As filed with the Securities and Exchange Commission on August 22, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CSB FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1336338
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Address of principal executive offices, including zip code)
CSB FINANCIAL GROUP, INC. MANAGEMENT DEVELOPMENT
AND RECOGNITION PLAN
(Full title of the plan)
K. GARY REYNOLDS
PRESIDENT
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Name and address of agent for service)
(618) 532-1918
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
*---------------------------------*
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (1) (1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 41,400 $9.25 $382,950 $132.05
</TABLE>
(1) ESTIMATED ON THE BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED
PRICE AS QUOTED ON THE NASDAQ "SMALL-CAP" MARKET ON AUGUST 15, 1996,
PURSUANT TO RULE 457(H).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by CSB Financial Group,
Inc. (the "Registrant"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1995 and March 31, 1996 and June 30, 1996,
respectively;
(c) The Registrant's Current Reports on Form 8-K dated January 24, 1996
and April 17, 1996; and
(d) The description of the Registrant's Common Stock, par value $.01 per
share, contained in the Registrant's Registration Statement on Form
SB-2, filed with the Commission on March 1, 1995, as amended by
Amendment No. 1 on Form SB-2, filed with the Commission on June 29,
1995 and Amendment No. 2 on Form SB-2, filed with the Commission on
August 4, 1995.
All documents subsequently filed by the Registrant and/or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorney's fees), judgments,
fines and amount paid in settlement actually and reasonably incurred by him or
her in the defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being
or having been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a director,
officer, employee or agent of another enterprise. The statute provides that
this indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
<PAGE> 3
The Certificate of Incorporation and Bylaws of the Registrant provide,
subject to certain procedures and limitations stated therein, that the
Registrant shall indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in the defense of any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his or her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and serving or
having served at the request of the Registrant as a director, officer, employee
or agent of another enterprise. The indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any statute,
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Registrant maintains an insurance policy under which its officers and
directors, and officers and directors of its subsidiary Centralia Savings Bank,
are insured, within the limits and subject to the limitations of the policy,
against certain losses arising from any claim or claims made against them in
their respective capacities of directors or officers. The policy also provides
for reimbursement to the Registrant for any indemnification of such officers
and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement on page
7 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; provided, however, that any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
<PAGE> 4
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 5
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Centralia, State of Illinois, on
August 8, 1996.
CSB FINANCIAL GROUP, INC.
(Registrant)
By:/s/ K. GARY REYNOLDS
------------------------------------
K. Gary Reynolds
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
K. Gary Reynolds, the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ K. Gary Reynolds President, Chief Executive August 8, 1996
- ---------------------- Officer and Director
K. Gary Reynolds (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Wesley N. Breeze
- ---------------------- Director August 19, 1996
Wesley N. Breeze
<PAGE> 6
/s/ A. John Byrne Director August 8, 1996
- ----------------------
A. John Byrne
/s/ Michael Donnewald Director August 8, 1996
- ----------------------
Michael Donnewald
/s/ Larry M. Irvin
- ---------------------- Director August 19, 1996
Larry M. Irvin
/s/ W. Harold Monken Director August 8, 1996
- ----------------------
W. Harold Monken
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
4 CSB Financial Group, Inc. Management Development
and Recognition Plan.
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Larsson Woodyard & Henson LLP.
23.2 Consent of Schiff Hardin & Waite (contained in
their opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).
Exhibit 4
CSB FINANCIAL GROUP, INC.
MANAGEMENT DEVELOPMENT AND RECOGNITION
PLAN AND TRUST AGREEMENT
<PAGE> 2
CSB FINANCIAL GROUP, INC.
MANAGEMENT DEVELOPMENT AND RECOGNITION
PLAN AND TRUST AGREEMENT
ARTICLE I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01. CSB Financial Group, Inc. (the "Company") hereby establishes the
Management Development and Recognition Plan (the "Plan") and Trust (the
"Trust") upon the terms and conditions hereinafter stated in this Management
Development and Recognition Plan and Trust Agreement (the "Agreement").
