SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for use
X Definitive Proxy Statement of the Commission
Definitive Additional Materials Only (as permitted
Soliciting Material Pursuant to Rule 14a-11(c) by Rule 14a-6(e)(2))
or Rule 14a-12
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):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 10, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of CSB
Financial Group, Inc. to be held at the Carlyle office of Centralia Savings
Bank, 801 12th Street, Carlyle, Illinois, on Friday, January 9, 1998, 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 9, 1998
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the
"Meeting") of CSB Financial Group, Inc. (the "Corporation") will be held at the
Carlyle office of Centralia Savings Bank, 801 12th Street, Carlyle, Illinois, on
Friday, January 9, 1998, 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 1,
1997 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 10, 1997
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 9, 1998
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 the Carlyle office of
Centralia Savings Bank (the "Savings Bank"), 801 12th Street, Carlyle, Illinois,
on Friday, January 9, 1998, 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 10, 1997. The Corporation is the holding
company for 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 1, 1997
(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 839,725 shares of Common Stock issued and outstanding.
<PAGE>
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.
<TABLE>
Amount and Nature of Percent of Common
Name of Beneficial Owner Beneficial Ownership(1) Stock Outstanding
- -------------------------------------- ----------------------- -----------------
<S> <C> <C>
Tontine Financial Partners, L.P. 84,829(2) 10.1%
c/o Jeffrey L. Gendell
Tontine Management, L.L.C.
200 Park Avenue, Suite 3900
New York, New York 10166
First Financial Fund, Inc. 74,600(3) 8.9%
One Seaport Plaza - 25th Floor
New York, New York 10292
John Hancock Advisers, Inc. 90,000(4) 10.7%
101 Huntington Avenue
Boston, Massachusetts 02199
Wellington Management Company 74,600(5) 8.9%
75 State Street
Boston, Massachusetts 02109
Wesley N. Breeze 8,949(6) 1.1%(12)
A. John Byrne 19,449(7) 2.3%(12)
Michael Donnewald 37,499(8) 4.5%(12)
Larry M. Irvin 24,949(9) 3.0%(12)
W. Harold Monken 26,449(10) 3.1%(12)
K. Gary Reynolds 15,712(11) 1.9%(12)
All directors and executive 138,847 16.3%(13)
officers as a group (7 persons)
<PAGE>
- -------------------------
<FN>
(1) Unless otherwise indicated, the nature of beneficial ownership for shares
shown in this column is sole voting and investment power.
(2) Based on Schedule 13D dated October 24, 1997. All 84,829 shares are
beneficially owned with shared voting and shared investment power.
(3) Based on Schedule 13G dated February 7, 1996. All 74,600 shares are
beneficially owned with sole voting and shared investment power.
(4) 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.
(5) Based on Schedule 13G dated February 9, 1996. All 74,600 shares are
beneficially owned with no voting and shared investment power. (6) 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. Also includes options to purchase 1,035 shares of
Common Stock under the Corporation's 1995 Stock Option and Incentive Plan.
(7) 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. Also includes
options to purchase 1,035 shares of Common Stock under the Corporation's
1995 Stock Option and Incentive Plan.
(8) Includes options to purchase 1,035 shares of Common Stock under the
Corporation's 1995 Stock Option and Incentive Plan.
(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. Also includes options
to purchase 1,035 shares of Common Stock under the Corporation's 1995 Stock
Option and Incentive Plan.
(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.
Also includes options to purchase 1,035 shares of Common Stock under the
Corporation's 1995 Stock Option and Incentive Plan.
(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. Also includes options to purchase 5,175
shares of Common Stock under the Corporation's 1995 Stock Option and
Incentive Plan.
(12) Percentage is calculated on a partially diluted basis, assuming only the
exercise of stock options by such individual which are exercisable within
60 days.
(13) Percentage is calculated on a fully diluted basis, assuming the exercise of
all stock options which are exercisable within 60 days.
</FN>
</TABLE>
<PAGE>
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 Michael Donnewald and W. Harold Monken.
Directors Donnewald and Monken 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.
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.
<TABLE>
Year First Year
Became Term
Name Age(1) Principal Occupation Director(2) Expires
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIRECTOR NOMINEES
Michael Donnewald 44 President of Donnewald Distributing Co., 1990 1998
Centralia, Illinois
W. Harold Monken 58 President and part-owner of an auto 1983 1998
dealership in Centralia, Illinois
DIRECTORS CONTINUING IN OFFICE
A. John Byrne
66 Retired since 1996. Prior to that time he 1988 1999
was an accountant with accounting firm of
Glass & Shuffet, Ltd., Centralia, Illinois
K. Gary Reynolds 46 President and Chief Executive Officer of 1994 1999
the Corporation and Savings Bank since
1994. Prior to that time, he was an
examiner with the Office of the Comptroller
of the Currency
Wesley N. Breeze 55 Chairman of the Board of the Savings Bank 1986 2000
and owner and operator of Byrd Watson Drug
Store, Centralia, Illinois
Larry M. Irvin 56 Owner and operator of Irvin Funeral Homes, 1983 2000
Ltd., Centralia, Illinois
- -------------------------
<FN>
(1) At December 1, 1997.
