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.:
___________________________________
3) Filing party:
___________________________________
4) Date filed:
___________________________________
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
_________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 1998
_________________
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 8, 1998, at 7:00
p.m. local time, for the following purposes:
To elect three directors for three-year terms ending in 2001 and one
director for a one-year term ending in 1999;
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 3,000,000 to 9,000,000
shares; and
3. 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 February 27,
1998, are entitled to vote at the Meeting and at any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas D. Akins
President and Chief Executive Officer
Millersburg, Ohio
March 13, 1998
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.
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 8, 1998
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 8, 1998 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 13, 1998.
The Meeting has been called for the following purposes: (i) to elect
three directors, each for a three-year term and one director for a
one-year term (ii) 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 3,000,000
to 9,000,000 shares and (iii) 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 and 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) 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 February 27,
1998, are entitled to (i) notice of the Meeting and (ii) one vote on
each matter to be considered at the Meeting for each Common Share
held on that date. As of February 27, 1998, CSB had 1,311,314.9319
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.
CSB is not aware of any person, group or entity owning more than 5%
of CSB's outstanding Common Shares as of February 27, 1998.
The following table sets forth, as of February 27, 1998, (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 of Percent of Common
Beneficial Owner Beneficial Ownership(1) Shares Outstanding Director
<S> <C> <C> <C>
David W. Kaufman 3,740.0000 0.29% Yes
J. Thomas Lang 1,636.0606 0.12 Yes
H. Richard Maxwell 8,200.0000 0.63 Yes
Vivan A. McClelland 16,800.0000 1.28 Yes
Daniel J. Miller 17,044.0422 1.30 Yes
Samuel P. Riggle, Jr. 7,491.2530 0.57 Yes
David C. Sprang 54,400.0000 4.15 Yes
Samuel M. Steimel 7,469.7356 0.57 Yes
Douglas D. Akins 1,741.1808 0.16 Yes
All directors and
officers as a group
(14 persons) 129,040.7292 9.84%
________________________
<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>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires CSB's
officers and 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, except for the late filing
of Lee Miller's form upon the commencement of his employment with
CSB.
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 four 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 David W. Kaufman, H. Richard Maxwell and Samuel M.
Steimel, each of whom are incumbent directors and whose present
terms expire at the Meeting, to serve until the 2001 Annual Meeting
of Shareholders and until their respective successors are elected
and qualified. The Board of Directors has nominated Douglas D.
Akins, an incumbent director whose present term expires at the
Meeting, to serve until the 1999 Annual Meeting of Shareholders and
until his successor is elected and qualified. The election of Mr.
Akins to a one-year term will allow the three classes of directors
to be equal in size.
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.
<PAGE>
<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>
David W. Kaufman 48 Auctioneer and Director 1988 2001
Realtor
H. Richard Maxwell 68 Retired Clothier, Director 1964 2001
Residential Appraiser
Samuel M. Steimel 40 Attorney Director 1989 2001
Douglas D. Akins 41 Banker Director 1995 1999
President
CEO(1)
____________________________
<FN>
(1) 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.
</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>
J. Thomas Lang 54 Veterinarian, Dairy Director 1993 1999
Farmer
Vivian A. McClelland 74 Retired Director 1993 1999
Daniel J. Miller 58 Physician Director 1979 2000
Samuel P. Riggle, Jr. 60 General Manager & Director 1982 2000
CEO, Holmes-Wayne
Electric Cooperative,
Inc.
David C. Sprang 71 Retired Officer of Director 1991 2000
CSB(2)
Robert E. Boss 41 Banker Senior Vice
President(3) N/A
Shirley J. Roberts 56 Banker Senior Vice
President and
Secretary(4) N/A
Pamela S. Basinger 27 Banker Treasurer(5) N/A
Stanley E. Yoder 56 Banker Senior Vice
President(6) N/A
A. Lee Miller 39 Banker Senior Vice
President(7) N/A
________________________
<FN>
(1) Directors have held these vocations or positions for at least
five years, unless otherwise noted.
(2) Mr. Sprang retired from CSB as a Vice President in July 1990,
a position he held beginning in March 1987.
(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 Internal Auditor at
National City Corporation from June 1993 through January 1994.
She held the position of Credit and Loan Review Officer of
The Commercial and Savings Bank of Millersburg, Ohio 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.
(7) Mr. Miller held the position of Senior Vice President of Wayne
Savings and Loan, until August 1997, when he was hired as Senior
Vice President of CSB.
</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
3,000,000 to 9,000,000. On February 27, 1998, there were issued
1,314,586.9319 Common Shares, of which 1,311,314.9319 were
outstanding and 3,272 were treasury shares.
In connection with this proposed amendment, on January 8, 1998 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 February
27, 1998 and the effective date of the share dividend, the number of
outstanding Common Shares as of that latter date would be
2,622,629.8638, the number of treasury shares would be 6,544
(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 1,685,413.0681
to 6,370,826.1362 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 February 27, 1998 an aggregate of 130,000 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 260,000 Common Shares would be
set aside for issuance in accordance with the terms of such plans,
including 80,000 Common Shares under the 401(k) Plan and 180,000
Common Shares under the Dividend Reinvestment Plan. Accordingly,
following the share dividend, a total of 2,889,173.8638 Common
Shares would be either issued (including treasury shares) or set
aside for issuance in accordance with such plans, and the balance of
6,110,826.1362 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. Shareholders have no preemptive rights to subscribe
for any of the shares which may be issued by CSB from time to time.
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.