1.02. The Trustees hereby accept this Trust and agree to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
2.01. The purpose of the Plan is to retain personnel of experience and
ability in key positions by providing such key employees with a proprietary
interest in the Company as compensation for their contributions to the Company
and its Subsidiaries and as an incentive to make such contributions in the
future.
ARTICLE III
DEFINITIONS
The following words and phrases, when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Whenever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01. "Bank" means Centralia Savings Bank, an Illinois state-chartered
savings bank, and its successors and assigns. The Bank, with the consent of
the Board, has agreed to participate in this Plan.
3.02. "Beneficiary" means the person or persons designated by a Recipient
to receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, the Recipient's estate.
3.03. "Board" means the Board of Directors of the Company.
<PAGE> 3
3.04. "Committee" means the Committee appointed by the Board pursuant to
Article IV hereof.
3.05. "Common Stock" means shares of the common stock, $.01 par value per
share, of the Company.
3.06. "Company" means CSB Financial Group, Inc., a Bank Holding Company
registered under Section 3(a)(1) of the Bank Holding Company Act of 1956, as
amended, that owns 100% of the Capital Stock of Centralia Savings Bank.
3.07. "Director" means a member of the Board of Directors of the Company
or the Bank.
3.08. "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Recipient to perform the work
customarily assigned to him. A medical doctor selected or approved by the
Board must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of the Recipient's lifetime.
3.09. "Effective Date" means the date shareholders of the Company approve
the Plan.
3.10. "Employee" means any person who is currently employed by the
Company, the Bank or a Subsidiary, including officers.
3.11. "Plan Shares" means shares of Common Stock held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.
3.12. "Plan Share Award" means a right granted under this Plan to earn
Plan Shares.
3.13. "Recipient" means an Employee who receives a Plan Share Award under
the Plan.
3.14. "Retirement" means retirement at the normal or early retirement date
as set forth in the Centralia Savings Bank Employee Stock Ownership Plan.
3.15. "Subsidiary" means any other entity of which the Company is the
direct or indirect beneficial owner of not less than fifty percent (50%) of all
issued and outstanding equity interests. A Subsidiary may, with the consent of
the Board, agree to participate in this Plan.
<PAGE> 4
3.16. "Trustee" means those persons (normally members of the Committee)
nominated by the Committee and approved by the Board pursuant to Sections 4.01
and 4.02 to hold legal title to the Plan assets for the purposes set forth
herein.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01. ROLE OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall have all of the powers allocated to
it in this and other Sections of the Plan. Members of the Committee shall not
be eligible to receive a discretionary Plan Share Award. The Committee shall
have the power to interpret and construe the terms and provisions of the Plan
or of any Plan Share Award granted hereunder, and all such interpretations and
constructions by the Committee shall be final and binding. The Committee shall
act by vote or written consent of a majority of its members. Subject to the
express provisions and limitations of the Plan, the Committee may adopt such
rules, regulations and procedures as it deems appropriate for the conduct of
its affairs. The Committee shall report its actions and decisions with respect
to the Plan to the Board at appropriate times, but in no event less than one
time per calendar year. The Committee shall appoint one or more individuals
(normally from among its members) to act as Trustees in accordance with the
provisions of this Plan and Trust and the terms of Article VIII hereof.
4.02. ROLE OF THE BOARD. The members of the Committee and the Trustee or
the Trustees shall be appointed or approved by the Board. The Board may, in
its discretion, from time to time, remove members from or add members to the
Committee and may remove, replace or add Trustees. The Board may not revoke
any Plan Share Award already made. Members of the Board who are eligible for,
or who have been granted, Plan Share Awards may not vote on any matters
affecting the administration of the Plan or the grant of Plan Shares or Plan
Share Awards (although such members may be counted in determining the existence
of the quorum at any meeting of the Board during which actions with regard
thereto are taken).
