SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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
CSB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than
Registrant)
Payment of Filing fee (Check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
_________________________________________________________________
[X] 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>
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
_________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 2, 1996
__________________
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of CSB Bancorp, Inc. ("CSB") will be held at the
Carlisle Village Inn, Walnut Creek, Ohio 44687, on October 2,
1996, at 7:00 p.m., local time, for the following purposes:
1. To consider and act upon a proposal to amend the Amended
Articles of Incorporation of CSB to increase its authorized number
of common shares, par value $6.25 per share, from 1,000,000 shares
to 3,000,000 shares; and
2. The transaction of any other business that may properly come
before the Meeting or any adjournments thereof.
Shareholders of record at the close of business on August 16, 1996
are entitled to vote at the Meeting and at any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas D. Akins
Douglas D. Akins
President
Millersburg, Ohio
September 3, 1996
THE PROMPT RETURN OF PROXIES WILL SAVE CSB THE EXPENSE OF A
FURTHER REQUEST FOR PROXIES IN ORDER TO INSURE A QUORUM. PLEASE
NOTE THAT YOUR VOTE CANNOT BE COUNTED UNLESS YOU SIGN AND RETURN
THE PROXY CARD OR ATTEND THE MEETING AND VOTE IN PERSON.
<PAGE>
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
_____________________
PROXY STATEMENT
______________________
SPECIAL MEETING OF SHAREHOLDERS
October 2, 1996
_______________________
GENERAL
The enclosed proxy is solicited by the Board of Directors of CSB
Bancorp, Inc. ("CSB"), the principal executive offices of which
are located at 6 W. Jackson Street, Millersburg, Ohio 44654, in
connection with a Special Meeting of Shareholders (the "Meeting")
of CSB to be held at the Carlisle Village Inn, Walnut Creek, Ohio
44687, on October 2, 1996, at 7:00 p.m. This proxy statement and
the accompanying notice of meeting are first being mailed to
shareholders on or about September 3, 1996.
The Meeting has been called for the following purposes: (i) to
consider and act upon a proposal to amend the Amended Articles of
Incorporation of CSB to increase its authorized number of common
shares, par value $6.25 per share, from 1,000,000 to 3,000,000
shares, and (ii) to transact any other business that may properly
come before the Meeting or any adjournments thereof.
Revocation of Proxies
CSB's common shares, par value $6.25 per share ("Common Shares"),
can be voted at the Meeting only if the shareholder is represented
by proxy or is present in person. Shareholders who execute
proxies retain the right to revoke them at any time. Unless so
revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked
by written notice to the Secretary of CSB (addressed to: CSB
Bancorp, Inc., 6 W. Jackson Street, Millersburg, Ohio 44654,
Attention: Shirley J. Roberts, Secretary) or by filing of a later
dated proxy prior to a vote being taken on a particular proposal
at the Meeting. A proxy will not be voted if a shareholder
attends the Meeting and votes in person. Proxies solicited by the
Board of Directors will be voted in accordance with the directions
given therein. Where no instructions are indicated, proxies will
be voted in favor of the proposal set forth in this proxy
statement for consideration at the Meeting. The proxy confers
discretionary authority on the persons named therein to vote with
respect to (i) matters incident to the conduct of the Meeting and
(ii) any other business that may properly come before the Meeting
or any adjournment thereof.
The enclosed proxy is being solicited by CSB and the cost of
soliciting proxies will be borne by CSB. In addition to use of
the mails, proxies may be solicited personally or by telephone,
telegraph or telefax by directors, officers and employees of CSB.
Security Ownership of Certain Beneficial Owners and Management
Shareholders of record as of the close of business on August 16,
1996, are entitled to (i) notice of the Meeting and (ii) one vote
for each Common Share held on that date. As of August 16, 1996,
CSB had 644,596.1754 Common Shares issued and outstanding. The
presence at the Meeting in person or by proxy of at least a
majority of such shares will be required to constitute a quorum at
the Meeting.
The following table sets forth, as of August 16, 1996, the Common
Shares beneficially owned by that person who was the beneficial
owner of more than 5% of the outstanding Common Shares. Except as
shown below, CSB is not aware of any person, group or investment
company owning more than 5% of CSB's outstanding Common Shares as
of August 16, 1996.
Amount and Nature
Name and Address of Beneficial Percent of Common
of Beneficial Owner Ownership(1) Shares Outstanding
John Fair Canfield 32,292.0385 5.01%
3999 Woodbridge Road
Columbus, OH 43220
__________________
(1) The Securities and Exchange Commission has defined "beneficial
owner" of a security to include any person who has or shares
voting power or investment power with respect to any such security
or who has the right to acquire beneficial ownership of any such
security within 60 days.
