SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PSB HOLDINGS, INC.
(Name of Subject Company (Issuer))
PSB HOLDINGS, INC.
(Issuer)
Common stock
(Title of Class of Securities)
69360N108
(Cusip Number of Class of Securities)
SCOTT M. CATTANACH
TREASURER
PSB HOLDINGS, INC.
1905 WEST STEWART AVENUE
WAUSAU, WI 54401
TELEPHONE: 715-842-2191
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
Copies to:
ARNOLD J. KIBURZ III
RUDER WARE, L.L.S.C.
500 THIRD STREET, SUITE 700
P.O. BOX 8050
WAUSAU, WI 54402
TELEPHONE: 715-845-4336
CALCULATION OF FILING FEE*
Transaction Valuation: $3,375,000 Amount of Filing Fee: $361.13
* Calculated solely for the purpose of determining the filing fee, in
accordance with Rule 0-11 and based upon the purchase of 100,000 shares
of common stock at the tender offer price per share of $33.75.
(box) Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
form or schedule and the date of its filing.
Amount Previously Paid: NOT APPLICABLE Filing Party: NOT APPLICABLE
Form or registration Number: NOT APPLICABLE Date Filed: NOT APPLICABLE
(box) Check the box if the filing relates solely to preliminary communications
made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
(box) third-party tender offer subject to Rule 14d-1.
(checked box) issuer tender offer subject to Rule 13e-4.
(box) going-private transaction subject to Rule 13e-3.
(box) amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: (box)
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This Issuer Tender Offer Statement on Schedule TO relates to the tender
offer by PSB Holdings, Inc., a Wisconsin corporation ("PSB"), to purchase up to
100,000 shares of its common stock at a price, net to the seller in cash,
without interest thereon, of $33.75 per share. PSB's offer is made on the
terms and subject to the conditions set forth in its Offer to Purchase dated
May 10, 2006, filed herewith as Exhibit 99.(a)(1)(A) (the "Offer to Purchase"),
and the related Letter of Transmittal, filed herewith as Exhibit 99.(a)(1)(B)
(the "Letter of Transmittal"), which together constitute the tender offer.
This Issuer Tender Offer Statement on Schedule TO is filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated
under the Securities Exchange Act of 1934, as amended. The information
contained in the Offer to Purchase and the Letter of Transmittal is
incorporated herein by reference in response to all of the items of this
Schedule TO, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary" in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is PSB Holdings, Inc. and the address and
telephone number of its principal executive offices is 1905 West Stewart
Avenue, Wausau, Wisconsin 54401, telephone number 715-842-2191.
(b) As of May 1, 2006, PSB Holdings, Inc. had 1,702,748 shares of
common stock issued and outstanding.
(c) The information set forth in the Offer to Purchase under "Section
7. Price Range of Shares; Dividends" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) PSB, the issuer, is the filing person. See Item 2(a) for address
and telephone number.
The information set forth under "Section 10. Interests of Directors and
Officers; Transactions and Arrangements Concerning the Shares" is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the following sections of the Offer to
Purchase contain a description of the material terms of the transaction and is
incorporated herein by reference:
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(circle)Summary
(circle)Section 1. Number of Shares; Proration
(circle)Section 2. Purpose of the Offer; Certain Effects of the Offer
(circle)Section 3. Procedures for Tendering Shares
(circle)Section 4. Withdrawal Rights
(circle)Section 5. Purchase of Shares and Payment of Purchase Price
(circle)Section 6. Conditions of the Offer
(circle)Section 10. Interests of Directors and Officers;Transactions
and Arrangements Concerning the Shares
(circle)Section 13. Material Federal Income Tax Consequences
(circle)Section 14. Extension of Offer; Termination; Amendment
(b) The information set forth in the penultimate paragraph on the cover
page of the Offer to Purchase, in the Offer to Purchase under the third
paragraph of "Section 2. Purpose of the Offer; Certain Effects of the Offer -
Certain Effects of the Offer," and under "Section 10. Interests of Directors
and Officers; Transactions and Arrangements Concerning the Shares - Material
Agreements" is incorporated herein by reference.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the Offer to Purchase under "Section
10. Interests of Directors and Officers; Transactions and Arrangements
Concerning the Shares - Material Agreements" is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (b), and (c) The information set forth in the Offer to Purchase
under "Section 2. Purpose of the Offer; Certain Effects of the Offer" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under "Section
8. Source and Amount of Funds" is incorporated herein by reference.
(b) and (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Offer to Purchase under
"Section 10. Interests of Directors and Officers; Transactions and
Arrangements Concerning the Shares," is incorporated herein by reference.
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ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED, OR USED.
(a) The information set forth in the Offer to Purchase under "Section
15. Fees and Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) and (b) Not applicable, pursuant to Instruction 2 of Item 10 of
Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Purchase under "Section
9. Certain Additional Information Concerning PSB - Information Incorporated by
Reference" is incorporated herein by reference.
(b) Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(1)(A) Offer to Purchase dated May 10, 2006.
99.(a)(1)(B) Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
99.(a)(1)(C) Form of Letter to Shareholders of PSB dated May 10, 2006.
(a)(2)-(4) Not applicable.
99.(a)(5)(A) News Release issued by PSB dated May 10, 2006.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due 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.
PSB HOLDINGS, INC.
May 10, 2006 By: SCOTT M. CATTANACH
Scott M. Cattanach
Treasurer
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EXHIBIT INDEX
TO
SCHEDULE TO
DATED MAY 10, 2006
OF
PSB HOLDINGS, INC.
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
99.(a)(1)(A) Offer to Purchase dated May 10, 2006.
99.(a)(1)(B) Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
99.(a)(1)(C) Form of Letter to Shareholders of PSB dated May 10, 2006.
99.(a)(5)(A) News Release issued by PSB dated May 10, 2006.
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