SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No.___)
Filed by the Registrant
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:
<PAGE>
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: ___________________________
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 18, 2000 at the Peoples State Bank Training
Center, 2001 West Stewart Avenue, Wausau, Wisconsin for the following
purposes:
1. To elect 13 directors for terms which will expire at the annual
meeting of shareholders to be held in 2001; and
2. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 31, 2000 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
David K. Kopperud
President
March 31, 2000
<PAGE>
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.
PSB HOLDINGS, INC. MARCH 31, 2000
1905 W. STEWART AVENUE
WAUSAU, WISCONSIN 54401
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2000
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 18, 2000, 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 31, 2000 (the "Record Date") are entitled to notice of and to vote
at the Annual Meeting. Votes cast by proxy or in person at the Annual
Meeting will be tabulated by the Secretary of the Company.
Brokers who are the holders of record of Company common stock for
customers generally have discretionary authority to vote on certain
routine matters. However, such brokers generally will not have authority
to vote on other matters if they have not received instructions from
their customers. In determining the vote of the shareholders on matters
for which the broker does not have the authority to vote shares held of
record by the broker, the shares will be recorded as a "broker non-vote."
Although there is no controlling Wisconsin precedent regarding the
treatment of broker non-votes, the Company believes Wisconsin law
provides for, and the Company intends to apply, the following principles
-1-
with respect to broker non-votes and the other voting requirements for
<PAGE>
the matters to be presented to the Annual Meeting. The discussion of
voting requirements assumes, with respect to each matter to be presented
to shareholders, that a quorum is present.
Quorum. For purposes of determining a quorum, shareholders who are
present in person or are represented by proxy, but who abstain from
voting, are considered present and count toward the determination of the
quorum. Shares reported as broker non-votes are also considered to be
shares present for purposes of determining whether a quorum is present.
ELECTION OF DIRECTORS. Directors are elected by a plurality of the
votes cast by the shares entitled to vote. For this purpose, a
"plurality" means that the individuals receiving the largest number of
votes are elected as directors, up to the maximum of thirteen directors
to be chosen at the Annual Meeting. Shareholders may vote in favor of
the nominees specified on the accompanying form of proxy or may withhold
their vote as to one or more of such nominees. Shares withheld or not
otherwise voted in the election of directors (because of abstention,
broker non-vote, or otherwise) will have no effect on the election of
directors.
A shareholder who executes a proxy may revoke it at any time before
it is voted by giving written notice to the Secretary of the Company at
the Company's principal office, by filing another duly executed proxy
bearing a later date with the Secretary, or by giving 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 13 persons nominated by the Board of Directors to terms
of office which will expire at the annual meeting of shareholders to
be held in 2001 (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").
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On June 15, 1999, the Board of Directors increased the number of
directors to thirteen and elected David K. Kopperud to a term of office
which will expire at the Annual Meeting.
<PAGE>
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., David K. Kopperud,
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 2001 annual meeting of shareholders. Mr. Polzer is
the nephew of Mr. Geisler. 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>
<TABLE>
The name, age, principal occupation or employment and other
affiliations with respect to each nominee are set forth below.
<CAPTION>
Year Became a
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR OF THE COMPANY
<S> <C> <C>
Leonard C. Britten, 86 Retired, Chairman of the Board 1995
of the Bank (1991-1999)
Gordon P. Connor, 62 Investor; President of Connor 1995
Management Corporation
Patrick L. Crooks, 65 Attorney, Crooks, Low, Connell, & 1995
Rottier, S.C.
William J. Fish, 49 President of BILCO, Inc. 1995
(McDonald's franchisee)
George L. Geisler, 92 President of G.L.G. Inc. 1995
Charles A. Ghidorzi, 55 President of C.A. Ghidorzi, Inc. 1997
Gordon P. Gullickson, 71 Chairman of the Board of the 1995
Company and the Bank; President
of the Company (1995-1999) and
the Bank (1986-1999)
Lawrence Hanz, Jr., 75 Retired, formerly Vice-President 1995
of Hanz Contractors Ready Mix
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David K. Kopperud, 54 President of the Company and 1999
the Bank since July, 1999;
previously Executive Vice President
of the Bank (1994-1999) and Vice
President of the Bank (1991-1994)
Thomas R. Polzer, 57 Vice President, Secretary and 1995
Treasurer of M & J Sports, Inc.
William M. Reif, 57 President and CEO of Wausau 1997
Coated Products, Inc.
Thomas A. Riiser, 64 Retired, formerly President 1995
of Riiser Oil Company, Inc.
Eugene Witter, 76 Witter Farm Dairy, Inc. 1995
</TABLE>
COMMITTEES AND COMPENSATION OF DIRECTORS
COMMITTEES AND MEETINGS
The Board of Directors appoints an Audit & Examining Committee. The
Board of Directors of the Bank appoints a Compensation & Pension
<PAGE>
Committee which serves in lieu of a compensation committee of the
Company's Board of Directors.
During 1999, Messrs. Britten, Fish, Crooks, Hanz, Reif, and
Witter served as members of the Audit & Examining Committee. The Audit &
Examining Committee held one meeting during 1999 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.
The Company pays no compensation to its officers. All officers are
full-time employees of the Bank. Messrs. Britten, Crooks, Geisler,
Ghidorzi, Polzer, Riiser and Witter served as members of the Bank's
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Compensation & Pension Committee in 1999. The Committee met six times
during 1999 to review and recommend to the Board base salaries and bonus
compensation of Bank officers. See "Executive Officer Compensation."
During 1999, the Board of Directors of the Company met 10 times and
the Bank's Board of Directors met 14 times. All of the directors, except
Mr. Connor, attended at least 75% of the aggregate number of meetings of
the Company's Board of Directors and meetings of the committee of the
Board 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 1999, no director
received more than the standard arrangements described herein.