The following table sets forth, as of August 16, 1996, (i) the
Common Shares beneficially owned by each director and named
executive officer of CSB and (ii) the Common Shares beneficially
owned by all officers and directors as a group.
<PAGE>
<TABLE>
<CAPTION>
Name of Amount and Nature
Beneficial of Beneficial Percent of Common
Owner Ownership(1) Shares Outstanding Director
- ---------- ----------------- ------------------ ------------
<S> <C> <C> <C>
David W. Kaufman 1,720.0000 0.27% Yes
J. Thomas Lang 781.9756 0.12% Yes
H. Richard Maxwell 4,100.0000 0.64% Yes
Vivian A. McClelland 8,400.0000 1.30% Yes
Daniel J. Miller 8,210.8082 1.27% Yes
Samuel P. Riggle, Jr. 3,615.4145 0.56% Yes
David C. Sprang 27,200.0000 4.22% Yes
Samuel M. Steimel 3,514.2671 0.55% Yes
Douglas D. Akins 528.5635 0.08% Yes
All directors and 61,654.9291 9.56%
officers as a group
(13 persons)
__________________________
<FN>
(1) The Securities and Exchange Commission has defined "beneficial
owner" of a security to include any person who has or shares voting
power or investment power with respect to any such security or who
has the right to acquire beneficial ownership of any such security
within 60 days.
</FN>
</TABLE>
<PAGE>
PROPOSAL TO INCREASE AUTHORIZED NUMBER OF COMMON SHARES
The Board of Directors has proposed the adoption of an amendment
to the Amended Articles of Incorporation that would change the
authorized capitalization of CSB. The proposed resolution
regarding amendment of Article Fourth appears in Appendix A to
this Proxy Statement.
The effect of the proposed amendment to Article Fourth is to
increase the authorized number of Common Shares of CSB from
1,000,000 to 3,000,000. On August 16, 1996, there were issued
645,396.1754 Common Shares, of which 644,596.1754 were outstanding
and 800 were treasury shares.
In connection with this proposed amendment, on June 13, 1996 CSB's
Board of Directors declared a one-for-one share dividend subject
to approval by CSB's shareholders of such increase in authorized
shares. If the proposed amendment is approved and becomes
effective, and assuming that no additional shares are issued
between August 16, 1996 and the effective date of the amendment,
the number of outstanding Common Shares as of that latter date
would be 1,289,192.3508, the number of treasury shares would be
1,600 (treasury shares are considered to be issued shares for
purposes of the proposed share dividend but are not outstanding
for cash dividend, quorum, voting or other purposes), and the
number of authorized but unissued shares would be changed from
354,603.8246 to 1,709,207.6492 Common Shares.
The Board of Directors believes that the proposed amendment is in
the best interests of both CSB and its shareholders since the
anticipated one-for-one share dividend would result in a market
price within a range that would be more attractive to individual
investors and thereby would create a broader market for the Common
Shares. The amendment and the resulting share dividend would
result in no change in the relative rights or interests of present
shareholders, inasmuch as each such shareholder would receive
additional shares in direct proportion to current holdings.
CSB has no present intent to issue any of the authorized but
unissued shares (other than the share dividend described above)
except pursuant to its 401(k) Plan and Dividend Reinvestment Plan.
As of August 16, 1996 an aggregate of 65,000 Common Shares were
set aside for use under such plans. Provision is made in each
plan, in the event of a share dividend, for appropriate mandatory
adjustment in the number of shares available for purchase and to
be issued upon election to purchase at the date of the share
dividend. After giving effect to the share dividend that would
occur following approval of the amendment, a total of 130,000
Common Shares would be set aside for issuance in accordance with
the terms of such plans, including 40,000 Common Shares under the
401(k) Plan and 90,000 Common Shares under the Dividend
Reinvestment Plan. Accordingly, following the share dividend, a
total of 1,420,792.3508 Common Shares would be either issued
(including treasury shares) or set aside for issuance in
accordance with such plans, and the balance of 1,579,207.6492
would be available for other purposes.
