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)
[X] No fee required.
[ ] 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:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] 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.:
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4) Date filed:
___________________________________
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 9, 1997
___________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of CSB Bancorp, Inc. ("CSB") will be held at the Carlisle
Village Inn, Walnut Creek, Ohio 44687, on April 9, 1997, at 7:00
p.m. local time, for the following purposes:
1. To elect three directors for three-year terms ending in 2000;
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 March 3, 1997,
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 and Chief Executive Officer
Millersburg, Ohio
March 18, 1997
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
____________________
ANNUAL MEETING OF SHAREHOLDERS
April 9, 1997
____________________
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 the Annual Meeting of Shareholders (the "Meeting")
of CSB to be held on April 9, 1997 at the Carlisle Village Inn,
Walnut Creek, Ohio 44687, at 7:00 p.m. This proxy statement and the
accompanying notice of meeting are first being mailed to
shareholders on or about March 18, 1997.
The Meeting has been called for the following purposes: (i) to elect
three directors, each for a three year term, and (ii) to transact
any other business that may properly come before the Meeting or any
adjournments thereof.
Revocation of Proxies, Discretionary Authority and Cumulative Voting
CSB's common shares, par value $6.25 per share (the "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 for the nominees
for directors set forth below. The proxy confers discretionary
authority on the persons named therein to vote with respect to (i)
the election of any person as a director where the nominee is
unavailable or unable to serve, (ii) matters incident to the conduct
of the Meeting and (iii) any other business that may properly come
before the Meeting or any adjournment thereof. At this time it is
not known whether there will be cumulative voting for the election
of directors at the Meeting. If any shareholder demands cumulative
voting for the election of directors at the Meeting, your proxy will
give the individuals named on the proxy full discretion and
authority to vote cumulatively, and in their sole discretion to
allocate votes among any or all of the nominees, unless authority to
vote for any or all of the nominees is withheld.
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 March 3, 1997,
are entitled to (i) notice of the Meeting and (ii) one vote for each
Common Share held on that date. As of March 3, 1997, CSB had
1,295,171.6247 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 March 3, 1997, 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 entity owning
more than 5% of CSB's outstanding Common Shares as of March 3, 1997.
Name and Address Amount and Nature Percent of Common
of Beneficial Owner Beneficial Ownership(1) Shares Outstanding
___________________ _______________________ __________________
John Fair Canfield 64,864.9540 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 March 3, 1997, (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.
Name of Amount and Percent of
Beneficial Nature Beneficial Common Shares
Owner Ownership(1) Outstanding Director
- ------------ ----------------- -------------- ---------
David W. Kaufman 3,440.0000 0.27 Yes
J. Thomas Lang 1,589.6996 0.12 Yes
H. Richard Maxwell 8,200.0000 0.63 Yes
Vivan A. McClelland 16,800.0000 1.30 Yes
Daniel J. Miller 16,691.9785 1.29 Yes
Samuel P. Riggle, Jr. 7,343.9489 0.57 Yes
David C. Sprang 54,400.0000 4.20 Yes
Samuel M. Steimel 7,204.2506 0.56 Yes
Douglas D. Akins 928.4908 0.07 Yes
------------ ----
All directors and
officers as a group
(13 persons) 124,492.5502 9.61
__________________
(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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires CSB's
officers, directors and persons who own more than 10% of a
registered class of CSB's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders
are required to furnish CSB with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of such forms
received by it and by statements of officers and directors that they
complied with all applicable filing requirements, its officers,
directors and greater than 10% beneficial owners complied with all
filing requirements applicable to them.
ELECTION OF DIRECTORS
CSB's Regulations provide that its business shall be managed by a
board of directors of not less than three and not more than twenty-five
persons.
CSB's Regulations divide such directors into three
classes as nearly equal in number as possible and set their terms at
three years. The Board of Directors, pursuant to CSB's Regulations,
has established the number of directors at nine.
Assuming that at least a majority of the issued and outstanding
Common Shares are present at the Meeting so that a quorum exists,
the three nominees for director of CSB receiving the most votes will
be elected as directors. Shareholders have the right to vote
cumulatively in the election of directors. In order to exercise the
right to vote cumulatively, a shareholder must give written notice
to the president, a vice president or the secretary of CSB not less
than forty-eight hours before the time fixed for the meeting and the
shareholder's demand for cumulative voting must be announced at the
commencement of the meeting by or on behalf of the shareholder. If
cumulative voting is elected, a shareholder may cast as many votes
in an election of directors as the number of directors to be elected
multiplied by the number of shares held. The Board of Directors has
nominated Daniel J. Miller, Samuel P. Riggle, Jr. and David C.
Sprang, each of whom are incumbent directors and whose present terms
expire at the Meeting, to serve until the 2000 Annual Meeting of
Shareholders and until their respective successors are elected and
qualified.
It is intended that Common Shares represented by the accompanying
form of proxy will be voted for the election of the nominees, unless
contrary instructions are indicated as provided on the proxy card.
