SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant XX
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
XX Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule
14a-11(c)or Rule 14a-12
Confidential, for use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
CSB FINANCIAL GROUP, INC.
(Name of Registrant as Specified in its Charter)
CSB FINANCIAL GROUP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
xx $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:
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:
<PAGE>
CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801
(618) 532-1918
December 20, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of CSB
Financial Group, Inc. to be held at 200 South Poplar Street, Centralia,
Illinois, on Friday, January 10, 1997, at 10:00 a.m., Central Time.
The attached Notice of the Annual Meeting and Proxy Statement describes the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Corporation. Directors and officers of the
Corporation, as well as a representative of McGladrey & Pullen, LLP, the
Corporation's independent auditors, will be present to respond to any
appropriate questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting please
sign, date, and return the enclosed proxy card in the enclosed postage-prepaid
envelope as soon as possible even if you currently plan to attend the meeting.
This will not prevent you from voting in person, but will assure that your vote
is counted if you are unable to attend the meeting.
Sincerely,
CSB FINANCIAL GROUP, INC.
/s/ K. Gary Reynolds
- -------------------------------------
K. Gary Reynolds
President and Chief Executive Officer
<PAGE>
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(618) 532-1918
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 10, 1997
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the
"Meeting") of CSB Financial Group, Inc. (the "Corporation") will be held at 200
South Poplar Street, Centralia, Illinois, on Friday, January 10, 1997, at 10:00
a.m., Central Time.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Corporation; and
2. Such other matters as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on December 10, 1996
as the record date for the determination of the stockholders entitled to vote at
the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed proxy card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ K. Gary Reynolds
-------------------------------------
K. Gary Reynolds
President and Chief Executive Officer
Centralia, Illinois
December 20, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(618) 532-1918
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 10, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CSB Financial Group, Inc. (the
"Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation (the "Meeting"). The Meeting will be held at 200 South Poplar
Street, Centralia, Illinois, on Friday, January 10, 1997, at 10:00 a.m., Central
Time. The accompanying Notice of Meeting, this Proxy Statement and the Proxy
Card are being first mailed to stockholders on or about December 20, 1996. The
Corporation is the holding company for Centralia Savings Bank (the "Savings
Bank").
Stockholders 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. A stockholder who has executed a proxy
has the power to revoke it at any time before it is voted by delivering written
notice of revocation to the Secretary of the Corporation at 200 South Poplar
Street, Centralia, Illinois 62801, by executing and delivering a subsequently
dated proxy, or by attending the Meeting and voting in person. Proxies solicited
by the Board of Directors of the Corporation 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.
A quorum of stockholders is necessary to take action at the Meeting. The
presence, in person or by proxy, of the holders of a majority of the shares of
Common Stock entitled to vote at the Meeting shall constitute a quorum. Votes
cast by proxy or in person at the Meeting will be tabulated by the inspectors of
election appointed for the Meeting and will be counted as present for purposes
of determining whether a quorum is present.
The expenses of solicitation, including the cost of printing and mailing,
will be paid by the Corporation. Officers and employees of the Corporation may
solicit proxies personally, by telephone or by telegram. The Corporation may
also reimburse brokers, nominees and other fiduciaries for their reasonable
expenses in forwarding proxy solicitation material to beneficial owners.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on December 10, 1996
(the"Record Date") are entitled to one vote for each share of common stock of
the Corporation (the "Common Stock") then held. Stockholders are not permitted
to cumulate their votes for the election of directors. As of the Record Date,
the Corporation had 1,001,540 shares of Common Stock issued and outstanding.
The following table sets forth, as of the Record Date, the number of shares
of Common Stock beneficially owned by each person known by the Corporation to be
the beneficial owner of more than five percent of the outstanding shares of
Common Stock, each director of the Corporation, the executive officer (who is
also a director) named in the Summary Compensation Table below, and all
directors and executive officers of the Corporation as a group.
