8-K 1 psb8k71.txt PSB FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): JUNE 28, 2005 PSB HOLDINGS, INC. (Exact name of registrant as specified in its charter) WISCONSIN 0-26480 39-1804877 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 1905 W. STEWART AVENUE WAUSAU, WI 54401 (Address of principal executive offices, including Zip Code) (715) 842-2191 Registrant's telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: * Written communications pursuant to Rule 425 under the Securities Act (17 CFR 23.425) * Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) * Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) * Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 28, 2005, PSB Holdings, Inc. (the "Company") completed a private placement of $7.5 million of floating rate trust preferred securities to an institutional investor through a newly formed Delaware trust affiliate, PSB Holdings Statutory Trust I (the "Trust"). The trust preferred securities mature in September 2035, are redeemable at the Company's option beginning in September 2010, and require quarterly distributions by the Trust to the holder of the trust preferred securities, initially at a rate of 5.82% until September 15, 2010, and thereafter at a rate that will reset quarterly at the three-month LIBOR rate plus 1.70%. The proceeds from the sale of the trust preferred securities and Trust common securities sold to the Company were used by the Trust to purchase $7,700,000 in aggregate principal amount of the Company's floating rate junior subordinated debentures. The net proceeds to the Company from the sale of the debentures will be used for general corporate purposes. The debentures were issued pursuant to an Indenture dated June 28, 2005, between the Company, as issuer, and Wilmington Trust Company, as trustee (the "Indenture"). The debentures have the same interest payment terms as the trust preferred securities. The interest payments by the Company will be used by the Trust to pay the quarterly distributions payable by the Trust to the holder of the trust preferred securities. However, so long as no event of default, as described below, has occurred under the debentures, the Company may defer interest payments on the debentures for up to 20 consecutive quarters (in which case the Trust will also be entitled to defer distributions otherwise due on the trust preferred securities). The debentures are subordinated to the prior payment of any other indebtedness of the Company that, by its terms, is not similarly subordinated. The debentures mature on September 15, 2035, but may be redeemed at the Company's option on or after September 15, 2010, or at any time upon certain events, such as a change in the regulatory capital treatment of the debentures, the Trust being deemed an investment company or the occurrence of certain adverse tax events. The debentures may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding debentures upon the occurrence of an event of default. An event of default generally means (1) default in the payment of any interest when due that continues unremedied for a period of 60 days, except in the case of an election by the Company to defer payment of interest for up to 20 consecutive quarters (which does not constitute an event of default), (2) a default in the payment of the principal amount of the debentures at maturity, (3) in the payment of any interest following the deferral of interest payments by the Company by 20 consecutive quarters, (4) a default in the Company's performance, or breach, of any covenant or warranty in the Indenture which is not cured within 60 days, (5) the institution of any bankruptcy or similar proceedings by or against the Company, or (6) the liquidation or winding up of the Trust, other than as contemplated in the Indenture. The Company also has entered into a Guarantee Agreement pursuant to which it has agreed to guarantee the payment by the Trust of distributions on the trust preferred securities, and the payment of principal of the trust preferred securities when due, either at maturity or on redemption, but only if and to the extent that the Trust fails to pay distributions on or principal of the trust preferred securities after having received interest payments or principal payments on the debentures from the Company for the purpose of paying those distributions or the principal amount of the trust preferred securities. SECTION 2 - FINANCIAL INFORMATION ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT See the information set forth under Item 1.01 above, which is incorporated by reference herein. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS Exhibit 1.1 Indenture dated June 28, 2005 between PSB Holdings, Inc. as issuer, and Wilmington Trust Company, as trustee, including the form of Junior Subordinated Debenture as Exhibit A thereto. Exhibit 1.2 Guarantee Agreement dated June 28, 2005 between PSB Holdings, Inc., as guarantor, and Wilmington Trust Company, as guarantee trustee. Exhibit 1.3 Amended and Restated Declaration of Trust dated June 28, 2005 among PSB Holdings, Inc., as sponsor, Wilmington Trust Company, as Institutional and Delaware Trustees, and the Administrators named therein, including the form of trust preferred securities. 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 HOLDINGS, INC. Date: June 30, 2005 By: SCOTT M. CATTANACH Scott M. Cattanach Treasurer EXHIBIT INDEX TO FORM 8-K OF PSB HOLDINGS, INC. DATED JUNE 28, 2005 Pursuant to Section 102(d) of Regulation S-T (17 C.F.R. Section 232.102(d)) EXHIBIT 1.1 INDENTURE DATED JUNE 28, 2005 BETWEEN PSB HOLDINGS, INC. AS ISSUER, AND WILMINGTON TRUST COMPANY, AS TRUSTEE, INCLUDING THE FORM OF JUNIOR SUBORDINATED DEBENTURE AS EXHIBIT A THERETO. EXHIBIT 1.2 GUARANTEE AGREEMENT DATED JUNE 28, 2005 BETWEEN PSB HOLDINGS, INC., AS GUARANTOR, AND WILMINGTON TRUST COMPANY, AS GUARANTEE TRUSTEE. EXHIBIT 1.3 AMENDED AND RESTATED DECLARATION OF TRUST DATED JUNE 28, 2005 AMONG PSB HOLDINGS, INC., AS SPONSOR, WILMINGTON TRUST COMPANY, AS INSTITUTIONAL AND DELAWARE TRUSTEES, AND THE ADMINISTRATORS NAMED THEREIN, INCLUDING THE FORM OF TRUST PREFERRED SECURITIES.