SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CSB FINANCIAL GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
BARRETT ROCHMAN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[ ] Fee paid previously with preliminary materials.
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paid previously. Identify the previous filing by registration statement
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<PAGE>
BARRETT ROCHMAN
1345 East Park Street
Carbondale, Illinois 62901
November _____, 1999
Dear Fellow Stockholder:
Enclosed are my proxy statement and proxy card relating to the 2000
Annual Meeting of Stockholders of CSB Financial Group, Inc. ("CSB") or, if
directors are not elected at the Annual Meeting, the next meeting of
stockholders at which directors are elected. I decided to solicit your vote in
favor of electing Bob Buffington and me to the Board of Directors of CSB because
I am disappointed with the financial performance and stock price of CSB. I do
have past experience with the Board of Directors of a bank holding company,
having served on the Board of Directors of Heartland Bancshares until the time
of its sale to Banterra Corp. in 1998. I also am soliciting proxies in favor of
my stockholder proposal recommending that the Board of Directors hire an advisor
or other consultant which specializes in financial institutions to make
recommendations as to specific actions designed to improve CSB's earnings and
enhance stockholder value.
As my proxy statement indicates, I am soliciting proxies to elect two
out of six directors of CSB. I have requested that the Board increase the number
of directors from six to eight (which is permitted under the Certificate of
Incorporation of CSB) so that Bob Buffington and I can be included as two of
management's nominees and then avoid a proxy contest.
If I am elected, I will immediately suggest that the Board of Directors
hire a consultant or other advisor which specializes in financial institutions
to make recommendations to the Board regarding specific measures designed to
improve earnings at CSB. These measures, if implemented, hopefully would result
in enhanced stockholder value through an increase in CSB's stock price. Although
I have no plans to recommend pursuing an immediate sale of CSB, I remain open to
such considerations as part of a long-term strategy for enhancing stockholder
value.
One suggestion that I will immediately make, if elected, is for the
Board of Directors examine whether CSB should consider amending its Management
Recognition Plan under which directors and certain officers receive stock of
CSB. I do not think that directors or officers should receive any stock awards
or vesting of prior stock awards until CSB's financial performance improves. It
seems to me that instead of rewarding excellence, the plan rewards mediocrity
and should be renamed the Mediocre Rewards Plan.
I have one more item to tell you. Shortly before I went on the Board of
Directors of Heartland Bancshares, the stock of Heartland was trading at around
$11 to $11-7/8 per share. Within about a month after I joined the Board, the
stock was trading above $14 a share. Now, I'm not suggesting that my going on
the Board of Heartland was the sole reason for the stock price increasing, but
I'd like to think that my appointment to the Board did have a positive effect on
the stock price. Also, shortly after I joined the Board, Heartland announced its
intention to sell to
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November _____, 1999
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Banterra Corp. That sale closed in mid-1998 at sale price of $15.75 a share.
While I am not implying here that similar increases in CSB's stock price or a
sale of CSB will occur if I am elected to the Board, I did want you to know what
happened at another holding company whose Board I recently served on.
After you have read my proxy statement, please sign the enclosed blue
proxy card and return it to me as soon as possible in the enclosed
self-addressed, postage pre-paid envelope. If you hold your shares through a
broker or bank, please call the person responsible for your account as soon as
possible and ask him or her to vote the blue proxy card and not to vote the
proxy card you receive from CSB.
You also should receive a separate proxy statement and proxy card from
the Board of Directors of CSB similar to the way you received such materials in
the past. I encourage you to sign and return only the enclosed blue proxy card
and not the proxy card you receive from CSB. If you do sign, date and return a
blue proxy card to me and if you then later sign and return a proxy card to CSB,
only the latter proxy will be counted. Thank you in advance for your support.
If you have any questions or need further assistance, please do not
hesitate to contact me at (800) 529-3513.
Sincerely,
Barrett Rochman
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PROXY STATEMENT
OF
BARRETT ROCHMAN
1345 EAST PARK STREET
CARBONDALE, ILLINOIS 62901
Solicitation of Proxies in Opposition
to Proxies to be Solicited by the Board of Directors
of CSB Financial Group, Inc.
