SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13 (e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
PSB GROUP, INC.
(NAME OF THE ISSUER)
PSB GROUP, INC.
MERGER CO.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
69360T 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL J. TIERNEY COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER TIMOTHY E. KRAEPEL
PSB GROUP, INC. HOWARD & HOWARD ATTORNEYS, P.C.
1800 EAST 12 MILE ROAD 39400 WOODWARD AVENUE, SUITE 101
MADISON HEIGHTS, MICHIGAN 48071 BLOOMFIELD HILLS, MI 48304-5151
(248) 548-2900 (248) 645-1483
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in the checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
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$3,110,499 $95.50
* For purposes of calculating the fee only. This amount assumes the
acquisition of 148,119 shares of common stock of the subject company
acquired in the merger for $21.00 per share in cash (the "Total
Consideration"). Pursuant to Rule 0-11(b)(1), the amount required to be
paid with the filing of this Schedule 13E-3 equals .0000307 of the Total
Consideration.
[ ] 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: $__________________ Filing Party: ____________________
Form or Registration No.: _________________ Date Filed: ______________________
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SUMMARY TERM SHEET" and "QUESTIONS AND
ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER."
ITEM 2. SUBJECT COMPANY INFORMATION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT PSB AND ITS
AFFILIATES--General, --Stock Repurchases by PSB, --Recent Affiliate
Transactions in PSB Stock; --Market for Common Stock and Dividend
Information; and --Dividend Policy" and "INFORMATION REGARDING THE
SPECIAL MEETING OF SHAREHOLDERS--Number of Shares Outstanding."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
The filing persons are PSB Group, Inc. and Merger Co. The subject
company is PSB Group, Inc. Information regarding the persons specified
in Instruction C to the Schedule is incorporated herein by reference
to the section of Exhibit 1 entitled "INFORMATION ABOUT PSB AND ITS
AFFILIATES--General," "--Merger Co.," "--Directors and Executive
Officers of PSB" and "--Voting Securities and Principal Holders
Thereof."
ITEM 4. TERMS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SUMMARY TERM SHEET," "INFORMATION
REGARDING THE SPECIAL MEETING OF SHAREHOLDERS--Requirements for
Shareholder Approval," "SPECIAL FACTORS--Purposes of and Reasons for
the Merger Proposal, --Structure of the Merger, --Recommendation of
our Board of Directors, -- Financial Fairness, --Certain Consequences
of the Merger; Benefits and Detriments to Affiliated and Unaffiliated
Shareholders, --Rights of Dissenting Shareholders, Access to Corporate
Files, Appraisal Services, and --Material U.S. Federal Income Tax
Consequences of the Merger," and "INFORMATION ABOUT PSB AND ITS
AFFILIATES--Market for Common Stock and Dividend Information."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT PSB AND ITS
AFFILIATES--Recent Affiliate Transactions in PSB Stock and -- Stock
Repurchases by PSB"; "SPECIAL FACTORS--Recommendation of our Board of
Directors; -- Financial Fairness, -- Interests of Certain Persons in
the Merger, and -- Certain Consequences of the Merger; Benefits and
Detriments to Affiliated and Unaffiliated Shareholders."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS -- Structure of the
Merger, -- Purposes of and Reasons for the Merger Proposal, --Purposes
and Reasons of Merger Co. for the Merger Proposal,, -- Certain
Consequences of the Merger; Benefits and Detriments to Affiliated and
Unaffiliated Shareholders, -- Operations of PSB and the Bank Following
the Merger; -- Financing of the Merger; -- Termination of Securities
Exchange Act Registration; and, -- Conversion and Exchange of Stock
Certificates," and "INFORMATION ABOUT PSB AND ITS AFFILIATES
--Directors and Executive Officers of PSB, -- Market for Common Stock
and Dividend Information; and -- Dividend Policy."
