[ ] 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
SCHEDULE 14A
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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] 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)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
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 a table below per Exchange Act Rules
14a(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:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form of Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.
3) Filing Party:
4) Date Filed:
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
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.
Amount and Nature
Name of of Beneficial Percent of Common
Beneficial Owner Ownership(1) Shares Outstanding Director
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)
___________________
(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.
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.
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
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.