INTRODUCTION
My name is Barrett Rochman, and I am a significant stockholder of CSB
Financial Group, Inc. ("CSB"). I own 22,650 shares, which is in excess of 3% of
the outstanding shares of stock of CSB. I am sending this Proxy Statement and
the enclosed BLUE PROXY card to the holders of common stock of CSB in connection
with my solicitation of proxies to be voted at the next Annual Meeting of
Stockholders of CSB or, if directors are not elected at the next Annual Meeting,
then at the next meeting of stockholders at which directors are elected, and at
any and all adjournments of that meeting (collectively, the "Stockholders
Meeting"). According to the By-Laws of CSB, the Stockholders Meeting should be
held on January 14, 2000, at 10:00 a.m. at the main office of CSB, located in
Centralia, Illinois. I am soliciting proxies for use at the Stockholders Meeting
(i) to vote in favor of the election of Robert Buffington and me to the Board of
Directors of CSB, (ii) to vote in favor of my stockholder proposal outlined in
this proxy statement, (iii) to vote in favor of the independent auditors of CSB
recommended by management (if presented for a vote) and (iv) to vote in my
discretion on such other matters that may properly be presented at the
Stockholders Meeting.
I am sending this Proxy Statement to you directly or through CSB's
transfer agent on or about November _____, 1999.
You should receive two different proxy statements, each with its own
accompanying form of proxy, in connection with the Stockholders Meeting this
year. You are receiving this Proxy Statement and the enclosed BLUE PROXY card
from me. You also should receive a separate proxy statement and proxy card from
the Board of Directors of CSB (which probably will be white), similar to the way
you received these materials in prior years. These two proxy statements will be
very different because both the Board of Directors of CSB and I will be
attempting to obtain authority from you to vote your shares at the meeting in
accordance with our respective recommendations. Even if you plan to attend the
Stockholders Meeting, I encourage you to sign and return only the enclosed BLUE
PROXY card and not the proxy card which you receive from CSB.
Only one proxy will be counted and used at the Stockholders Meeting. If
you sign, date and mail a BLUE PROXY card to me and if you then sign and return
a proxy card to CSB, the blue proxy card will not be counted when the votes are
tabulated. I strongly urge you not to return any proxy card sent to you by the
Board of Directors of CSB.
REASONS WHY I AM SOLICITING PROXIES
I decided to seek a position on the Board of Directors in an effort to
encourage the Board to take the following actions:
o to improve the financial performance of CSB; and
o to enhance stockholder value at CSB.
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I have experience in serving as a director of a public company, as I
have been on the Board of Directors of a bank holding company located in
southern Illinois. I was a director of Heartland Bancshares in Herrin, Illinois
up until the time that it sold to Banterra Corp. in 1998.
As one of the significant stockholders of CSB, I am very interested in
the success of our company and in doing what is best for all stockholders. I
believe that the current directors are not operating CSB in a manner that is
improving CSB's financial performance or enhancing the value of CSB's common
stock. My belief is supported by the facts: consider for yourself CSB's low
return on stockholders' equity, moderate return on total assets and declining
stock price. The Board of Directors must be held accountable for CSB's weak
performance.
CSB'S WEAK PERFORMANCE - LOOK AT THE FACTS
Many observers believe that the true test of a company's performance is
how it compares to industry averages. According to its 1998 annual report, CSB
had a return on average stockholders equity of 3.24% for its fiscal year ended
September 30, 1998. Look back to its fiscal year ended September 30, 1997, and
CSB had a 2.05% return on average equity. Based on statistics provided in the
Federal Deposit Insurance Corporation (the "FDIC") quarterly banking profile,
the average return on equity for FDIC-insured savings banks nationwide was
11.35% in 1998 and 10.84% in 1997. For FDIC-insured savings banks located in
Illinois with less than $100 million in assets, the average return on equity was
4.66% for the period ended June 30, 1998 and 6.53% for the period ended June 30,
1997. So, you can easily see that CSB's return on average stockholders equity
for the past two years has been less than one-third of the national averages and
much less than the Illinois averages, as reported by the FDIC.