4.03. LIMITATION ON LIABILITY. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Plan Shares or Plan Share Awards it grants. If a member of the
Board or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Company and
its Subsidiaries shall indemnify such member against expense (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such member in connection with such action, suit or
proceeding if the member acted in good faith and in the manner he reasonably
believed to be in the best interests of the Company and its Subsidiaries and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
<PAGE> 5
ARTICLE V
CONTRIBUTIONS
5.01. AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Company and its Subsidiaries to the Trust established under this Plan. Such
amounts shall be paid to the Trust at the time of contribution. No
contributions by Employees or Recipients shall be permitted.
5.02. INVESTMENT OF TRUST ASSETS AFTER CONVERSION. The Trustee shall
invest the Trust's assets exclusively in the Company's Common Stock PROVIDED,
HOWEVER, that the Trust shall not purchase more than 4% of the total shares of
Common Stock issued. Any earnings received with respect to Common Stock held
by the Plan shall be held in an interest bearing account. Any earnings
received with respect to Common Stock subject to a Plan Share Award shall be
held in an interest bearing account on behalf of the individual Recipient.
ARTICLE VI
ELIGIBILITY AND ALLOCATIONS
6.01. ELIGIBILITY. Officers and key management Employees of the Company,
the Bank and its Subsidiaries are eligible to receive Plan Share Awards. Non-
employee Directors may receive Plan Share Awards only pursuant to Article X
hereof.
6.02. ALLOCATIONS. The Committee shall determine which of the Employees
referenced in 6.01 above will be granted Plan Share Awards and the number of
Shares covered by each Award, PROVIDED, HOWEVER, that the number of Shares
covered by such Awards may not exceed the number of shares purchased by the
Trustee prior to the grant of such Awards, and PROVIDED FURTHER that in no
event shall any Awards be made which will violate the Certificate of
Incorporation or Bylaws of the Company, the Federal Stock Charter or Bylaws or
Plan of Conversion of the Bank, or any applicable federal or state law or
regulation. In the event Plan Shares are forfeited for any reason, the
Committee may determine which of the Employees will be granted additional Plan
Shares to be awarded from forfeited Plan Shares. In selecting those Employees
to whom Plan Share Awards will be granted and the number of Shares covered by
such Awards, the Committee shall consider the position and responsibilities of
the eligible Employees, the value of their services to the Company and the Bank
and its Subsidiaries, and any other factors the Committee may deem relevant,
including the recommendations of the Chairman of the Board.
6.03. FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 6.02 that a Plan Share Award is to be
issued, the Committee shall notify the Recipient in writing of the grant of the
Award, the number of Plan Shares covered by the Award and the terms upon which
the Plan Shares subject to the Award may be earned. The date on which the
<PAGE> 6
Committee so notifies the Recipient shall be considered the date of grant of
the Plan Share Award. The Committee shall maintain records as to all grants of
Plan Share Awards under the Plan.
6.04. ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary
in Sections 6.01 and 6.02, no Employee shall have any right or entitlement to
receive a Plan Share Award hereunder, such Awards being at the total discretion
of the Committee, nor shall the salaried Employees as a group have such a
right.
ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES
VOTING RIGHTS
7.01. EARNING PLAN SHARES: FORFEITURES. Unless the Committee shall
specifically state to the contrary at the time a Plan Share Award is granted,
Plan Shares subject to an Award shall be earned by a Recipient in five equal
annual installments over the first five years after the date of grant, if the
Employee remains employed with the Company or a Subsidiary continuously
throughout such period, PROVIDED, HOWEVER, that the Committee may provide for a
less rapid earnings rate than that set forth herein for all Awards or for any
given Award. If the employment of a Recipient is terminated prior to the fifth
anniversary (or such later date as the Committee shall determine) of the date
of grant of an Award for any reason (except as specifically provided in
subsections (a) and (b) below), the Recipient shall forfeit the right to earn
any shares subject to the Award which have not theretofore been earned. No
fractional shares shall be issued.
(a) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
Notwithstanding the general rule contained in this Section, Plan Shares
subject to a Plan Share Award held by a Recipient whose employment with
the Company or a Subsidiary terminates due to Death or Disability, or any
part of such Award that has not theretofore been earned, shall be deemed
earned as of the Recipient's last day of employment with the Company or a
Subsidiary.