<PAGE>
Amount and Nature of Percent of Common
Name of Beneficial Owner Beneficial Ownership(1) Stock Outstanding
Centralia Savings Bank, as 82,800(2) 8.27%
Trustee Employee Stock
Ownership Plan
200 South Poplar Street
Centralia, Illinois 62801
Chiplease, Inc. 78,300(3) 7.82%
c/o Mark Goldsher
Goldsher & Goldsher
640 North LaSalle Street,
Suite 300
Chicago, Illinois 60610
First Financial Fund, Inc. 74,600(4) 7.45%
One Seaport Plaza - 25th Floor
New York, New York 10292
John Hancock Advisers, Inc. 90,000(5) 8.99%
101 Huntington Avenue
Boston, Massachusetts 02199
Wellington Management Company 74,600(6) 7.45%
75 State Street
Boston, Massachusetts 02109
Wesley N. Breeze 7,500(7) 0.75%
A. John Byrne 18,000(8) 1.80%
Michael Donnewald 33,550 3.35%
Larry M. Irvin 23,500(9) 2.35%
W. Harold Monken 25,000(10) 2.50%
K. Gary Reynolds 7,484(11) 0.75%
All directors and executive 119,226 11.90%
officers as a group (7 persons)
- ------------------------------
(1) Unless otherwise indicated, the nature of beneficial ownership for shares
shown in this column is sole voting and investment power.
(2) The amount reported represents shares held by the Centralia Savings Bank
Employee Stock Ownership Plan (the "ESOP"). The Savings Bank, as the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP. Pursuant to the terms of the ESOP, the trustee is required to
vote unallocated ESOP shares in accordance with directions from the
employee benefits committee of the Savings Bank and to vote ESOP shares
allocated to the accounts of participants in accordance with directions
received from such participants.
(3) Based on Schedule 13D dated March 11, 1996, and Amendment No. 1 thereto
dated March 22, 1996.
(4) Based on Schedule 13G dated February 7, 1996. All 74,600 shares are
beneficially owned with sole voting and shared investment power.
(5) Based on Schedule 13G dated January 26, 1996, which was also filed on
behalf of The Berkley Financial Group, Inc. ("TBFG"), the parent
corporation of John Hancock Advisers, Inc. ("JHA") and a wholly-owned
subsidiary of John Hancock Asset Management ("JHAM"); JHAM, a wholly-owned
subsidiary of John Hancock Subsidiaries, Inc. ("JHS"); JHS, a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company ("JHMLIC"); and
JHMLIC. The address of TBFG is the same as the above address of JHA. The
address of JHAM, JHS and JHMLIC is John Hancock Place, P.O. Box 111,
Boston, Massachusetts 02117.
<PAGE>
(6) Based on Schedule 13G dated February 9, 1996. All 74,600 shares are
beneficially owned with no voting and shared investment power.
(7) Of the 7,500 shares reported as beneficially owned by Wesley N. Breeze,
6,928 are held in joint tenancy with Robyn D. Breeze, his wife, and 572
are held by Robert W. Baird & Co., Inc. in trust for the benefit of Wesley
N. Breeze and Robyn D. Breeze.
(8) Of the 18,000 shares reported as beneficially owned by A. John Byrne,
1,000 are held by Robert W. Baird & Co., Inc. in trust for the benefit of
Catherine S. Byrne, his wife, 12,500 are held by the Dwight P. Friedrich
Trust for which Mr. Byrne acts as trustee with shared voting and
investment power with respect to such shares and 2,000 are held by the
Dwight P. Friedrich Family Trust for which Mr. Byrne acts as trustee with
shared voting and investment power with respect to such shares.
(9) Of the 23,500 shares reported as beneficially owned by Larry M. Irvin,
11,200 are held by Sylvia Irvin, his wife, 1,250 are held by Mathew Irvin,
his son, 1,000 are held by Cecil Irvin, his father, and 50 are held in
joint tenancy by Sylvia Irvin and her son, a minor.
(10) Of the 25,000 shares reported as beneficially owned by W. Harold Monken,
14,503 are held in joint tenancy with Jan Monken, his wife, and 5,245 are
held by Robert W. Baird & Co., Inc. in trust for the benefit of Jan
Monken.
(11) Of the 7,484 shares reported as beneficially owned by K. Gary Reynolds, 313
are held in joint tenancy by Jeanette Reynolds, his wife, and Gregory
Reynolds, his son, and 313 are held by Jeanette Reynolds as custodian for
Kristen Reynolds, his daughter.
PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of six members. The
Corporation's Certificate of Incorporation provides that directors are elected
for terms of three years, one-third of whom are elected annually. Two directors
will be elected at the Meeting to serve for a three-year period, or until their
respective successors have been elected and qualified. The Board of Directors
has nominated for election as directors Wesley N. Breeze and Larry M. Irvin.
Directors Breeze and Irvin have both been members of the Board of Directors of
the Corporation since its formation in December, 1994. Each director of the
Corporation, including each director nominee, is also a director of the Savings
Bank.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute nominees as the Board
of Directors may recommend, or the Board of Directors may amend the Bylaws and
reduce the size of the Board. At this time, the Board knows of no reason why any
nominee might be unavailable to serve. The two individuals receiving the highest
number of votes cast will be elected as directors of the Corporation.
