SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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.
(checked 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: $361.13 Filing Party: PSB HOLDINGS, INC.
Form or registration Number: SCHEDULE TO Date Filed: MAY 10, 2006
(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 Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO originally filed with the Securities and
Exchange Commission ("SEC") on May 10, 2006 (the "Schedule TO") relating to the
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 (the "Offer to Purchase") and the related Letter of Transmittal
(the "Letter of Transmittal"), copies of which were filed as Exhibits
99.(a)(1)(A) and 99.(a)(1)(B), respectively, to the Schedule TO and which
together constitute PSB's tender offer.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in Item 1 of Schedule TO is hereby amended and
supplemented by the following:
(1) Q&A 17 is amended and restated in its entirety to read as follows:
17. Q: HOW AND WHEN WILL I BE PAID?
A: You will be paid the purchase price, in cash, promptly after
the expiration of the offer and the acceptance of the shares for payment.
No interest will be paid on the purchase price. There may be tax
consequences to receiving this payment. SEE SECTIONS 1, 3, 5, AND 13.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in Item 4(a) of Schedule TO is hereby amended
and supplemented by the following:
(1) The following sentence under the caption "Forward-Looking
Statements" on the top of page 5 of the Offer to Purchase is deleted:
We assume no obligation, and do not intend, to update these
forward-looking statements.
(2) The first full paragraph on page 6 of the Offer to Purchase in
Section 1, "Number of Shares; Proration," is amended and restated in its
entirety to read as follows:
Certificates for all shares tendered and not purchased pursuant to
the offer will be returned to the tendering shareholders at our
expense promptly following the Expiration Time. See "Proration"
below, in this Section 1.
(3) The second sentence under the subcaption "Proration" on page 6 of
the Offer to Purchase in Section 1, "Number of Shares; Proration," is
amended and restated in its entirety to read as follows:
We will determine the proration factor promptly following the
Expiration Time.
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(4) The following sentence under the subcaption "Determination of Valid
Tender" in Section 3, "Procedures for Tendering Shares," on page 10 of
the Offer to Purchase is deleted:
We also reserve the absolute right to waive any of the conditions
of our offer or any defect or irregularity in any tender with
respect to any particular shares or any particular shareholder.
(5) The first sentence in Section 5, "Purchase of Shares and Payment of
Purchase Price," on page 11 of the Offer to Purchase is amended and
restated in its entirety to read as follows:
Promptly following the Expiration Time, we will accept for payment
and pay for (and thereby purchase) shares validly tendered and not
withdrawn prior to the Expiration Time.
(6) The first sentence in the second paragraph in Section 5, "Purchase
of Shares and Payment of Purchase Price," on page 12 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
We will pay for all of the shares accepted for payment pursuant to
our offer promptly after the Expiration Time.
(7) The first sentence in the third paragraph in Section 5, "Purchase
of Shares and Payment of Purchase Price," on page 12 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
In the event of proration, we will determine the proration factor
and pay for those tendered shares accepted for payment promptly
after the Expiration Time.
(8) The third sentence in the third paragraph in Section 5, "Purchase
of Shares and Payment of Purchase Price," on page 12 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
Certificates representing all shares tendered and not purchased due
to proration or because the Letter of Transmittal was not properly
completed will be returned to the tendering shareholder promptly
after the Expiration Time without expense to the tendering
shareholders.
(9) The second sentence of the first paragraph in Section 6,
"Conditions of the Offer," on page 12 of the Offer to Purchase, is
amended, in part, to read as follows:
Notwithstanding any other provision of our offer, we will not be
required to accept for payment or pay for any shares tendered, and
may terminate or amend our offer and may postpone (subject to the
requirements of the Exchange Act for
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prompt payment for or return of shares tendered) the acceptance for
payment of shares tendered, if at any time after May 10, 2006, and
before the Expiration Time (except for any required governmental
approvals), any of the following shall have occurred:
(10) The penultimate paragraph in Section 6, "Conditions of the Offer,"
on page 14 of the Offer to Purchase, is amended and restated in its
entirety to read as follows:
The foregoing conditions are for our sole benefit and may be
asserted by us on or before the Expiration Time regardless of the
circumstances giving rise to any such condition (other than
conditions that are proximately caused by our action or failure to
act) and may be waived by us, in whole or in part, at any time and
from time to time in our sole discretion, but in any case, prior to
the Expiration Time; provided, however, that any such waiver shall
apply to all shareholders. Our failure at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time or before the
Expiration Time. Any determination by us concerning the events
described above will be final and binding on all parties, subject,
however, to any contrary determination which may be made by a court
of competent jurisdiction or an administrative or regulatory agency
in the exercise of its lawful authority.
(11) The first two sentences of the second paragraph in Section 14,
"Extension of Offer; Termination; Amendment," page 21 of the Offer to
Purchase, are amended and restated in their entirety as follows:
We also expressly reserve the right to terminate or amend our
offer, or postpone acceptance or payment for the shares (subject to
the requirements of the Exchange Act) upon the occurrence of any of
the conditions specified in Section 6.
ITEM 12. EXHIBITS.
(1) Item 12 of Schedule TO is hereby amended and supplemented by adding
the following Exhibit:
99.(a)(1)(D) Notice of Guaranteed Delivery
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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.
June 2, 2006 By: SCOTT M. CATTANACH
Scott M. Cattanach
Treasurer
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EXHIBIT INDEX
TO
AMENDMENT NO. 1
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)(1)(D) Notice of Guaranteed Delivery
99.(a)(5)(A)* News Release issued by PSB dated May 10, 2006.
*Previously filed with Schedule TO on May 10, 2006.