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS -- Purposes of and
Reasons for the Merger Proposal, --Background of Merger Proposal
--Recommendation of our Board of Directors, -- Purposes and Reasons
for Merger Co. for the Merger Proposal, -- Interests of Certain
Persons in the Merger, -- Pro Forma Effect of the Merger, -- Certain
Consequences of the Merger; Benefits and Detriments to Affiliated and
Unaffiliated Shareholders, -- Operations of PSB and the Bank Following
the Merger, and -- Material U.S. Federal Income Tax Consequences of
the Merger," and "PRO FORMA CONSOLIDATED FINANCIAL INFORMATION."
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS -- Background of the
Merger Proposal; -- Recommendation of our Board of Directors; --
Financial Fairness; and -- Position of Merger Co. as to the Fairness
of the Merger."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS--Financial Fairness, --
Determination of the Terms of the Merger"; "QUESTIONS AND ANSWERS
ABOUT THE SPECIAL MEETING AND THE MERGER"; and Appendix B--Fairness
Opinion.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS -- Financing of the
Merger; and, -- Source of Funds and Expenses."
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT PSB AND ITS
AFFILIATES--Voting Securities and Principal Holders Thereof, --Recent
Affiliate Transactions in PSB Stock, and -Stock Repurchases by PSB."
ITEM 12. THE SOLICITATION OR RECOMMENDATION
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS--Recommendation of our
Board of Directors; -- Financial Fairness; and - Position of Merger
Co. as to the Fairness of the Merger" and "INFORMATION REGARDING THE
SPECIAL MEETING OF SHAREHOLDERS - Voting at the Special Meeting."
ITEM 13. FINANCIAL STATEMENTS
(a) The audited financial statements and unaudited interim financial
statements are incorporated in the proxy statement from PSB Group,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006
and its Quarterly Report on Form 10-Q for the quarter ended March 31,
2007. The information in the proxy statement referred to in "DOCUMENTS
INCORPORATED BY REFERENCE" and "WHERE YOU CAN FIND MORE INFORMATION"
is incorporated herein by reference.
Information concerning PSB Group, Inc.'s pro forma book value and
earnings to fixed charges is set forth in the proxy statement under
"PRO FORMA CONSOLIDATED FINANCIAL INFORMATION" and is incorporated
herein by reference.
(b) The information set forth in the proxy statement under "SPECIAL
FACTORS -- Pro Forma Effect of the Merger" and "PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION" is incorporated herein by reference.
(c) The information set forth in the proxy statement under "SELECTED
HISTORICAL FINANCIAL DATA" and "SPECIAL FACTORS -- Pro Forma Effect of
the Merger" is incorporated herein by reference.
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ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS--Solicitation of Proxies."
ITEM 15. ADDITIONAL INFORMATION
Portions of the Preliminary Proxy Statement included as Exhibit 1
hereto which are not otherwise specifically incorporated by reference
under Items 1 - 14 of this Schedule 13E-3 are hereby incorporated
herein by this reference.
ITEM 16. EXHIBITS
1. Preliminary Proxy Statement, Form of Proxy, Notice of Special
Meeting of Shareholders and related cover letter, filed with the
Securities and Exchange Commission on August 7, 2007, including
Appendix A--Agreement and Plan of Merger and Appendix B--Fairness
Opinion. (Incorporated by reference from Preliminary Schedule 14A
Filed on August 7, 2007)
2. Valuation Report of Donnelly Penman & Partners
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.
Date: August 7, 2007 PSB GROUP, INC.
By: /s/ Michael J. Tierney
------------------------------------
Michael J. Tierney
President and Chief Executive
Officer
MERGER CO.
By: /s/ Michael J. Tierney
------------------------------------
Michael J. Tierney
President
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EXHIBIT INDEX
1. Preliminary Proxy Statement, Form of Proxy, Notice of Special Meeting of
Shareholders and related cover letter, filed with the Securities and Exchange
Commission on August 7, 2007, including Appendix A--Agreement and Plan of Merger
and Appendix B--Fairness Opinion. (Incorporated by reference from Preliminary
Schedule 14A filed on August 7, 2007.)
2. Valuation Report of Donnelly Penman & Partners.
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