SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2003 (October 31, 2003) PSB GROUP, INC. (Exact name of registrant as specified in its charter) Michigan 000-50301 42-1591104 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 1800 East Twelve Mile Road, Madison Heights, Michigan 48071 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 548-2900 Not Applicable (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On October 31, 2003, PSB Group, Inc. issued a news release to report the resignation of one of its directors, Nels Olson II, and an agreement to purchase all of his PSB Group, Inc. common stock, 263,118 shares at a purchase price of $23.3125 per share. A copy of the news release, the Agreement to Sell Stock and Mutual Release, and a fairness opinion by McConnell, Budd & Romano, Inc. are attached hereto as exhibits and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number 99.1 Press Release, dated October 31, 2003 issued by PSB Group, Inc. 99.2 Agreement to Sell Stock and Mutual Release 99.3 Fairness Opinion by McConnell, Budd & Romano, Inc. Page 2 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 GROUP, INC. Dated: November 3, 2003 By: /s/ Robert L. Cole ------------------------------- Robert L. Cole President and Chief Executive Officer Page 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated July 18, 2003 issued by PSB Group, Inc. 99.2 Agreement to Sell Stock and Mutual Release 99.3 Fairness Opinion by McConnell, Budd & Romano, Inc.