The Board of Directors believes that it is desirable and in the
best interests of CSB and its shareholders that there be a
substantial number of authorized but unissued Common Shares in
order to assure flexibility in the future. Authorized but
unissued shares are available for issuance from time to time to
such persons and for such considerations as the Board of Directors
may determine, without necessarily requiring further action by the
shareholders. Such Common Shares may be used for various
corporate purposes, including share splits and dividends,
acquisitions, public offerings and share option and other employee
benefit plans. However, the issuance of such shares as a
defensive measure, in connection with a takeover attempt for CSB,
could be utilized in a manner which might have the effect of
making the acquisition of control of CSB more difficult. Except
for the share dividend described above and the concomitant
increase in the number of Common Shares set aside for use in
connection with CSB's plans, the Board of Directors has no present
intent to issue any of the additional Common Shares which will be
authorized by the adoption of the proposed amendment. Moreover,
there are no pending negotiations, discussions, obligations,
agreements or understandings which would involve the issuance of
any Common Shares.
Adoption of the proposal to amend Article Fourth of the Amended
Articles of Incorporation requires the affirmative vote of the
holders of a majority of the issued and outstanding Common Shares.
The Board of Directors recommends a vote "FOR" the proposed
amendment.
<PAGE>
DESCRIPTION OF SECURITIES
CSB is presently authorized to issue 1,000,000 Common Shares with
a par value of $6.25. As of August 16, 1996, 644,596.1754 shares
were issued and outstanding.
Holders of the Common Shares are entitled to dividends when, as
and if declared by CSB's Board of Directors out of funds legally
available therefor. Exclusive voting rights are vested in the
shareholders, each share being entitled to one vote. However,
shareholders do have cumulative voting rights in regard to the
election of directors. A shareholder voting cumulatively may cast
the number of shares he or she owns, times the number of directors
to be elected, in favor of one nominee, or allocate such votes
among the nominees as he or she determines. CSB may, as permitted
by Section 1701.69 of the Ohio Revised Code, propose to
shareholders that the Articles of Incorporation of CSB be amended
to delete the right to vote cumulatively in the election of
directors. In the event CSB would propose such amendment to
shareholders, all shareholders would be entitled to notice of the
proposed amendment as provided by law and such amendment would be
subject to other requirements as to the number of shares which
could be voted against the proposed amendment.
Shareholders do not have the preemptive right to subscribe for or
to purchase any additional securities which may be issued by CSB.
In the event of liquidation, holders of the Common Shares are
entitled to assets distributable to shareholders on a pro rata
basis, after having paid all appropriate creditors of CSB.
CSB is an Ohio chartered corporation and as an "issuing public
corporation" under the laws of Ohio, is subject to the provisions
of the Ohio Control Share Acquisition Statute. Pursuant to this
statute, the purchase of certain levels of voting power of CSB
(one-fifth or more, one-third or more, or a majority) can be made
only with the prior authorization of at least a majority of the
total voting power of CSB and the separate prior authorization of
the holders of at least a majority of the voting power held by
shareholders other than the proposed purchaser, officers of CSB
and Directors of CSB who are also employees. This law has the
effect of deterring certain potential acquisitions of CSB which
might be beneficial to shareholders. Further, federal law
requires approval of the Board of Governors of the Federal Reserve
System before any person or company acquires control of a bank
holding company such as CSB.
In addition, CSB's Amended Articles of Incorporation (the
"Articles") provide certain procedures which must be followed
before CSB may enter into a "Business Combination" with an
"Interested Shareholder." The Articles define the term "Business
Combination" to include:
- -- Any merger or consolidation of CSB or any of its subsidiaries
with an "Interested Shareholder";
- -- Any sale, lease, exchange, mortgage, pledge or other
disposition from CSB or any of its subsidiaries to an "Interested
Shareholder", or from an "Interested Shareholder" to CSB or any of
its subsidiaries, of assets with an aggregate Fair Market Value of
10% or more of CSB's total shareholder equity;
- -- Any issuance, sale or other transfer of securities of CSB or
any of its subsidiaries to an "Interested Shareholder";
- -- The acquisition by CSB or any of its subsidiaries of
securities of an "Interested Shareholder";
- -- The adoption of a plan or proposal for the liquidation or
dissolution of CSB proposed by an "Interested Shareholder";
- -- Any reclassification or recapitalization of securities of CSB
which increases the voting power of an "Interested Shareholder;"
or
- -- Any agreement, contract or other arrangement providing for or
resulting in any of the transactions described above.
