the
payment of any interest following the deferral of interest payments by the
Company by 20 consecutive quarters, (4) a default in the Company's performance,
or breach, of any covenant or warranty in the Indenture which is not cured
within 60 days, (5) the institution of any bankruptcy or similar proceedings by
or against the Company, or (6) the liquidation or winding up of the Trust,
other than as contemplated in the Indenture.
The Company also has entered into a Guarantee Agreement pursuant to which
it has agreed to guarantee the payment by the Trust of distributions on the
trust preferred securities, and the payment of principal of the trust preferred
securities when due, either at maturity or on redemption, but only if and to
the extent that the Trust fails to pay distributions on or principal of the
trust preferred securities after having received interest payments or principal
payments on the debentures from the Company for the purpose of paying those
distributions or the principal amount of the trust preferred securities.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See the information set forth under Item 1.01 above, which is
incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 1.1 Indenture dated June 28, 2005 between PSB Holdings, Inc. as
issuer, and Wilmington Trust Company, as trustee, including the
form of Junior Subordinated Debenture as Exhibit A thereto.
Exhibit 1.2 Guarantee Agreement dated June 28, 2005 between PSB Holdings,
Inc., as guarantor, and Wilmington Trust Company, as guarantee
trustee.
Exhibit 1.3 Amended and Restated Declaration of Trust dated June 28, 2005
among PSB Holdings, Inc., as sponsor, Wilmington Trust Company,
as Institutional and Delaware Trustees, and the Administrators
named therein, including the form of trust preferred securities.
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 hereunto duly authorized.
PSB HOLDINGS, INC.
Date: June 30, 2005 By: SCOTT M. CATTANACH
Scott M. Cattanach
Treasurer
EXHIBIT INDEX
TO
FORM 8-K
OF
PSB HOLDINGS, INC.
DATED JUNE 28, 2005
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
EXHIBIT 1.1 INDENTURE DATED JUNE 28, 2005 BETWEEN PSB HOLDINGS, INC. AS ISSUER,
AND WILMINGTON TRUST COMPANY, AS TRUSTEE, INCLUDING THE FORM OF
JUNIOR SUBORDINATED DEBENTURE AS EXHIBIT A THERETO.
EXHIBIT 1.2 GUARANTEE AGREEMENT DATED JUNE 28, 2005 BETWEEN PSB HOLDINGS, INC.,
AS GUARANTOR, AND WILMINGTON TRUST COMPANY, AS GUARANTEE TRUSTEE.
EXHIBIT 1.3 AMENDED AND RESTATED DECLARATION OF TRUST DATED JUNE 28, 2005 AMONG
PSB HOLDINGS, INC., AS SPONSOR, WILMINGTON TRUST COMPANY, AS
INSTITUTIONAL AND DELAWARE TRUSTEES, AND THE ADMINISTRATORS NAMED
THEREIN, INCLUDING THE FORM OF TRUST PREFERRED SECURITIES.