<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to <section> 240.14a-11(c) or <section>
240.14a-12
PSB HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _______________________________
(2) Form, Schedule or Registration Statement No:___________
(3) Filing Party: ______________________
(4) Date Filed: ________________________
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
PSB HOLDINGS, INC.
____________________
The annual meeting of shareholders of PSB Holdings, Inc. will be held
at 3:00 p.m., Tuesday, April 21, 1998 at the offices of Peoples State
Bank, 1905 West Stewart Avenue, Wausau, Wisconsin for the following
purposes:
1. To elect 12 directors for terms which will expire at the annual
meeting of shareholders to be held in 1999; and
2. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 24, 1998 are
entitled to notice of and to vote at the annual meeting of shareholders
and any adjournment thereof.
By Order of the Board of Directors
GORDON P. GULLICKSON
Gordon P. Gullickson
President
March 31, 1998
SHAREHOLDERS ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT THEY EXPECT TO
ATTEND THE ANNUAL MEETING. SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING AND
WISH TO VOTE THEIR SHARES IN PERSON MAY DO SO BY REVOKING THEIR PROXY AT
ANY TIME PRIOR TO THE VOTING THEREOF.
<PAGE>
PSB HOLDINGS, INC. MARCH 31, 1998
1905 W. STEWART AVENUE
WAUSAU, WISCONSIN 54401
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1998
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of PSB
Holdings, Inc. (the "Company") for use at the annual meeting of
shareholders to be held on April 21, 1998, and at any adjournment thereof
(the "Annual Meeting") for the purposes set forth in the foregoing notice.
In addition to solicitation by mail, officers, directors and employees
of the Company and its subsidiaries, none of whom will be compensated for
such services, may solicit proxies in person or by telephone, facsimile,
electronic mail or other forms of communication. Expenses in connection
with the solicitation of proxies, including the reasonable expenses of
brokers, fiduciaries and other nominees in forwarding proxy material to
beneficial owners of the Company's common stock, will be borne by the
Company.
VOTING OF PROXIES
Each holder of the Company's common stock is entitled to one vote in
person or by proxy for each share held of record on all matters to be
voted upon at the Annual Meeting. Only shareholders of record on
March 24, 1998 are entitled to notice of and to vote at the Annual
Meeting.
With respect to the election of directors, shareholders may vote in
favor of the nominees specified on the accompanying form of proxy or may
withhold their vote. Votes that are withheld will be excluded entirely
from the voting for directors and will have no effect. The nominees
receiving the largest number of votes will be elected as directors of the
Company.
On all matters other than the election of directors, shareholders may
vote in favor of a proposal, against a proposal or abstain from voting.
Abstentions on any matter presented to the Annual Meeting will be treated
as shares that are present and entitled to vote for purposes of
determining whether a quorum is present, but such abstentions shall be
treated as unvoted for
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purposes of determining whether the matter has been approved by the
shareholders. Approval of the appointment of auditors or any other
proposal (other than the election of directors) which may come before
the Annual Meeting requires the affirmative vote of the majority of
the votes cast, in person or by proxy, at the Annual Meeting.
<PAGE>
Brokers who hold shares of the Company's common stock in street name
for customers may have discretionary authority to vote on certain matters
when they have not received instructions from beneficial owners, but may
not have authority to vote the shares on other matters. As to matters for
which the broker cannot vote shares held in street name, the shares will
be recorded as a "broker non-vote." Shares reported as broker non-votes
will not be considered present and entitled to vote with respect to the
matter and will not be counted for purposes of determining whether a
quorum is present.
A shareholder who executes the accompanying form of proxy may revoke
it at any time before it is voted by filing with the Company another duly
executed proxy bearing a later date, giving written notice to the
Secretary of the Company or oral notice to the presiding officer at the
Annual Meeting.
The persons named in the accompanying form of proxy will vote the
shares subject to each proxy. The proxy in the accompanying form will be
voted as specified by each shareholder, but if no specification is made,
each proxy will be voted:
(1) TO ELECT the 12 persons nominated by the Board of Directors to
terms of office which will expire at the annual meeting of
shareholders to be held in 1999 (see "Election of Directors");
(2) IN THE BEST JUDGMENT of those named as proxies on the enclosed
form of proxy on any other matters to properly come before the
Annual Meeting.
ELECTION OF DIRECTORS
The Company's articles of incorporation provide that the number of
directors shall be determined by resolution of the Board of Directors, but
that there shall be not less than five nor more than seventeen directors.
The number of directors within these limits is set by resolution of the
Board. Directors are elected each year to serve a one-year term. Members
of the Board of Directors also serve as members of the Board of Directors
of the Company's subsidiary, Peoples State Bank (the "Bank").