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 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, the Company had 872,967 shares of common stock
outstanding.
<PAGE>
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 6.11%
2003 Ridgeview Dr.
Wausau, WI 54401
Lawrence Hanz, Jr. 44,070 5.05%
2102 Clarberth
Schofield, WI 54476
</TABLE>
-5-
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 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.
<TABLE>
<CAPTION>
Shares of Stock Percent of
NAME BENEFICIALLY OWNED CLASS
<S> <C> <C>
Leonard C. Britten 3,680 *
Gordon P. Connor 7,265 *
Patrick L. Crooks 6,368 *
William J. Fish 6,275 *
George L. Geisler 18,964 2.17%
Charles A. Ghidorzi 0 *
Gordon P. Gullickson 6,400 *
Lawrence Hanz Jr. 44,070 5.05%
David K. Kopperud 335 *
Thomas R. Polzer 595 *
William M. Reif 1,140 *
Thomas A. Riiser 8,575 *
Eugene Witter 9,900 1.13%
Kenneth M. Selner 4,660 *
All directors and
officers as a group
(15 persons) 118,227 13.54%
<FN>
*Less than 1%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
<PAGE> 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
-6-
for the 1999 fiscal year, all other filing requirements applicable to
reporting persons were satisfied under section 16 and SEC regulations.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
No compensation is paid by the Company to any of its officers. The
table below sets forth compensation awarded, earned or paid by the Bank
for services in all capacities during each of the three years ended
December 31, 1999, 1998 and 1997, to each person who served as the Chief
Executive Officer of the Company during 1999 ("CEO") and each executive
officer of the Company and the Bank, other than the CEO, as of December
31, 1999, 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.
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Name and Other Annual All Other
Principal Position Year Salary(1) Bonus Compensation Compensation
<S> <C> <C> <C> <C> <C>
David K. Kopperud* 1999 $ 82,000 $ 30,000 $ 0 $ 12,963(2)
President and a 1998 $ 70,000 $ 30,000 $ 0 $ 6,735
director of the Company
and Bank
Gordon P. Gullickson* 1999 $ 74,231 $ 85,000 $ 0 $ 36,487(3)
Chairman of the Board of 1998 $120,000 $ 85,000 $ 0 $ 34,803
Company and Bank 1997 $118,000 $ 83,500 $ 0 $ 35,450
Kenneth M. Selner 1999 $ 78,500 $ 35,000 $ 0 $ 14,402(4)
Vice President of Company; 1998 $ 76,500 $ 35,000 $ 0 $ 13,892
Executive Vice President 1997 $ 74,000 $ 33,500 $ 0 $ 13,565
of the Bank
<FN>
*Mr. Gullickson served as President of the Company and the Bank until
his retirement from these offices on June 15, 1999. Mr. Kopperud
was elected President and Mr. Gullickson was elected Chairman of
the Board on June 15, 1999.
(1)Includes compensation deferred by participants under the Bank's 401(k)
plan.
(2)Includes contributions under the Bank's defined contribution plans of
$8,163 and directors fees of $4,800.
(3)Includes contributions under the Bank's defined contribution plans of
$23,787 and directors fees of $12,700.
(4)Contributions under the Bank's defined contribution plans.
</TABLE>
-7-
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
<PAGE>
criteria. The Compensation Committee, after reviewing the
recommendations of the President for salaries other than his own,
recommends base salary 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. Kopperud 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.
-8-
STOCK PRICE PERFORMANCE
Transactions in the Company's common stock have been infrequent and
prices have been determined by negotiation between the parties. No data
regarding the prices at which trades are made was published or otherwise
publicly available until price quotations for the stock began on the OTC
Bulletin Board under the symbol "PSBQ" on January 10, 2000. 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 1999, 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.
<PAGE>
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
shareholders to be held in 2001, the proposal must be in proper form and
received by the Company no later than December 1, 2001.
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.
CORPORATE SUMMARY ANNUAL REPORT
The 1999 Summary Annual Report, which includes condensed consolidated
financial statements for the years ended December 31, 1999, 1998 and
1997, has been mailed concurrently with this proxy statement to
shareholders as of the Record Date. The 1999 Summary Annual Report and
the 1999 Form 10-K
-9-
Annual Report do not constitute a part of this proxy statement.
By Order of the Board of Directors
David K. Kopperud
President
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
-10-
PSB HOLDINGS, INC.
PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
APRIL 18, 2000
The undersigned hereby appoint(s) James E. Low and Harold H.
Telschow, and each of them, proxies of the undersigned, with full power
of substitution, to vote all shares of common stock of PSB Holdings,
Inc. that the undersigned is entitled to vote at the annual meeting of
shareholders to be held on April 18, 2000 and at any adjournment thereof
(the "Annual Meeting"). The proxies have the authority to vote such
stock as directed on the face hereof with respect to the proposals set
forth in the Proxy Statement with the same effect as though the
undersigned were present in person and voting such shares. The
undersigned hereby revokes all proxies heretofore given to vote at
the Annual Meeting and any adjournment thereof.
THE DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF EACH NOMINEE.
1.Election of Directors:
<PAGE>
LEONARD C. BRITTEN GEORGE L. GEISLER DAVID K. KOPPERUD
GORDON P. CONNOR CHARLES A. GHIDORZI THOMAS R. POLZER
PATRICK L. CROOKS GORDON P. GULLICKSON WILLIAM M. REIF
WILLIAM J. FISH LAWRENCE HANZ, JR. THOMAS A. RIISER
EUGENE WITTER
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 _________________, 2000
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.