According to its 1998 annual report, CSB had a return on average assets
of 0.73% for its fiscal year ended September 30, 1998 and 0.51% for its fiscal
year ended September 30, 1997. Again, based on statistics provided in the FDIC
quarterly banking profile, the average return on assets for FDIC-insured savings
banks nationwide was 1.01% in 1998 and 0.93% in 1997. For FDIC-insured savings
banks located in Illinois with less than $100 million in assets, the average
return on assets was 0.57% in 1998 and 0.76% in 1997. So, you can see that CSB's
return on assets for the past two years has been below the national averages and
above the Illinois average one year and below the Illinois average the other
year.
I have summarized these facts in the table below.
Entire Savings Bank Illinois Savings Banks
CSB Industry <$100 Million in Assets
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1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
Return on Assets 0.73% 0.51% 1.01% 0.93% 0.57% 0.76%
Return on Equity 3.24% 2.05% 11.35% 10.84% 4.66% 6.53%
Plus, we stockholders have never received a dividend on our CSB stock.
If I am elected, I will immediately recommend that the Board of
Directors hire a consultant or other advisor which specializes in financial
institutions to make recommendations to the Board regarding specific measures
designed to improve earnings at CSB. I plan to evaluate and recommend specific
alternatives for enhancing stockholder value after I have been elected to the
Board of Directors of CSB and have had an
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opportunity to review the operations of CSB as well as the recommendations of
the consultant. These measures, if implemented, and alternatives hopefully would
result in enhanced stockholder value through an increase in CSB's stock price.
Additionally, although I have no plans to recommend or pursue an immediate sale
of CSB, I am open to considering a sale of CSB as part of a long-term strategy
for enhancing stockholder value.
I believe that I can serve the best interests of the stockholders of
CSB, but I need your support to elect Bob Buffington and me to the Board of
Directors.
ELECTION OF DIRECTORS
The By-Laws of CSB that are on file with the Securities and Exchange
Commission provide that the Board of Directors of CSB will consist of not less
than five nor more than nine directors divided into three classes as nearly
equal in number as possible. The directors of each class are elected to serve
for a term of three years and until their successors have been elected or
qualified. One class is to be elected annually by the stockholders of CSB. A
class of two directors should be elected at the Stockholders Meeting for a term
expiring at the Annual Meeting in the year 2003. I am soliciting proxies to
elect Bob Buffington and me to fill this class.
The Certificate of Incorporation of CSB does not permit cumulative
voting by stockholders. The nominees who receive the highest number of votes
will be elected as directors. I intend to vote only for Bob Buffington and
myself for election as directors whose term will expire in 2003.
Only your latest dated proxy will be counted at the Stockholders
Meeting. If you choose to vote by proxy for Bob Buffington and me as directors
by using the enclosed BLUE PROXY, you may not also use the proxy card provided
by CSB to vote for any of the directors that may be nominated by the Board of
Directors of CSB. In addition, you CANNOT use the proxy card provided by the
Board of Directors of CSB to vote for Bob Buffington or me.
I have agreed to serve as a director of CSB if elected. Bob Buffington
has informed me that he has agreed to serve as a director of CSB if elected.
This is the only agreement or understanding between Bob Buffington and me. Bob
Buffington and I have no agreements or understandings as to how we will vote or
what actions we will propose if elected as directors. Bob Buffington and I, if
elected, will each act in a manner that we believe will be in the best interests
of CSB's stockholders. Bob Buffington and I also believe that immediate action
must be taken to improve CSB's financial performance and the value of its stock.
Unless you instruct me otherwise, I will vote the BLUE PROXIES received
by me FOR the election of Bob Buffington and me as directors of CSB.
APPROVAL OF MY PROPOSAL
I also intend to submit to management the proposal set forth below for
consideration by the stockholders of CSB at the upcoming Stockholders Meeting.
Additionally, I intend to submit to management of CSB the following statement in
support of my proposal. Absent instructions to the contrary, the BLUE PROXIES
received by me will be voted FOR the stockholder proposal.