In 1997, the Board increased the number of directors from 10 to 12 and
elected Charles A. Ghidorzi and William M. Reif to terms of office which
will expire at the Annual Meeting. At the Annual Meeting, Leonard C.
Britten, Gordon P. Connor, Patrick L. Crooks, William J. Fish, George L.
Geisler, Charles A. Ghidorzi, Gordon P. Gullickson, Lawrence Hanz, Jr.,
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Thomas R. Polzer, William M. Reif, Thomas A. Riiser, and Eugene Witter
will each be candidates for election as a director to serve a term which
will expire at the 1999 annual meeting of shareholders. Each of the
nominees has consented to serve if elected, but in case one or more of
the nominees is not a candidate at the Annual Meeting, it is the intention
of the persons designated as proxies on the accompanying form of proxy to
vote for such substitute or substitutes as may be designated by the Board
of Directors.
<PAGE>
The name, age, principal occupation or employment and other
affiliations with respect to each nominee is set forth below. The year in
which each person became a director of the Company is indicated in
parentheses.
<TABLE>
<CAPTION>
<S> <C>
Leonard C. Britten, 84 Gordon P. Gullickson, 69
Retired, Chairman President of the Company
of Board of the Bank and the Bank
(1995) (1995)
Gordon P. Connor, 60 Lawrence Hanz, Jr., 73
Investor, Connor Securities Vice President of Hanz
(1995) Contractors Ready Mix
(1995)
Patrick L. Crooks, 63 Thomas R. Polzer, 55
Attorney, Crooks, Low & Secretary Treasurer of
Connell, S.C. M & J Sports
(1995) (1995)
William J. Fish, 47 William M. Reif, 56
Vice President, President and CEO
A.F.S.C.O., Inc Wausau Coated Products, Inc.
(McDonald's franchisee) (1997)
(1995)
George L. Geisler, 90 Thomas R. Riiser, 62
President of G.L.G. Inc. President of Riiser Oil
(1995) Company
(1995)
Charles A. Ghidorzi, 52 Eugene Witter, 74
President Witter Farm Dairy
Ghidorzi Construction Co., Inc. (1995)
(1997)
</TABLE>
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COMMITTEES AND COMPENSATION OF DIRECTORS
COMMITTEES AND MEETINGS
The Board of Directors appointed an Audit & Examining Committee. The
Board of Directors of the Bank appointed a Compensation & Pension
Committee which serves in lieu of a committee of the Company's Board of
Directors.
During 1997, Messrs. Connor, Fish, Geisler, Gullickson, and Polzer
served as members of the Audit & Examining Committee. The Audit &
Examining Committee held one meeting during 1997 to review the scope of
the audit engagement for the Company, the range of audit and nonaudit
fees, and bank regulatory examinations.
The Board does not have a standing nominating committee. The
functions of a nominating committee are performed by the Board which will
consider nominations for directors submitted by shareholders.
Recommendations concerning nominations with pertinent background
information should be directed to the President of the Company. The Board
has not adopted formal procedures with respect to nominee recommendations.
<PAGE>
The Company pays no compensation to its officers. All officers are
full-time employees of the Bank. Messrs. Britten, Connor, Crooks,
Geisler, Hanz, and Riiser served as members of the Bank's Compensation &
Pension Committee in 1997. The Committee met twice during 1997 to review
and recommend to the Board base salaries and bonus compensation of Bank
officers. See "Executive Officer Compensation."
During 1997, the Board of Directors of the Company met seven times and
the Bank's Board of Directors met thirteen times. All of the directors
attended at least 75% of the aggregate number of meetings of the
respective Boards of Directors and meetings of committees of the Board of
Directors of the Bank on which they served.
COMPENSATION OF DIRECTORS
Directors receive no compensation for service as directors of the
Company, but receive $400 for each meeting of the Board of Directors of
the Bank attended. Directors of the Bank also receive $300 for each
meeting of the Bank's Loan Committee attended and $200 for each other
committee meeting attended. Directors of the Bank are also eligible to
receive a bonus at year end in a maximum amount of $4,800. The maximum
bonus is reduced by $400 for each meeting of the Bank's Board of Directors
not attended after the first absence. During 1997, no director received
more than the standard arrangements described above.
The Bank also maintains a non-qualified retirement plan for Bank
directors. A Bank director who has served a minimum of 15 years on the
Board of the Bank is entitled to receive a retirement benefit of 50% of
the aggregate director fees and bonus received by the director
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during the five year period immediately preceding his retirement from the
Board. Retirement benefits are payable in 20 quarterly installments
except that in the event of death, accrued but unpaid benefits may be
paid either in installments or in a lump sum.
