EXHIBIT 99

                                      PROXY









                                      PROXY

                         SPECIAL MEETING OF SHAREHOLDERS


     Know  all men by these  presents  that I, the  undersigned  shareholder  in
Peoples State Bank, do hereby  appoint  __________________________________,  and
each  of them  individually,  or  _____________________,*  my  true  and  lawful
attorney,  substitute,  and proxy, with power of substitution,  for me and in my
name to vote at the Special Meeting of Shareholders of Peoples State Bank, to be
held on  ___________,  1997, or at any  adjournment  of that  meeting,  with all
powers  I  should  have if  personally  present,  hereby  revoking  all  proxies
heretofore given. I acknowledge that I have received a Notice of Special Meeting
of Shareholders and a Proxy Statement  relating to the meeting.  I hereby direct
that the person(s) designated above vote as follows:

(1)    FOR  [   ]             AGAINST  [   ]             ABSTAIN  [   ]

     the following resolution:

          RESOLVED,  that the  formation of a bank  holding  company for Peoples
     State Bank,  pursuant to the terms and  conditions of an Agreement and Plan
     of Reorganization  between Peoples State Bank and Bloomer Bancshares,  Inc.
     and a Merger  Agreement  between  Peoples  State Bank and New Peoples State
     Bank, whereby (i) Peoples State Bank will become a wholly-owned  subsidiary
     of Bloomer  Bancshares,  Inc., and (ii)  shareholders of Peoples State Bank
     will become shareholders of Bloomer Bancshares,  Inc., is hereby authorized
     and approved.

(2)  In his/her discretion as to any other matters that may properly come before
     the meeting or any adjournment thereof.

       THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REORGANIZATION.

     This proxy,  when properly signed,  will be voted in the manner directed by
the undersigned shareholder. If the manner in which to vote is not supplied, the
undersigned  shareholder  will be deemed  to have  designated  a vote  "FOR" the
formation of the bank holding company.

     THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

PLEASE SIGN,  DATE AND RETURN THIS PROXY,  USING THE ENCLOSED  ENVELOPE.  Please
sign  exactly as your name appears on your stock  certificates.  When shares are


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held by joint  tenants,  both should sign.  When signing as attorney,  executor,
administrator,  trustee,  or  guardian,  please  give full  title as such.  If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

Dated:  ________________________, 1997.


                                        -----------------------------------
                                        Signature


                                        -----------------------------------
                                        Signature if held jointly, or title


* If a name is  inserted  here,  only that  person  will be entitled to vote the
proxy.





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