At the Stockholders Meeting, I intend to propose that the stockholders
of CSB adopt the following resolution:
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<PAGE>
My Stockholder Proposal
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RESOLVED, that the stockholders of CSB Financial Group, Inc.,
present in person or by proxy, recommend that the Board of Directors
(a) engage the services of a consultant or other advisor which has
experience in advising financial institutions to make recommendations
to the Board of Directors as to specific actions designed to improve
earnings of CSB Financial Group, Inc. and enhance stockholder value,
and (b) prepare a report regarding the investment banking firm's or
consultant's recommendations, at reasonable expense, for distribution
to stockholders within six months of the 2000 Annual Meeting of
Stockholders.
My Statement in Support of My Proposal
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Many observers believe that the true test of a company's performance is
how it compares to industry averages. According to its 1998 annual report, CSB
had a return on average stockholders equity of 3.24% for its fiscal year ended
September 30, 1998. Look back to its fiscal year ended September 30, 1997, and
CSB had a 2.05% return on average equity. Based on statistics provided in the
Federal Deposit Insurance Corporation (the "FDIC") quarterly banking profile,
the average return on equity for FDIC-insured savings banks nationwide was
11.35% in 1998 and 10.84% in 1997. For FDIC-insured savings banks located in
Illinois with less than $100 million in assets, the average return on equity was
4.66% for the period ended June 30, 1998 and 6.53% for the period ended June 30,
1997. So, you can easily see that CSB's return on average stockholders equity
for the past two years has been less than one-third of the national averages and
much less than the Illinois averages, as reported by the FDIC.
According to its 1998 annual report, CSB had a return on average assets
of 0.73% for its fiscal year ended September 30, 1998 and 0.51% for its fiscal
year ended September 30, 1997. Again, based on statistics provided in the FDIC
quarterly banking profile, the average return on assets for FDIC-insured savings
banks nationwide was 1.01% in 1998 and 0.93% in 1997. For FDIC-insured savings
banks located in Illinois with less than $100 million in assets, the average
return on assets was 0.57% in 1998 and 0.76% in 1997. So, you can see that CSB's
return on assets for the past two years has been below the national averages and
above the Illinois average one year and below the Illinois average the other
year.
I believe that the Board of Directors should hire a consultant or other
advisor which specializes in financial institutions to assist the Board in
taking action designed to improve earnings and enhance stockholder value at CSB.
Accordingly, I urge you to vote in favor of my proposed resolution. Please note,
however, that if my resolution is approved by stockholders, it would recommend
that the Board of Directors take certain action but not mandate any action.
Absent instructions to the contrary, the BLUE PROXIES received by me
will be voted FOR my proposed resolution. The affirmative vote of a majority of
the shares represented at the 2000 Annual Meeting is required to approve my
proposed resolution.
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<PAGE>
INFORMATION ABOUT BARRETT ROCHMAN
AND ROBERT BUFFINGTON
The following table shows the number and percentage of the outstanding
shares of common stock of CSB owned by my nominees for election as directors:
Name Number Percentage(1)
---- ------ -------------
Barrett Rochman 22,650 3.1%
Robert Buffington 1,000 0.1%
(1) Based upon 732,299 outstanding shares of common stock of CSB, as
disclosed in CSB's Form 10-QSB for the quarter ended June 30, 1999.
o Barrett Rochman
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My principal occupation is the real estate investment business, and I
am Managing Partner of S.I. Securities. My real estate investment business
represents parties throughout the State of Illinois who own real estate valued
at over $400 million. I have over 30 years of experience as a real estate
investor. A portion of my real estate investment activities includes purchasing
tax certificates in Illinois. I am 56 years old and both my office and home are
located in Carbondale, Illinois, where I have lived for the past 35 years. My
business address is P.O. Box 3074, Carbondale, Illinois 62902.