(If you do not wish your shares to be voted for particular nominees,
please so indicate on the proxy card.) If one or more of the
nominees should at the time of the meeting be unavailable or unable
to serve as a candidate, the shares represented by the proxies will
be voted to elect the remaining nominees and any substitute nominee
or nominees designated by the Board of Directors. The Board of
Directors knows of no reason why any of the nominees will be
unavailable or unable to serve. At this time it is not known
whether there will be cumulative voting for the election of
directors at the Meeting. If any shareholder properly demands
cumulative voting for the election of directors at the Meeting, your
proxy will give the individuals named on the proxy full discretion
and authority to vote cumulatively and in their sole discretion to
allocate votes among any or all of the nominees, unless authority to
vote for any or all of the nominees is withheld.
The Board of Directors recommends that Shareholders vote "FOR" the
election of the nominees.
The following table sets forth information concerning nominees for
directors of CSB, including their principal occupation or employment
during the past five years.
<TABLE>
Nominees for Directors
<CAPTION>
YEAR FIRST
POSITIONS ELECTED OR TERM
PRINCIPAL HELD APPOINTED TO
NAME AGE OCCUPATION WITH CSB DIRECTOR EXPIRE
- ------------------- --- -------------- --------- ---------- ------
<S> <C> <C> <C> <C> <C>
Daniel J. Miller 57 Physician Director 1979 2000
Samuel P. Riggle, Jr. 59 General Manager Director 1982 2000
& CEO,
Holmes-Wayne
Electric
Cooperative, Inc.
David C. Sprang 70 Retired Officer Director 1991 2000
of CSB(1)
____________________________
<FN>
(1) Mr. Sprang retired from CSB as a Vice President
in July, 1990, a position he held beginning in March, 1987.</FN>
</TABLE>
<PAGE>
The following table sets forth information concerning (i) incumbent
directors of CSB who are not nominees for election at the Meeting
and (ii) the other current executive officers of CSB. Included in
the table is information regarding each person's principal
occupation or employment during the past five years.
<PAGE>
<TABLE>
Directors and Executive Officers
<CAPTION>
YEAR FIRST
POSITIONS ELECTED OR TERM
PRINCIPAL HELD APPOINTED TO
NAME AGE OCCUPATION WITH CSB(1) DIRECTOR EXPIRE
- -------------- --- ---------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
David W. Kaufman 47 Auctioneer Director 1988 1998
and Realtor
H. Richard Maxwell 67 Retired Clothier, Director 1964 1998
Residential
Appraiser
Samuel M. Steimel 39 Attorney Director 1989 1998
Douglas D. Akins 40 Banker Director
President(2) 1995 1998
J. Thomas Lang 53 Veterinarian, Director 1993 1999
Dairy Farmer
Vivian A. McClelland 73 Retired Director 1993 1999
Robert E. Boss 40 Banker Senior Vice
President(3) N/A
Shirley J. Roberts 55 Banker Senior Vice
President and
Secretary(4) N/A
Pamela S. Basinger 26 Banker Treasurer(5) N/A
Stanley E. Yoder 55 Banker Senior Vice
President(6) N/A
_________________________
<FN>
(1) Directors have held these vocations or positions for at least
five years, unless otherwise noted.
(2) Mr. Akins held the positions of Vice President from March, 1987
to April, 1990; Senior Vice President from April, 1990 to January,
1991; and Executive Vice President from January, 1991 to September,
1993, when he was elected President.
(3) Mr. Boss held the position of Vice President from January, 1990
to January, 1991, when he was elected Senior Vice President.
(4) Ms. Roberts held the position of Compliance Officer from 1985
until April, 1990, and Vice President from April, 1990 to April,
1991, when she was elected Senior Vice President.
(5) Ms. Basinger held the position of Credit and Loan Review Officer
from February, 1994 until October, 1996, when she was elected Treasurer.
(6) Mr. Yoder held the position of Vice President from April, 1988
to January, 1991, when he was elected Senior Vice President.
</FN>
</TABLE>
<PAGE>
The Board of Directors and Its Committees
The Board of Directors conducts its business through meetings of the
Board and its committees. Regular meetings of the Board of
Directors are held on a monthly basis. The Board of Directors held
12 regular meetings during the year ended December 31, 1996. No
director attended fewer than 75% of such meetings. Directors
receive no compensation from CSB, except that Mr. Lang, Ms.
McClelland and Mr. Steimel each received $100 as compensation for
serving on the Nominating Committee. In addition, each director of
CSB also serves as a director of The Commercial and Savings Bank of
Millersburg Ohio, a subsidiary of CSB, for which outside directors
are compensated at a rate of $8,000 annually, plus $100 per Board
Meeting attended or reviewed and $100 per Committee Meeting. Mr.
Akins, a director who is also employed by the Company, is
compensated as a director at a rate of $4,000 annually and is not
entitled to additional compensation for attending Board or Committee
Meetings.
The Nominating Committee selects the nominees for election as
directors and consists of Mr. Lang, Ms. McClelland and Mr. Steimel.
John F. Canfield, a shareholder of CSB, assisted the Nominating
Committee as an ad hoc member, for which he was not compensated.