<PAGE>
The following table sets forth as to each nominee and director continuing
in office, his name, age, principal occupation and the year he first became a
director of the Corporation. Unless otherwise indicated, the principal
occupation listed for each person below has been his occupation for the past
five years.
Year First Year
Principal Became Term
Name Age(1) Occupation Director(2) Expires
- ------------------------------------------------------------------------------
DIRECTOR NOMINEES
Wesley N. Breeze 54 Owner and operator of Byrd Watson 1986 1997
Drug Store, Centralia, Illinois
Larry M. Irvin 55 Vice President of Savings Bank 1983 1997
since 1994 and owner and
operator of Irvin Funeral Homes,
Ltd., Centralia, Illinois
DIRECTORS CONTINUING IN OFFICE
Michael Donnewald 43 President of Donnewald 1990 1998
Distributing Co., Centralia,
Illinois
W. Harold Monken 57 Chairman of the Board of Savings 1983 1998
Bank since 1994 and an auto dealer
in Centralia, Illinois
A. John Byrne 65 Retired since 1996. Prior to 1988 1999
that time he was an accountant
with accounting firm of Glass &
Shuffet, Ltd., Centralia, Illinois
K. Gary Reynolds 45 President and Chief Executive Officer 1994 1999
of the Corporation and Savings Bank
since 1994. Prior to that time, he was
an examiner with the Office of the
Comptroller of the Currency.
- --------------------
(1) At December 1, 1996.
(2) Includes prior service on the Board of Directors of the Savings Bank.
The Board of Directors recommends a vote "FOR" the election of Directors
Breeze and Irvin for a term of three years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Corporation and the Savings Bank conduct
their business through meetings of the full Boards and through meetings of
committees of the Board. During the fiscal year ended September 30, 1996, the
Board of Directors of the Corporation held 11 meetings, and the Board of
Directors of the Savings Bank held 18 meetings. Other than Wesley N. Breeze, no
director of the Corporation or the Savings Bank attended fewer than 75% of the
total meetings of the Boards and committee meetings on which such Board member
served during this period.
The Corporation does not maintain any standing audit, nominating or
compensation committee of its Board of Directors. The full Board acts on all
matters relating to its audit function and the nomination of individuals for
election as directors. Because all employees of the Corporation and the Savings
Bank are compensated only at the Savings Bank level, all matters relating to
compensation are addressed by the Savings Bank's Board of Directors, with the
exception that matters relating to the Corporation's 1995 Stock Option and
Incentive Plan and its Management Development and Recognition Plan are addressed
by the Corporation's Option Plan Committee and Management Recognition Plan
Committee, respectively.
<PAGE>
The Option Plan Committee is comprised of Messrs. Breeze, Byrne and Monken.
The Management Recognition Plan Committee is comprised of Messrs. Breeze, Byrne
and Monken. Each of these committees met one time during the fiscal year ended
September 30, 1996.
EXECUTIVE COMPENSATION
Summary Compensation Information. The following table sets forth
compensation information for the fiscal years ended September 30, 1996 and 1995
and August 31, 1994 with respect to the Corporation's and the Savings Bank's
Chief Executive Officer. The amounts reflected in the table were paid by the
Savings Bank for services rendered to the Savings Bank. Officers of the
Corporation do not receive any additional compensation for serving in such
capacities. No officer or employee of the Savings Bank received compensation in
excess of $100,000 in the fiscal year ended September 30, 1996. The person named
in the table is sometimes referred to herein as the "named executive officer."
Annual Compensation
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
- ------------------------------------------------------------------------------
K. Gary Reynolds 1996 $70,640 $2,500 -- $18,914(2)
President and Chief 1995 $67,275 -- -- --
Executive Officer 1994 $21,122(1) $541 -- --
- --------------------
(1) Mr. Reynolds was appointed President and Chief Executive Officer of the
Savings Bank effective May 1, 1994. The compensation reflected under salary
includes compensation paid to Mr. Reynolds from May 1, 1994 through August 31,
1994 (the Savings Bank's fiscal year end in 1994), but does not include fees
paid to Mr. Reynolds in his capacity as a director. Assuming Mr. Reynolds had
served as President and Chief Executive Officer for the entire fiscal year, his
base annual salary would have been $65,000. Mr. Reynolds received compensation
in the amount of $5,606 for the one month period ended September 30, 1994.