I am required to disclose that the Securities and Exchange Commission
(the "Commission") instituted proceedings against me alleging that I violated
Section 13(d) of the Securities Exchange Act of 1934 and certain rules
thereunder (collectively the "Laws"). These proceedings were settled on February
17, 1999 without me having to admit or deny any of the alleged violations. As
part of the settlement, the Commission found that I violated the Laws, even
though I did not admit or deny any alleged violations of the Laws, and the
Commission ordered me to cease and desist from committing or causing any
violation or any future violation of the Laws. The proceedings of the Commission
related to certain reports that I was required to file with the Commission
because I owned more than 5% of the outstanding shares of common stock of
Heartland Bancshares, Inc. The Commission claimed that I did not timely file a
Schedule 13D, that I filed a deficient Schedule 13D and that I failed to
promptly amend a Schedule 13D.
Most of you probably do not know what a Schedule 13D is - neither did
I. I simply assumed that I could buy or sell stock of Heartland Bancshares
without having to file reports with the Commission. I learned, however, that
once I owned more than 5% of Heartland's outstanding stock, I was required to
file a Schedule 13D with the Commission and amend my Schedule 13D upon the
occurrence of certain events since Heartland was a public company. This finding
by the Commission will have no impact on my ability to serve as a director of
CSB.
o Bob Buffington
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Bob Buffington's principal occupation is health care for
developmentally disabled adults. He is the Director of Living In A Family
Environment Management Corporation. He has served for twelve years on the Board
of Education for Giant City School District #130 located in Carbondale,
Illinois, including eight
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years in the capacity of President of the Board. Mr. Buffington is 50 years old
and both his work office and home are located in Makanda, Illinois. He has
lived in Mankanda for the past 29 years. Mr. Buffington's business address is
3136 Myers Lane, Makanda, Illinois.
-----------------------------------
Neither Bob Buffington nor I nor any of our associates (i) are, or
within the past year have been, a party to any contract, arrangement or
understanding with any person with respect to any securities of CSB, (ii) have,
or during the past two years had, a direct or indirect interest in any
transaction or series of similar transactions or in any currently proposed
transaction or series of proposed transactions to which CSB, or any of its
subsidiaries, was or is to be a party, (iii) have any arrangement or
understanding with any person or among ourselves with respect to any future
transactions to which CSB or any of its affiliates will or may be a party, or
(iv) have any arrangement or understanding with any person or among ourselves
with respect to future employment by CSB or its affiliates. Neither Bob
Buffington nor I nor any companies that we control have had loans outstanding to
CSB since the beginning of its last fiscal year.
Neither Bob Buffington nor I have any arrangement or understanding with
any other person or among ourselves according to which any of us will be
nominated as a director of CSB. Neither Bob Buffington nor I nor any of our
associates have any interest in the matters to be voted upon at the next
Stockholders Meeting other than an interest, if any, as stockholders of CSB.
I estimate that my total expenditures relating to my solicitation of
proxies will be approximately $50,000 (including, but not limited to, costs
related to attorneys, printing, transportation and other costs incidental to the
solicitation). Total cash expenditures to date relating to this solicitation
have been approximately $5,000. If elected as a director, I intend to seek
reimbursement of these expenses from CSB. I do not know if the Board of
Directors will submit my reimbursement request to a vote of stockholders of CSB.
During the past two years, my only transactions in shares of CSB common
stock are as follows:
January 13, 1999 600 shares purchased
March 10, 1999 900 shares purchased
May 18, 1999 4100 shares purchased
May 21, 1999 1500 shares purchased
May 28, 1999 3000 shares purchased
June 1, 1999 6650 shares purchased
June 6, 1999 2500 shares purchased
August 2, 1999 2400 shares purchased
August 2, 1999 1000 shares purchased
Bob Buffington's only transaction in shares of CSB common stock during
the past two years was a purchase of 1,000 shares on June 30, 1999.
CERTAIN INFORMATION ABOUT CSB
Based upon CSB's quarterly report on Form 10-QSB for the quarter ended
June 30, 1999 filed with the Securities and Exchange Commission, there were
732,299 shares of common stock, $.01 par value per share, of CSB outstanding as
of the close of business on August 2, 1999. Under CSB's Certificate of
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Incorporation, each share of common stock is entitled to one vote on each matter
to be considered at the Stockholders Meeting. The address of CSB's principal
office is 200 South Poplar Street, Centralia, Illinois 62801.