An "Interested Shareholder," as defined in the Articles, includes
any person or entity who owns or has beneficial ownership of more
than 10% of the outstanding shares of CSB. Any "Business
Combination" described above which is not approved by two-thirds
of the directors of CSB who are unaffiliated with the Interested
Shareholder and were members of the Board prior to the time that
the Interested Shareholder became an Interested Shareholder (the
"Continuing Directors") (and, if otherwise required by law to
approve the transaction, the approval of CSB's shareholders, by
the affirmative vote of the holders of such number of shares
mandated by the Ohio Revised Code), must be approved by the
affirmative vote of the holders of 80 percent of the outstanding
shares. In addition, unless a Business Combination is approved by
two-thirds of the Continuing Directors or by the affirmative vote
of the holders of not less than 66 2/3 percent of the outstanding
shares not held by an Interested Shareholder (the "Independent
Shareholders"), the Articles provide that the per share
consideration payable to each Independent Shareholder in
connection with the Business Combination must not be less than the
sum of: (1) the highest per share price paid by the Interested
Shareholder and (2) the amount, if any, by which the interest on
the per share price calculated at the Treasury Bill Rate, from the
time an Interested Shareholder first became an Interested
Shareholder until the Business Combination has been consummated,
exceeds the per share amount of cash dividends paid to the
Independent Shareholder during the same period. The Articles
limit the transactions which any Interested Shareholder may enter
into with CSB unless two-thirds of the Continuing Directors
otherwise approve. Any amendments to the Articles which alter the
shareholder approval requirements for Business Combinations must
also be approved by two-thirds of the Continuing Directors (or, if
there is no Interested Shareholder, the approval of a majority of
the directors of CSB) and approved by the holders of not less than
66 2/3 percent of the outstanding shares, or by the affirmative
vote of the holders of at least 80 percent of the outstanding
shares and of at least 66 2/3 percent of the outstanding shares
held by the Independent Shareholders. CSB's Articles and Code of
Regulations currently contain no other provisions that were
intended to be or could fairly be considered as antitakeover in
nature or effect.
All of the shares currently outstanding are validly issued, fully
paid and non assessable.
OTHER BUSINESS
The Board of Directors is not aware of any business to be
addressed at the Meeting other than those matters described above
in this proxy statement. However, if any business other than that
set forth in the notice of the meeting should be properly
presented at the Meeting, it is intended that the Common Shares
represented by proxies will be voted with respect thereto in
accordance with the judgment of the persons voting them.
PROPOSALS OF SECURITY HOLDERS
In order to be eligible for inclusion in CSB's proxy materials for
the 1997 annual meeting of shareholders, any shareholder proposal
to take action at such meeting must be received at CSB's main
office at 6 W. Jackson Street, Millersburg, Ohio 44654, no later
than December 13, 1996. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas D. Akins
Douglas D. Akins
President
Millersburg, Ohio
September 3, 1996
<PAGE>
APPENDIX A
PROPOSAL AMENDING
ARTICLE FOURTH OF THE
AMENDED ARTICLES OF INCORPORATION
WITH RESPECT TO THE COMMON SHARES OF CSB
RESOLVED, that Article Fourth of the Amended Articles of
Incorporation of CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is
three million (3,000,000) all of which shall be with a par value
of Six Dollars and Twenty-Five Cents ($6.25) each.
<PAGE>
PROXY
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
This proxy is solicited on behalf of the Board of Directors.
The undersigned shareholder of CSB Bancorp, Inc. ("CSB") hereby
appoints________, ________ and ________ as Proxies, each of them
with the power to appoint his or her substitute, and hereby
authorizes them to represent and vote all shares of CSB that the
undersigned is entitled to vote at the Special Meeting of CSB's
shareholders to be held at the Carlisle Village Inn, Walnut Creek,
Ohio 44687 on October 2, 1996 at 7:00 p.m., or on such other date
as such meeting is rescheduled, and at any adjournment thereof,
upon the matters indicated below and as described in the Proxy
Statement, as well as upon any other matter properly coming before
the meeting.
1. Proposal to amend the Amended Articles of Incorporation of CSB
to increase its authorized number of common shares, par value
$6.25 per share from 1,000,000 shares to 3,000,000 shares (the
"Proposal").
___ FOR the Proposal.
___ AGAINST the Proposal.
___ WITHHOLD AUTHORITY to vote for the Proposal.
2. In their discretion, to act upon such other matters as may
properly come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undernamed shareholder. If no direction is
made, this proxy will be voted for the Proposal.
We have indicated below the number of shares you own, based upon
our records. When shares are owned by more than one person, all
owners must sign. When signing as an attorney, executor 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.
Please sign exactly as name(s) appears below.
_________________________________________________
Signature
_________________________________________________
Signature
Dated:___________________________, 1996
Please mark, date, sign and return this proxy card promptly using
the enclosed envelope.<PAGE>