(b) REVOCATION FOR MISCONDUCT. Notwithstanding anything herein to
the contrary, the Board may, by resolution, immediately revoke, rescind
and terminate any Plan Share Award, or portion thereof, previously awarded
under this Plan, to the extent Plan Shares have not been delivered
thereunder to the Recipient, whether or not yet earned, in the case of an
Employee or Director who is discharged from the Company or a Subsidiary
for cause (as hereinafter defined), or who is discovered after termination
of employment to have engaged in conduct that would have justified
termination for cause. "Cause" is defined as personal dishonesty, willful
misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, or the willful violation of
any law, rule or regulation (other than traffic violations or similar
<PAGE> 7
offenses) which results in a material loss to the Company or its
Subsidiaries, or final cease and desist order.
7.02. DISTRIBUTION OF PLAN SHARES. Plan Shares shall be distributed to
the Recipient or his Beneficiary, as the case may be, as soon as is practicable
after a Plan Share Award is made. All Plan Shares shall be distributed in the
form of Common Stock. One share of Common Stock shall be given for each Plan
Share earned and payable.
7.03. VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a stockholder with respect to any Plan
Shares covered by a Plan Share Award prior to the time said Plan Shares are
actually distributed to him. When cash dividends are paid with respect to Plan
Shares allocated to a Recipient, such Recipient shall be entitled to receive an
amount equal to such cash dividend. Stock dividends with respect to shares
allocated to a Recipient shall be distributed when the Plan Shares with respect
to which they are declared are so distributable.
ARTICLE VIII
TRUST
8.01. TRUST. The Trustees shall receive, hold, administer, invest and
make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
the Plan.
8.02. MANAGEMENT OF TRUST. It is the intent of this Plan and Trust that
the Trustees shall have complete authority and discretion with respect to the
management, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustees determined that the holding
of monies in cash or cash equivalents is necessary to meet the obligations of
the Trust. In performing their duties, the Trustees shall have the power to do
all things and execute such instruments as may be deemed necessary or proper,
including the following powers:
(a) To invest up to 100% of all Trust assets in Common Stock of the
Company without regard to any law now or hereafter in force limiting
investments for trustees or other fiduciaries. The investment authorized
herein may constitute the only investment of the Trust and Common Stock
shall be newly issued shares, Treasury shares or shares purchased by the
Plan in the open market.
(b) To invest any Trust assets not otherwise invested in accordance
with (a) above in such savings accounts, deposits and certificates of
<PAGE> 8
deposit (including those issued by the Company or a Subsidiary),
obligations of the United States government or its agencies or such other
investments as shall be considered the equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any
time held or acquired by the Trust.
(d) To cause stocks, bonds or other securities to be registered in
the name of a nominee, without the addition of words indicating that such
security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be, in the
opinion of the Trustees, reasonable for the proper operation of the Plan
and Trust.
(f) To employ brokers, agents, custodians, consultants and
accountants.
(g) To hire counsel to render advice with respect to their rights,
duties and obligations hereunder, and such other legal services or
representations as they may deem desirable.
(h) To hold funds and securities representing the amounts to be
distributed, to a Recipient or his Beneficiary as a consequence of a
dispute as to the disposition thereof, whether in a segregated account or
held in common with other assets of the Trust.
Notwithstanding anything herein contained to the contrary, the Trustees
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of court for the exercise of any power
herein contained, or give bond.
8.03. RECORDS AND ACCOUNTS. The Trustees shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.
8.04. EARNINGS. All earnings, gains and losses with respect to Trust
assets shall be allocated, in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Recipients or to the general account
of the Trust, depending on the nature and allocation of the assets generating
such earnings, gains and losses. In particular, any earnings on cash dividends
received with respect to shares of Common Stock shall be allocated to accounts
for Recipients, if such shares are the subject of outstanding Plan Share
Awards, or, otherwise to a reserve established by the Plan.
<PAGE> 9
8.05. EXPENSES. All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Company and its Subsidiaries.
8.06. INDEMNIFICATION. The Company and its Subsidiaries shall indemnify,
defend and hold the Trustees harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustees' powers
and the discharge of their duties hereunder, unless the same shall be due to
their gross negligence or willful misconduct.