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, 1997. No
director attended fewer than 75% of such meetings. Directors
receive no compensation from CSB, except that Mr. Lang, Mr. Sprang
and Mr. Riggle each received $150 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 $150 per Board
Meeting attended or reviewed and $150 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, Mr. Sprang and Mr. Riggle. 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 1997. 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 1997 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' 1997 base salary, shown in the "Salary" column of the
Compensation Table below was increased by 15% from his 1996 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.
In addition, as of January 1, 1997, the Committee granted Mr. Akins
an option to purchase 900 Common Shares at an exercise price of
$18.09 per share. The Committee granted the option as an additional
incentive to Mr. Akins to work to maximize shareholder value. The
Committee also recognized that such a stock incentive is a necessary
element of a competitive compensation package for the President and
Chief Executive Officer of CSB. The grant utilized a vesting period
to encourage Mr. Akins to continue in the employ of CSB. The
Committee generally believes that a stock incentive of the type
granted to Mr. Akins encourages him to maintain a long-term
perspective on his compensation package. In determining the size of
the option award to Mr. Akins, the Committee's primary consideration
was the value of the award at the time of the grant and Mr. Akins
general performance in his employment.
The Compensation Committee
J. Thomas Lang
H. Richard Maxwell
David C. Sprang
Samuel M. Steimel
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Crowe, Chizek and
Company LLP, certified public accountants, as CSB's auditors for the
1998 fiscal year. A representative of Crowe, Chizek and Company LLP
is expected to be present at the Meeting, will have the opportunity
to make a statement if he desires to do so, and will be available to
respond to appropriate questions.
<PAGE>
<TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning
the President and Chief Executive Officer during the
fiscal year ended December 31, 1997.(1)
<CAPTION>
Summary Compensation Table
Long Term Compensation
Securities
Underlying
Name and Options/ All Other
Principal Position Year Salary ($) Bonus ($) SARs (#)(2) Compensation($)(3)
<S> <C> <C> <C> <C> <C>
Douglas D. Akins 1997 $115,000.00 $23,000.00 900 $10,764.32
President and CEO 1996 100,000.00 20,000.00 0 7,299.75
1995 90,000.00 15,000.00 0 7,406.66
_________________________
<FN>
(1) No other executive officer of CSB received salary and bonus exceeding
$100,000 for serving in such capacity during the fiscal year ended December 31, 1997.
(2) The following table provides information on the option grant to Mr.
Akins duting fiscal year 1997:
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term*
________________________________________________________________________________________
Number of % of Total
Securities Options Granted Exercise
Underlying to Employees in or Base Expiration
Options(#) Fiscal Year Price ($/sh) Date 0%($) 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
900 100% $18.09 Jan. 1, 2007 $20,844 $44,192 $80,012
* The option is exercisable 33 1/3% one year after the grant
date, 66 2/3% two years after the grant date and 100% after the
third year. The dollar gains under these columns result from
calculations assuming 0%, 5% and 10% growth rates as set by the
Securities and Exchange Commission and are not intended to
forecast future price appreciation of CSB's Common Shares.
The gains reflect a future value based upon growth at these
prescribed rates. CSB did not use an alternative formula for
a grant date valuation, an approach which would state gains at
present, and therefore lower value. CSB is not aware of any
formula which will determine with reasonable accuracy a present
value based on future unknown or volatile factors.
</FN>
</TABLE>
<PAGE>
It is important to note that options have value to the option
recipient only if the stock price advances beyond the base price
shown in the table during the effective option period.
(3) In 1997, reflects CSB's contributions of $6,764.32 on Mr.
Akins' behalf to CSB's 401(k) Plan and $4,000 for serving as a
director of CSB. In 1996, reflects CSB's contributions of $3,549.75
on Mr. Akins' behalf to CSB's 401(k) Plan and $4,000 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.
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, 1997 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, 1993 in CSB's Common Shares and in each of the indicated
indices and assumes reinvestment of dividends.
1992 1993 1994 1995 1996 1997
CSB $100.00 $163.95 $260.74 $270.36 $369.90 $576.35
NASDAQ Bank
Stock Index 100.00 114.04 113.63 169.22 223.41 377.44
S&P 500 100.00 109.76 111.25 153.12 188.79 252.04
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, 1997.
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 1999 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 13, 1998. 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 and Chief Executive Officer
Millersburg, Ohio
March 13, 1998
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 nine
million (9,000,000) all of which shall be with a par value of Six
Dollars and Twenty-Five Cents ($6.25) each.
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 J. Thomas Lang, Samuel P. Riggle, Jr. and David C. Sprang
as Proxies, each of them with the power to appoint his substitute,
and hereby authorizes them to represent and vote all shares of CSB
that the undersigned is entitled to vote at the 1998 Annual Meeting
of CSB's shareholders to be held at the Carlisle Village Inn, Walnut
Creek, Ohio 44687, on April 8, 1998 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 business properly coming before
the meeting.
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 above
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.
1. Election of Directors. The Board of Directors has nominated
David W. Kaufman, H. Richard Maxwell and Samuel M. Steimel, each for
three-year terms, and Douglas D. Akins for a one-year term, for
election as directors.
____ FOR the election of all nominees.
____ FOR, EXCEPT WITHHOLD AUTHORITY to vote for the following
nominee(s).
_______________________________________________________
_____ WITHHOLD AUTHORITY to vote for all nominees.
2. 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 3,000,000 shares to 9,000,000 shares (the
"Proposal").
_____ FOR the Proposal.
_____ AGAINST the Proposal.
_____ WITHHOLD AUTHORITY to vote for the Proposal.
3. In their discretion, to act upon such other business 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 election of all nominees listed
on the opposite side of this proxy and 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:___________________________, 1998
Please mark, date, sign and return this proxy card promptly using
the enclosed envelope.