BENEFICIAL OWNERSHIP OF COMMON STOCK
As of the record date, March 24, 1998, the Company had 883,235 shares
of common stock outstanding.
The following table sets forth, based on statements filed with the
Securities and Exchange Commission or information otherwise known to the
Company, the amount of common stock which is deemed beneficially owned as
of the record date by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of common stock
of the Company.
<TABLE>
<CAPTION>
Shares of Bank Stock Percent of
NAME AND ADDRESS BENEFICIALLY OWNED CLASS
<S> <C> <C>
Caroline S. Mark 53,330 6.04%
2003 Ridgeview Dr.
Wausau, WI 54401
</TABLE>
The following table sets forth, based on statements filed with the
Securities and Exchange Commission or otherwise made to the Company, the
amount of common stock which is deemed beneficially owned as of the record
<PAGE>
date by the directors, nominees to become directors, each of the executive
officers named in the summary compensation table, and all directors and
officers as a group. The amounts indicated include, as applicable, shares
held by businesses or entities controlled by the directors and shares held
indirectly, in trust or otherwise, for the benefit of the directors and/or
the director's spouse, children or other relatives sharing the same
residence.
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<TABLE>
<CAPTION>
Shares of stock Percent of
NAME BENEFICIALLY OWNED CLASS
<S> <C> <C>
Leonard C. Britten 4,385 *
Gordon P. Connor 7,265 *
Patrick L. Crooks 6,368 *
William J. Fish 4,775 *
George L. Geisler 19,264 2.18%
Charles A. Ghidorzi 0 *
Gordon P. Gullickson 7,050 *
Lawrence Hanz Jr. 44,070 4.99%
Thomas R. Polzer 595 *
William M. Reif 1,140 *
Thomas A. Riiser 8,575 *
Eugene Witter 10,000 1.13%
Kenneth M. Selner 4,660 *
All directors and
officers as a group
(13 persons) 117,497 13.30%
<FN>
*Less than 1%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and regulations
of the Securities and Exchange Commission ("SEC") require the Company's
directors and officers and persons who own more than 10% of the Company's
common stock ("reporting persons") to file reports of ownership and
changes in ownership with the SEC. Reporting persons are also required by
SEC regulations to furnish the Company with copies of all section 16(a)
forms filed by them with the SEC. Based solely on a review of the copies
of the forms received by the Company or upon written representations from
certain of these reporting persons as to compliance with the section 16(a)
regulations, the Company is of the opinion that for the 1997 fiscal year,
all directors satisfied all filing requirements applicable under section
16 and SEC regulations to reporting persons.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
No compensation is paid by the Company to any of its officers. All
executive officers of the Company are regular, full-time employees of the
Bank. The table below sets forth compensation awarded, earned or paid by
the Bank for services in all capacities during
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<PAGE>
each of the three years ended December 31, 1997, 1996 and 1995, to the
Bank's Chief Executive Officer ("CEO") and each executive officer of the
Bank, other than the CEO, as of December 31, 1997, whose total annual
salary and bonus compensation for the most recent fiscal year exceeded
$100,000. Neither the Company nor the Bank maintain a long-term
compensation plan or stock option or stock appreciation rights plan.
<TABLE>
<CAPTION>
Summary Compensation Table
Other
Annual All Other
Name and Compen- Compensa-
Principal Position Year Salary(1) Bonus sation tion
<S> <C> <C> <C> <C> <C>
Gordon P. Gullickson 1997 $118,000 $ 83,500 $ 0 $ 35,450(2)
President and a director 1996 $115,000 $ 80,000 $ 0 $ 12,600
1995 $115,000 $ 70,000 $ 0 $ 13,000
Kenneth M. Selner 1997 $ 74,000 $ 33,500 $ 0 $ 13,565(2)
Executive Vice President 1996 $ 71,500 $ 32,000 $ 0 $ 2,015
1995 $ 69,000 $ 32,000 $ 0 $ 0
<FN>
(1) Includes compensation deferred by participants under the Bank's
401(k) plan.
(2) Includes (a) contributions under the Bank's 401(k) plan for
Mr. Gullickson ($3,200) and Mr. Selner ($2,164), (b) contributions
under the Bank's profit sharing plan for Mr. Gullickson ($22,250)
and Mr. Selner ($11,401), and (c) directors fees of $10,000 paid to
Mr. Gullickson.
</TABLE>
COMMITTEE'S AND BOARD'S REPORT ON COMPENSATION POLICIES
GENERAL
Compensation policies are administered by the Compensation & Pension
Committee of the Bank's Board of Directors (the "Compensation Committee").