ARTICLE IX
MISCELLANEOUS
9.01. AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution, at
any time, amend or terminate the Plan. The power to amend or terminate shall
include the power to direct the Trustees to return to the Company or the Bank
all or any part of the assets of the Trust, as well as shares of Common Stock
and other assets subject to Plan Share Awards but not yet earned by the
Employees to whom they are allocated.
9.02. NONTRANSFERABLE. Plan Share Awards and rights to Plan Shares shall
not be transferable by a Recipient and, during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the Recipient who was notified in
writing of the Award by the Committee pursuant to Section 6.03. No Recipient
or Beneficiary shall have any right in or claim to any assets of the Plan or
Trust, nor shall the Company or any Subsidiary be subject to any claim for
benefits hereunder.
9.03. EMPLOYMENT RIGHTS. Neither the Plan nor any grant of a Plan Share
Award or Plan Shares hereunder nor any action taken by the Trustees, the
Committee or the Board in connection with the Plan shall create any right on
the part of any Employee to continue in the employ of the Company, the Bank or
a Subsidiary.
9.04. GOVERNING LAW. The Plan and Trust shall be governed by the laws of
the State of Illinois.
9.05. TERM OF PLAN. This Plan shall remain in effect until the earlier
of: (1) termination by the Board of Directors; (2) the distribution to
Recipients, Beneficiaries, the Company or the Bank of all assets of the Trust;
or (3) 21 years from the Effective Date. Termination of the Plan shall not,
unless expressly specified, affect any Plan Share Awards previously granted,
and such Awards shall remain valid and in effect until they have been paid, or
by their terms expire or are forfeited.
<PAGE> 10
ARTICLE X
OUTSIDE DIRECTOR AWARDS
Each non-Employee Director on the Effective Date shall be granted a Plan
Share Award equal to 2,070 shares, subject to availability, to vest in five
equal annual installments beginning with the first anniversary of the Effective
Date.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers and the corporate seal to be affixed and duly
attested, all on this 4th day of October, 1995.
CSB FINANCIAL GROUP, INC.
By:/s/ K. Gary Reynolds
----------------------------------------
ATTEST:
/s/ Joanne Ticknor
- ------------------------------------------
Its Secretary
IN WITNESS WHEREOF, the following members of the Committee execute this
Agreement, in their individual capacities, as Trustees, accepting and binding
themselves to undertake and perform the obligations and duties of the Trustees
hereunder and consenting to the foregoing Plan and Trust Agreement.
By:/s/ W. N. Breeze
----------------------------------------
(Member)
By:/s/ W. Harold Monken
----------------------------------------
(Member)
By:/s/ John Byrne
----------------------------------------
(Member)
Christopher J. Zinski
(312) 258-5548
EXHIBIT 5
August 22, 1996
CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801
RE: CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 41,400
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8
--------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to CSB Financial Group, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offering and sale by the Company of 41,400 shares of Common Stock of the
Company, $0.01 par value per share (the "Shares"), as more fully described in
the Registration Statement, through the CSB Financial Group, Inc. Management
Development and Recognition Plan and Trust Agreement.
In this connection, we have examined such corporate records, certificates
and other documents and have made such other factual and legal investigations
as we have deemed necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized, and when issued for the consideration contemplated in the
Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
-----------------------------------
Christopher J. Zinski
LARSSON, WOODYARD & HENSON, LLP
CERTIFIED PUBLIC ACCOUNTANTS
702 E. COURT STREET, P.O. BOX 426, PARIS, ILLINOIS 61944
TEL: (217) 465-6494, FAX: (217) 465-6499
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 20, 1995
included in CSB Financial Group, Inc.'s Form 10-KSB for the year ended
September 30, 1995 and to all references to our Firm included in this
registration statement.
/s/ Larsson Woodyard & Henson LLP
LARRSON WOODYARD & HENSON LLP
Paris, Illinois
August 14, 1996