DATE, TIME AND PLACE OF STOCKHOLDERS MEETING
According to the Certificate of Incorporation of CSB currently on file
with the Commission, the Stockholders Meeting will be held at the main office of
CSB on Friday, January 14, 2000 at 10:00 a.m., Central Time. I do not yet know
the record date for stockholders entitled to notice of and to vote at the
Stockholders Meeting and any adjournment thereof.
OTHER MATTERS
I will vote your shares of CSB common stock represented by properly
executed BLUE PROXIES in the manner which you direct. If no specific direction
is given, I will vote pursuant to BLUE PROXIES FOR the election of Bob
Buffington and me to the Board of Directors of CSB, FOR my stockholder proposal
set forth above and, if presented for a vote, FOR the ratification of the
appointment of the independent auditors of CSB recommended by management (if
presented for a vote). However, I am assuming that the only matters to be
presented at the Stockholders Meeting will be the election of two directors of
CSB and my stockholder proposal. If other matters are properly presented at the
Stockholders Meeting, the BLUE PROXIES will grant me authority to vote such
proxies in my discretion on such matters. Although I do not expect any such
matters to be presented, if they are presented, I intend to vote in accordance
with my best judgment on such matters.
Proxies marked as abstentions, broker non-votes or as withholding
authority to vote for Bob Buffington or me as a director or for my stockholder
proposal will be treated as shares present for purposes of determining whether a
quorum for the Stockholders Meeting is present, but will result in Bob
Buffington or me and my stockholder proposal receiving fewer votes.
Please refer to CSB's proxy statement relating to the Stockholders
Meeting that may be sent to all stockholders with respect to information
concerning (i) beneficial ownership by management of CSB's securities, (ii)
beneficial owners of 5% or more of CSB's securities, (iii) committees of CSB's
Board of Directors, (iv) meetings of CSB's Board of Directors and all committees
thereof, (v) certain information regarding the existing directors as well as
management's nominees to serve as directors of CSB, (vi) compensation and
remuneration paid and payable to CSB's directors and management, (vii) the date
by which stockholders must submit proposals to CSB for inclusion in CSB's next
annual meeting proxy statement, and (viii) other matters required by law to be
disclosed. I have no independent knowledge as to the accuracy or completeness of
the proxy statement that CSB's Board of Directors may send to you in connection
with the Stockholders Meeting.
The expense of preparing and mailing this proxy statement and my other
soliciting material, as well as my cost of soliciting proxies, will be borne by
me but, if elected, I will seek reimbursement of such costs and expenses from
CSB. In addition to the use of the mails, proxies may be solicited by me, or by
employees or agents of S.I. Securities who will not be specially compensated for
such soliciting, through the use of telephone, fax, telegram, mail and personal
solicitation. Approximately 2 employees of S.I. Securities will be involved in
soliciting proxies for me. I also will request brokerage firms, banks, nominees,
custodians and fiduciaries to forward solicitation material to the beneficial
owners of common stock of CSB
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held by such institutions or persons, and I will reimburse such institutions and
persons for their reasonable costs of forwarding such material.
Once the Board of Directors has established the agenda for the
Stockholders Meeting and the record date for stockholders of CSB who are
eligible to attend and vote at the meeting, I may send additional information to
you regarding the meeting. If you are not a stockholder of CSB as of the record
date for the Stockholders Meeting, or if you buy or sell shares of CSB common
stock between the date of this proxy statement and the record date for the
Stockholders Meeting, then you may have to complete and sign a new BLUE PROXY.
IMPORTANT -- Please sign and date the enclosed BLUE PROXY and mail it
as soon as possible in the self-addressed, postage-prepaid envelope provided.
When you receive a proxy card from CSB relating to the Stockholders Meeting,
please do not sign or return it to CSB. If you do so, it may revoke any proxy
that you return to me. If you want to revoke the proxy you have given to me, you
may do so by signing and returning a new proxy (dated subsequent to any previous
proxy), by attending the Stockholders Meeting and voting in person or by sending
a written letter of revocation of your proxy at the address shown on page 1 of
this proxy statement.