(2) All other compensation for 1996 includes an ESOP allocation of 1,233 shares
at $9.50 per share or approximately $11,714 at the date of allocation and $7,200
in directors' fees.
Employment Agreement. The Savings Bank entered into an employment agreement
with K. Gary Reynolds, effective January 1, 1995. The employment agreement
provides that Mr. Reynolds will be employed for a term expiring on November 30
of each year (the "Anniversary Date") beginning November 30, 1995. The term of
the agreement will be automatically renewed for another one-year period, unless
the Board of Directors of the Savings Bank has given Mr. Reynolds 90 days'
notice prior to an Anniversary Date of its intent not to renew the employment
agreement. Under such circumstances, the employment agreement will expire on the
next Anniversary Date. Under the employment agreement, the base salary for Mr.
Reynolds will be $67,275 per year. Mr. Reynolds will be entitled to receive
annually an increase in his base salary in an amount at least equal to the
average percentage increase, if any, granted to other officers and employees of
the Savings Bank. In addition to base salary, the agreement provides for
participation in any group health, medical, hospitalization, dental care, sick
leave pay, life insurance, or death benefit and disability plan offered by the
Savings Bank to its employees. The agreement also provides for participation in
the ESOP, the Corporation's Management Recognition Plan and the Corporation's
Stock Option Plan.
The employment agreement provides for continuing benefits in the event Mr.
Reynolds is terminated, or his employment agreement is not renewed, other than
for "cause" (as defined in the employment agreement). In such instances, Mr.
Reynolds will receive severance pay equal to 12 months of his base salary. If
Mr. Reynolds is terminated after a change in control but during the term of the
employment agreement and prior to January 1, 2002, then the Savings Bank will
pay to Mr. Reynolds a sum equal to his last two years of base compensation. A
"change of control" is defined in the employment agreement as the acquisition of
more than 25% of the Savings Bank's or the Corporation's outstanding common
stock, or the equivalent in voting power of any class or classes of outstanding
capital stock of the Savings Bank, by any corporation, person or group. The
employment agreement further provides that, within 24 months of a change of
control, Mr. Reynolds may elect to treat any substantial change in his duties
and responsibilities, made without his consent, or any material reduction in his
compensation, as a termination resulting from a change of control.
<PAGE>
DIRECTORS' COMPENSATION
All non-officer directors of the Savings Bank receive a fee of $800 for
each regular monthly meeting of the Board they attend. Directors who are
officers of the Savings Bank receive a fee of $500 for each regular monthly
meeting of the Board they attend. No fees are paid for attending committee
meetings. Directors of the Corporation do not receive any fees in consideration
of their service.
TRANSACTIONS WITH MANAGEMENT
The Savings Bank makes loans to executive officers and directors of the
Savings Bank and their affiliates in the ordinary course of its business. Such
loans to executive officers, directors and their affiliates are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time the transaction is originated for comparable transactions
with nonaffiliated persons and do not, in the opinion of the Savings Bank's
management, involve more than the normal risk of collectibility or present any
other unfavorable features. As of September 30, 1996, approximately $435,000 of
loans were outstanding from the Savings Bank to executive officers and directors
of the Savings Bank and their affiliates.
AUDITORS
The Board of Directors has selected McGladrey & Pullen, LLP, independent
public accountants, to be the Corporation's auditors for the 1997 fiscal year. A
representative of McGladrey & Pullen, LLP is expected to be present at the
Meeting to respond to appropriate questions of stockholders and to make a
statement if he desires. McGladrey & Pullen, LLP was retained as the principal
accountants of the Corporation on April 11, 1996.
The Corporation dismissed its former principal accountants, Larsson,
Woodyard & Henson, LLP, effective January 19, 1996. During the two most recent
fiscal years of the Corporation there were no disagreements with the former
accountants on any matter of accounting principle or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the former accountants would have caused them to
make reference in connection with their report to the subject matter of the
disagreements. The reports of the former principal accountants on the financial
statements of the Corporation or the Savings Bank for either of the two prior
fiscal years contained no adverse opinion or disclaimer of opinion, nor was
either qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was approved by the Board of
Directors of the Corporation.
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any business to
come before the Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Meeting, it is intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the judgment of the person or persons voting
the proxies.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed with this Proxy Statement to all stockholders of
record as of the close of business on December 10, 1996. The Annual Report to
Stockholders is not to be treated as part of the proxy solicitation material or
as having been incorporated herein by reference.
NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS OF DIRECTORS
Any stockholder wishing to nominate an individual for election as a
director must comply with certain provisions in the Corporation's Certificate of
Incorporation. The Corporation's Certificate of Incorporation establishes an
advance notice procedure with regard to the nomination, other than by or at the
direction of the Board of Directors of the Corporation, of candidates for
election as directors. Generally, such notice must be delivered to or mailed to
and received by the Secretary of the Corporation at the principal executive
offices of the Corporation not later than the close of business on the 40th day
nor earlier than the close of business on the 70th day prior to the first
anniversary of the preceding year's annual meeting. The stockholder must also
comply with certain other provisions set forth in the Corporation's Certificate
of Incorporation relating to the nomination of an individual for election as a
director. For a copy of all the provisions in the Corporation's Certificate of
Incorporation relating to the nomination of an individual for election as a
director, an interested stockholder should contact the Secretary of the
Corporation at 200 South Poplar Street, Centralia, Illinois 62801.
<PAGE>
NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS
Any stockholder wishing to bring business before an annual meeting must
comply with certain provisions in the Corporation's Bylaws. The Corporation's
Bylaws establish an advance notice procedure with regard to certain matters to
be brought before an annual meeting of stockholders of the Corporation other
than by or at the direction of the Board of Directors of the Corporation. Such
notice must be delivered to or mailed to and received by the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 40th day nor earlier than the close of business on the 70th day
prior to the first anniversary of the preceding year's annual meeting. The
stockholder must also comply with certain other provisions set forth in the
Corporation's Bylaws relating to the bringing of business before an annual
meeting. For a copy of all the provisions in the Corporation's Bylaws relating
to the bringing of business before an annual meeting, an interested stockholder
should contact the Secretary of the Corporation at 200 South Poplar Street,
Centralia, Illinois 62801.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of Form 3, 4 and 5 beneficial ownership
reports and amendments thereto furnished to the Corporation, and written
representations that no other reports were required, the Corporation believes
that its directors, officers and greater than 10% stockholders complied with all
applicable requirements of Section 16(a) of the Exchange Act during the fiscal
year ended September 30, 1996, with the exception that (i) Wesley N. Breeze, A.
John Byrne, Michael Donnewald, Larry M. Irvin, W. Harold Monken, K. Gary
Reynolds and Stephen J. Greene filed Form 4's late in connection with their
initial purchases of Common Stock of the Corporation upon the conversion of the
Savings Bank from mutual to stock form, (ii) Messrs. Breeze, Byrne, Donnewald,
Irvin and Monken filed Form 5's late in connection with awards under the
Corporation's Stock Option and Incentive Plan and Management Development and
Recognition Plan and (iii) Messrs. Reynolds and Greene filed Form 5's late in
connection with ESOP awards.
INCLUSION OF STOCKHOLDER PROPOSALS IN PROXY MATERIALS
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's main office at 200
South Poplar Street, Centralia, Illinois, no later than August 22, 1997. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
FORM 10-KSB
A COPY OF THE FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO K. GARY REYNOLDS,
PRESIDENT, CSB FINANCIAL GROUP, INC., 200 SOUTH POPLAR STREET, CENTRALIA,
ILLINOIS 62801.
<PAGE>
REVOCABLE PROXY
CSB FINANCIAL GROUP, INC.
XX PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS OF CSB FINANCIAL
GROUP, INC.
The undersigned hereby appoint(s) Michael Donnewald and A. John Byrne, or
either of them, as proxies for the undersigned, with full power of
substitution, to act and to vote all the shares of common stock of CSB
Financial Group, Inc. that the undersigned would be entitled to vote if
personally present at the annual meeting of stockholders to be held at 200
South Poplar Street, Centralia, Illinois on January 10, 1997, or at any
adjournments or postponements thereof. Said proxies are directed to vote as
instructed on the matters set forth below and otherwise at their
discretion. Receipt of a copy of the notice of said meeting and proxy
statement are hereby acknowledged.
Withhold For All
1. The election as directors of all nominees For Authority Except
listed below (except as marked to the
contrary below):
Wesley N. Breeze; Larry M. Irvin
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- -------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" ALL THE NOMINEES.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND
THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED,
WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES LISTED
ABOVE.
Please be sure to sign and date this Proxy in the box below.
Date
- -----------------
- -------------------------------------------
Stockholder sign above -------Co-holder
(if any) sign above
IMPORTANT: Please sign exactly as your name or names appear on this proxy card.
If stock is held jointly, all joint owners must sign. Executors, administrators,
trustees, guardians, custodians, corporate officers and others signing in a
representative capacity should put their full title.
