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 14, 2012

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 2 – Financial Information

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On June 14, 2012, PSB Holdings, Inc. (the “Company”) completed its previously announced acquisition of Marathon State Bank, a Wisconsin state bank located in the Village of Marathon City, Wisconsin, with total assets of approximately $106 million.  The transaction was structured as a merger of an interim bank subsidiary established by the Company with and into Marathon State Bank, with the Company paying shareholders of Marathon State Bank a total of $5.5 million in cash as consideration for the merger.  The acquired bank will ultimately merge with and into Peoples State Bank, the Company’s wholly-owned state bank subsidiary, once certain data processing conversion work has been performed, which the Company anticipates will occur in the fourth quarter of 2012.

A news release announcing the closing of the acquisition transaction is attached as Exhibit 99.1 and is incorporated by reference.

Section 8 – Other Events

Item 8.01.

Other Events.

The Company also announced that, on June 19, 2012, its board of directors declared a regular semi-annual cash dividend of $.38 per share, payable July 30, 2012, to shareholders of record as of July 16, 2012.  In addition, to celebrate the 50^th anniversary of the organization of Peoples State Bank, the board of directors also announced a special 5% stock dividend payable in additional voting common shares of the Company.  These shares will be paid on July 30, 2012, following the $.38 cash dividend, to shareholders of record as of July 16, 2012, with fractional shares paid in cash. 

A news release announcing these dividend declarations is attached as Exhibit 99.2 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

The financial information required by this item is not being filed with this Current Report on Form 8-K.  To the extent such information is required by this item, it will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b)

Pro Forma Financial Information

The financial information required by this item is not being filed with this Current Report on Form 8-K.  To the extent such information is required by this item, it will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

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(d)

Exhibits

Exhibit 99.1

News release dated June 15, 2012

Exhibit 99.2

News release dated June 20, 2012

Forward Looking Statements

Certain matters discussed in this news release, including those relating to the growth of PSB, its profits, and future interest rates, are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Reform Act of 1995.  Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in this release.  Among other things, these risks and uncertainties include the strength of the economy, the effects of government policies, including, in particular, interest rate policies, and other risks and assumptions outlined under “Forward - Looking Statements” and elsewhere in Item 1A of PSB’s Form 10-K for the year ended December 31, 2011.  PSB assumes no obligation to update or supplement forward-looking statements that become untrue because of events subsequent to the release of this filing.

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 20, 2012

By:  SCOTT M. CATTANACH

Scott M. Cattanach

Treasurer

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EXHIBIT INDEX

to

FORM 8-K

of

PSB HOLDINGS, INC.

dated June 14, 2012

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. Section 232.102(d))

99.1

News release dated June 15, 2012

99.2

News release dated June 20, 2012

.

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EX-99.1

Exhibit 99.1

PSB HOLDINGS, INC. ACQUIRES

MARATHON STATE BANK

Wausau, Wisconsin —Peter Knitt, President and CEO of PSB Holdings, Inc. (PSB) and Peoples State Bank (Peoples), announced today that PSB has completed its acquisition of Marathon State Bank (Marathon), a bank with $106 million in total assets located in the Village of Marathon City, WI.  In accordance with the agreement announced March 15, 2012, Marathon State Bank was purchased by PSB for $5.5 million in cash and will merge with PSB Holdings, Inc.’s primary subsidiary, Peoples State Bank.  The merger of Marathon operations into Peoples operations is expected to be completed in 4th quarter 2012.  The merger will allow the Marathon City area continued easy access to banking services and expanded access to investment and lending services with a community bank committed to local decision making and support.  It was also announced the current Peoples office in Marathon City will relocate to the Marathon State Bank office at 314 Main Street, Marathon by 4th quarter 2012.

Peoples also announced that Tony Braun, Peoples Vice President Commercial banking, was named the Market Leader for the Marathon office.  Mr. Braun resides in the Marathon community and has been in banking for over 20 years.  Additionally, current Marathon State Bank employee, Bryan Hanke has been

named Branch Manager and current Peoples employee Shanon Peel will continue her role as the Assistant Branch Manager.  All current Marathon State Bank employees will be retained throughout the organization.