The Bank's executive compensation policies are intended to attract and
retain individuals who have experience in banking and to provide a level
of compensation which is competitive with other banks. Although
compensation data from the Wisconsin Bankers Association may be consulted
for purposes of comparison, given the disparity of size among banks and
the difficulty in drawing exact comparisons between the duties and
responsibilities of officers of other banks, the determination of
appropriate compensation levels by the Compensation Committee is
subjective.
BASE SALARIES
Base salaries are recommended by the President and reviewed on an
annual basis by the Compensation Committee. Annual increases are
determined by the overall objective of maintaining competitive salary
levels, general factors such as the rate of inflation and individual job
performance. Individual job performance is the most important of these
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criteria. The Compensation Committee, after reviewing the recommendations
of the President for salaries other than his own, recommends base salary
<PAGE>
amounts to the full Board of Directors of the Bank which makes the final
decision with respect to all base salary and incentive compensation
matters.
INCENTIVE COMPENSATION
A significant portion of the Bank's annual compensation package is
represented by participation in the Bank's incentive bonus program.
Executive officers and all other employees of the Bank are eligible for
bonus compensation. The amount of the bonus compensation is determined by
the Board of Directors of the Bank based on the recommendations of the
Compensation Committee and the President and is completely discretionary
with the Board. Factors considered in awarding bonus compensation are the
Bank's profitability and the individual's length of service, position held
and job performance.
COMPENSATION COMMITTEE AND BOARD INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company or the Bank served on the board of
directors or compensation committees of any organization whose executive
officers served on the Compensation Committee. Mr. Gullickson is an
employee of the Bank and a member of its Board of Directors, but does not
participate in the Board's formal determination of compensation levels
which are recommended by him.
STOCK PRICE PERFORMANCE
Transactions in the Company's common stock are infrequent and prices
are determined by negotiation between the parties. No data regarding the
prices at which trades are made is published or otherwise publicly
available. Therefore, there is no active market which would make
meaningful comparisons to bank or financial institution stocks which are
actively traded.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
During 1997, in the ordinary course of business, directors and
officers of the Company and the Bank and many of their associates and the
firms of which they serve as directors and officers conducted banking
transactions with the Bank. In the opinion of management, these
transactions were made on terms comparable to those which are available to
unaffiliated parties. All loans to directors and officers and to persons
or firms affiliated with directors and officers were made on substantially
the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated persons
and did not involve more than normal risk of collectibility or present
other unfavorable features. Management of the Company and the Bank expect
that transactions such as those described above will continue in the
future.
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SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal for inclusion in the
proxy statement to be used in connection with the annual meeting of
<PAGE>
shareholders to be held in 1999, the proposal must be in proper form and
received by the Company no later than December 1, 1998.
OTHER MATTERS
At this date, there are no other matters the Board of Directors
intends to present or has reason to believe others will present to the
Annual Meeting. If other matters now unknown to the Board of Directors
come before the meeting, the individuals named as proxies on the
accompanying form of proxy will vote in accordance with their judgment.
By Order of the Board of Directors
GORDON P. GULLICKSON
Gordon P. Gullickson
President
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
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<PAGE>
PSB HOLDINGS, INC.
PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
APRIL 21, 1998
The undersigned, having received the notice of annual meeting, proxy
statement, and annual report of PSB Holdings, Inc. for the year ended
December 31, 1997, hereby appoint(s) James E. Low and Harold H. Telschow, and
each of them, with full power of substitution, proxies of the undersigned to
vote all shares of the undersigned in PSB Holdings, Inc. at the annual
meeting of shareholders to be held on April 21, 1998 and at any adjournments
thereof.
THE DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF EACH NOMINEE.
<TABLE>
<CAPTION>
1. Election of Directors:
<S> <C> <C>
Leonard C. Britten George L. Geisler Thomas R. Polzer
Gordon P. Connor Charles A. Ghidorzi William M. Reif
Patrick L. Crooks Gordon P. Gullickson Thomas A. Ritter
William J. Fish Lawrence Hanz, Jr. Eugene Witter
</TABLE>
__ FOR each nominee listed above __ WITHHOLD AUTHORITY
(except as marked to to vote for all nominees listed
the contrary below) above
(Instruction: To withhold authority to vote for any individual
nominee(s), print the name of the nominee on the space provided:
__________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon matters not
known to the Board of Directors as of the date of the accompanying proxy
statement, matters incident to the conduct of the meeting and to vote for
any nominee of the Board whose nomination results from the inability of
an above-named nominee to serve.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES SHALL VOTE
FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.
Please print name of shareholder below: Dated _________________, 1998
Name:__________________________ __________________________________
(Please Print) Signature
Name:__________________________ ___________________________________
(Please Print) Signature if held jointly
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title. 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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