The Nominating Committee met one time in 1996. No nominations for
directors, except those made by the Nominating Committee, shall be
voted upon at the Meeting unless other nominations are submitted by
shareholders to the Secretary of CSB in writing not less than
fourteen nor more than fifty days prior to the date of the Meeting.
Report of the Compensation Committee of the Board of Directors on
Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee") consists entirely of outside directors, currently four
in number. The Committee is responsible for developing and
recommending CSB's executive compensation principles, policies, and
programs to the Board of Directors.
The Committee believes that in representing the Board of Directors,
it must act in the best interests of the shareholders as it reviews
and determines CSB's executive compensation principles, policies and
programs. The Committee's essential goal is to create a balance by
which CSB is able to attract and retain qualified management
personnel while at the same time providing for maximization of CSB's
financial performance and safeguarding of CSB's assets. In
compensating CSB's executive officers, the Committee seeks to
achieve the following goals:
-- motivate executive officers to strive for and achieve
outstanding corporate performance which provides a direct benefit to
shareholders;
-- attract highly-qualified key management personnel;
-- reward superior performance in reaching corporate objectives
with aggressive compensation levels and to provide that a
significant portion of compensation will be dependent on CSB's
annual performance.
Base salaries for executive officers in fiscal 1996 were determined
after review of an analysis of salaries paid for comparable
positions and consideration of the competition for executive talent
within CSB's industry. CSB's review included a survey by the Ohio
Banker's Association of executive salaries. CSB's compensation
philosophy is to target executive salaries close to the mean of the
market rate paid for comparable positions by similarly sized bank
holding companies.
Mr. Akins' 1996 base salary, shown in the "Salary" column of the
Compensation Table below was increased by 11.1% from his 1995 base
salary. Mr. Akins' compensation was determined by the Committee and
approved by the Board. His salary is consistent with industry
standards and his bonus was based on CSB's financial performance and
the continuing growth of CSB.
The Compensation Committee
Vivan A. McClelland, Chairperson
David D. Kaufman
J. Thomas Lang
David C. Sprang
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Crowe, Chizek and
Company LLP, certified public accountants, as CSB's auditors for the
1997 fiscal year. A representative of Crowe, Chizek and Company LLP
is expected to be present at the Meeting, will have the opportunity
to make a statement if he desires to do so, and will be available to
respond to appropriate questions.
EXECUTIVE COMPENSATION
The following table set forth information concerning the Chief
Executive Officer during the fiscal year ended December 31, 1996.(1)
Summary Compensation Table
Name and All Other
Principal Position Year Salary($) Bonus($) Compensation($)(2)
- ------------------ ---- -------- -------- ------------------
Douglas D. Akins 1996 $100,000.00 $20,000.00 $7,299.75
CEO
1995 $ 90,000.00 $15,000.00 $7,406.66
1994 $ 78,000.00 $19,500.00 $4,891.75
_________________________
(1) No other executive officer of CSB received salary and bonus
exceeding $100,000 for serving in such capacity during the fiscal
year ended December 31, 1996.
(2) In 1996, reflects CSB's contribution of $3,549.75 on Mr. Akins'
behalf to CSB's 401(k) Plan and $3,750 for serving as a director of
CSB. In 1995, reflects CSB's contribution of $5,255.70 on Mr.
Akins' behalf to CSB's 401(k) Plan and $2,150.96 for serving as a
director of CSB. In 1994, reflects CSB's contribution of $4,891.75
on Mr. Akins' behalf to CSB's 401(k) Plan.
PERFORMANCE GRAPH
The following graph compares the yearly stock change and the
cumulative total shareholder return on CSB's Common Shares during
the five year period ended December 31, 1996 with the cumulative
total return on the NASDAQ Bank Stock Index and the Standard and
Poor's 500 Stock Index. The comparison assumes $100 was invested on
January 1, 1992 in CSB's Common Shares and in each of the indicated
indices and assumes reinvestment of dividends.
Comparison of Five-Year Cumulative Total Return
1991 1992 1993 1994 1995 1996
---- ------ ------ ------- ------ --------
CSB $100 $125.66 $206.01 $327.64 $339.73 $464.81
Star Bank 100 145.55 165.99 165.31 246.32 325.60
S&P 500 100 107.67 118.17 119.78 164.85 203.24
Return based on $100 invested on December 31, 1991 and the
reinvestment of dividends.
CERTAIN TRANSACTIONS
There are no existing or proposed material transactions between CSB
and any of its officers, directors or beneficial owners of five
percent or more of the Common Shares, or the immediate family of any
of the foregoing persons.
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.
ANNUAL REPORTS
Enclosed with this Proxy Statement is a copy of CSB's Annual Report
to Shareholders for the fiscal year ended December 31, 1996.
Shareholders are referred to such Report for financial information
about the activities of CSB, but such Report is not incorporated
into this Proxy Statement and is not to be deemed a part of the
proxy soliciting materials.
PROPOSALS OF SECURITY HOLDERS
In order to be eligible for inclusion in CSB's proxy materials for
the 1998 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
November 18, 1997. 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 and Chief Executive Officer
Millersburg, Ohio
March 18, 1997