Retiring Marathon State Bank president Frank Gassner will assist with the transition during the coming year.  He stated, “The resources of a larger community bank will continue to give Marathon and the surrounding communities a local resource for their financial needs.  We are pleased that Peoples will carry on the tradition of local community banking.”

The $106 million assets deal marks the first acquisition by PSB Holdings, Inc. Peter Knitt stated “Marathon’s sizeable local deposit base helps to lesson our reliance on out of area borrowings to fund loan growth and increases PSB’s total assets to approximately $700 million.”  

Marathon State Bank was organized on January 5, 1905 to provide full banking services to the small agricultural community of Marathon in north central Wisconsin.

PSB Holdings, Inc. is a Wisconsin bank holding company and the parent of Peoples State Bank.  Peoples is a community bank founded in 1962 with $600 million in total assets.  The bank is in its 50th year in business and has a network of 8 offices throughout Central and Northern Wisconsin providing financial services to families, individuals, and business owners.  PSB Holdings, Inc. is publicly owned and traded under stock symbol PSBQ.  Investor information may be found at www.psbholdingsinc.com or by contacting your local investment advisor.

# # # #

EX-99.2

Exhibit 99.2

PSB DECLARES $.38 CASH DIVIDEND PER SHARE

AND SPECIAL 5% STOCK DIVIDEND

Wausau, Wisconsin [OTCQB:PSBQ] – PSB Holdings, Inc. (PSB) announced that its board of directors on June 19, 2012 declared a regular semi-annual cash dividend of $.38 per share, payable July 30, 2012 to shareholders of record as of July 16, 2012.  This represents an increase of 2.7% over the semi-annual cash dividend of $.37 per share declared last year on June 21, 2011.  The current dividend continues a 48 year tradition of cash dividends to PSB shareholders.  Based on recent trades of PSB’s common stock, available through brokers and traded on the Over the Counter Bulletin Board Exchange and OTC Markets under the stock symbol PSBQ, the annualized cash dividend yield is approximately 3.01% of current market price per share.

To celebrate the 50^th anniversary of Peoples State Bank, the board of directors also announced a special 5% stock dividend payable in additional voting common shares of PSB.  The shares will be paid on July 30, 2012, following the $.38 cash dividend, to shareholders of record as of July 16, 2012 with fractional shares paid in cash.  President Peter Knitt indicated, “Peoples State Bank was founded on August 1, 1962 to serve the financial needs of local small business owners and their families.  During its long history through economic ups and downs, Peoples has continued to expand and build on this commitment and has delivered strong financial results to shareholders.  This special 5% stock dividend is just one way we are commemorating the Bank’s 50^th anniversary and to thank shareholders for their long-term support.”  The most recent special 5% stock dividend was paid to shareholders during January 2004.

About PSB Holdings, Inc.

PSB Holdings, Inc. is the parent company of Peoples State Bank and Marathon State Bank.  Peoples holds $600 million in total assets and is headquartered in Wausau, Wisconsin, operating eight retail locations serving north central Wisconsin in Marathon, Oneida, and Vilas counties.  Marathon State Bank holds $100 million in total assets operating in one location in the Village of Marathon City and was acquired by PSB on June 14, 2012.  Marathon State Bank is expected to be merged into Peoples State Bank later in 2012.  In addition to traditional retail and commercial banking products, Peoples provides retail investments and insurance annuities, retirement planning, commercial treasury management services, and long-term fixed rate residential mortgages.  PSB Holdings, Inc. is publicly owned and traded under stock symbol PSBQ.  More information about PSB, its management, and its financial performance may be found at http://www.psbholdingsinc.com/.  PSB’s common stock is available for purchase on the open market by contacting your investment advisor.

Forward Looking Statements

Certain matters discussed in this news release, including those relating to the growth of PSB, its profits, and future shareholder dividend levels, are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Reform Act of 1995.  Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in this release.  Among other things, these risks and uncertainties include the strength of the economy, the effects of government policies, including, in particular, interest rate policies, and other risks and assumptions referenced under “Forward-Looking Statements” and elsewhere in Item 1A of PSB’s Form 10-K for the year ended December 31, 2011.  PSB assumes no obligation to update or supplement forward-looking statements that become untrue because of events subsequent to this release of dividends declared.