(2) Includes prior service on the Board of Directors of the Savings Bank.
</FN>
</TABLE>
<PAGE>
The Board of Directors recommends a vote "FOR" the election of Directors
Donnewald and Monken 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, 1997, the Board of
Directors of the Corporation held nine meetings, and the Board of Directors of
the Savings Bank held 13 meetings. 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 (the
"Stock Option Plan") and its Management Development and Recognition Plan (the
"Management Recognition Plan") are addressed by the Corporation's Option Plan
Committee and Management Recognition Plan Committee, respectively.
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 two times during the fiscal year ended
September 30, 1997.
EXECUTIVE COMPENSATION
Summary Compensation Information. The following tables set forth compensation
information for the fiscal years ended September 30, 1997, 1996 and 1995 with
respect to the Corporation's and the Savings Bank's Chief Executive Officer. The
amounts reflected in the tables 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, 1997. The person named in the tables is sometimes
referred to herein as the "named executive officer."
<PAGE>
<TABLE>
Annual Compensation Long-Term Compensation
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation Award Options (#) Compensation
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
K. Gary Reynolds 1997 $70,640 $ 900 $ -- $48,438(1) 25,875 27,342(2)
Executive Officer 1996 $70,640 2,500 -- -- -- 18,914(3)
1995 $67,275 -- -- -- -- --
- -------------------------
<FN>
(1) Consists of an award on October 10, 1996 of 5,175 shares of restricted
stock at $9.36 per share (the market value per share at such date) under
the Corporation's Management Recognition Plan. Such shares vest over a five
year period from the date of grant with 20% vesting on each anniversary
date of the initial grant date. At September 30, 1997, the aggregate value
of such award of restricted stock was $64,040.
(2) Consists of an ESOP allocation of 2,018 shares at $10.13 per share or
approximately $20,442 at the date of allocation and $6,900 in directors'
fees.
(3) Consists of 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.
</FN>
</TABLE>
The following table sets forth information with respect to option grants during
the fiscal year ended September 30, 1997 under the Corporation's Stock Option
Plan.
<TABLE>
Number of Securities Percent of Total Options
Underlying Options Granted to Employees Exercise Price
Name Granted (#) in Fiscal Year Per Share Expiration Date
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
K. Gary Reynolds 25,875 100% $9.36 October 10, 2006
President and Chief
Executive Officer
</TABLE>
The following table sets forth information with respect to the fiscal year end
values of unexercised options under the Corporation's Stock Option Plan.
<TABLE>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End (1)
------------------------------ ---------------------------
Shares Acquired Value
Name on Exercise (#) Received Exercisable Unexercisable Exercisable Unexercisable
----- ---------------- --------- ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
K. Gary Reynolds -- $-- -- 25,875 $-- $78,143
President and Chief
Executive Officer
- -------------------------
<FN>
(1) This amount represents the difference between the market value of one
share of the Corporation's Common Stock on September 30, 1997 ($12.38)
and the option exercise price times the total number of shares subject
to exercisable or unexercisable options.
</FN>
</TABLE>
<PAGE>
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.
DIRECTORS' COMPENSATION
All directors of the Savings Bank (both non-officer and officer)
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, 1997, approximately $441,250
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 1998
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.
<PAGE>
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 1, 1997. 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.
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, 1997.
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, 1998. 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, 1997 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
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF CSB FINANCIAL GROUP, INC.
The undersigned hereby appoint(s) A. John Byrne and Wesley N. Breeze,
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 the Carlyle office of
Centralia Savings Bank, 801 12th Street, Carlyle, Illinois, on January 9, 1998,
or at any adjournments or postponements thereof. Said proxies are directed to
vote as instructed on the matters set forth on this card and otherwise at their
discretion. Receipt of a copy of the notice of said meeting and proxy statement
are hereby acknowledged.
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 BELOW.
(Please sign, date and mail in the enclosed return envelope.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES PLEASE MARK YOUR
VOTE IN THE BOX IN THE FOLLOWING MANNER USING DARK INK ONLY
<TABLE>
For all
Election of Directors Except the
Withhold Nominee(s)
Nominees: For Authority Written Below
<S> <C> <C>
Michael Donnewald; W. Harold Monken
Dated:_____________________, 199__ -----------------------------------------------
Signature of Stockholder
-----------------------------------------------
Signature of Stockholder (if held jointly)
</TABLE>
IMPORTANT: Please sign exactly as your name or names appear on the left. If
stock is held jointly, all joint owners [affix label here] must sign. Executers,
administrators, trustees, guardians, custodians, corporate officers and others
signing in a representative capacity should put their full title.
Please check the following box if you plan to attend the Meeting.