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<PAGE>
IMPORTANT
Your vote is important. No matter how many or how few shares you own,
please vote for the election of Bob Buffington and me as Directors of CSB and
for my stockholder proposal by signing, dating and mailing the enclosed BLUE
PROXY as soon as possible.
Please sign and mail only the enclosed BLUE PROXY if you wish to vote
in accordance with my recommendations. Do not sign any proxy card that you may
receive from the Board of Directors of CSB.
You must sign your BLUE PROXY exactly as your name appears on your
stock certificate of CSB. If you own your stock jointly, both owners should sign
the BLUE PROXY.
STREET NAME STOCKHOLDERS: If your shares of common stock are held in
the name of your broker, bank or other nominee, you must to contact your broker,
bank or nominee and give them instructions as to the voting of your stock. Your
broker or bank cannot vote your shares without receiving your instructions.
Please contact the person responsible for your account and instruct them to
execute a BLUE PROXY as soon as possible. You should also return your proxy card
to your broker or bank as soon as you receive it.
The proxies that I am soliciting will be valid only at the Stockholders
Meeting. The proxies will not be used for any other meeting and may be revoked
at any time before they are exercised.
If you have any questions or need further assistance, please do not
hesitate to contact me at (800) 529-3513.
The date of this Proxy Statement is November , 1999.
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<PAGE>
PROXY PROXY
PROXY SOLICITED ON BEHALF OF BARRETT ROCHMAN
SOLICITATION OF PROXIES FOR USE AT THE
2000 ANNUAL MEETING OF STOCKHOLDERS
OF
CSB FINANCIAL GROUP, INC.
The undersigned hereby appoints Barrett Rochman as proxy, with full
power to appoint his substitute, to represent and to vote, as indicated below,
all shares of common stock of CSB Financial Group, Inc. ("CSB") which the
undersigned is entitled to vote at the 2000 Annual Meeting of Stockholders of
CSB or, if directors are not elected at that meeting, at the next meeting of
stockholders at which directors are elected, and at any and all adjournments
thereof (collectively, the "Stockholders Meeting") upon the following matters:
1. Election of Barrett Rochman and Robert Buffington as Directors
(vote for one or both nominees).
|_| FOR the election of Barrett Rochman as a director of CSB.
|_| FOR the election of Robert Buffington as a director of
CSB.
|_| WITHHOLD AUTHORITY to vote for Barrett Rochman as a
director of CSB.
|_| WITHHOLD AUTHORITY to vote for Robert Buffington as a
director of CSB.
2. Stockholder Proposal of Mr. Rochman.
Approval of Mr. Rochman's proposal with regard to hiring a consultant
or other advisor to make recommendations to the Board of Directors regarding
actions to be taken to improve earnings of CSB and enhance stockholder value,
and to provide stockholders with a report of their recommendations.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Ratification of the Appointment of the Independent Auditors of
CSB recommended by Management (if presented for a vote)
|_| FOR |_| AGAINST |_| ABSTAIN
4. Other Matters.
In Mr. Rochman's discretion, to vote on such other matters as may
properly be presented at the Stockholders Meeting.
<PAGE>
This Proxy will be voted as directed, but if no direction is indicated,
this Proxy will be voted FOR the election of Barrett Rochman and Robert
Buffington as directors of CSB, FOR the proposal of Mr. Rochman with regard to
hiring a consultant or other advisor which specializes in financial institutions
to make recommendations to the Board of Directors regarding actions to be taken
to improve earnings of CSB and enhance stockholder value, and to provide
stockholders with a report of their recommendations, and FOR the ratification of
the independent auditors of CSB recommended by Management (if presented for a
vote). With respect to any other matters that may properly be presented at the
Stockholders Meeting, Mr. Rochman intends to vote in accordance with his best
judgment on such matters.
THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES RELATING TO THE
STOCKHOLDERS MEETING PREVIOUSLY GIVEN BY THE UNDERSIGNED WITH RESPECT TO ALL
SHARES OF COMMON STOCK OF CSB OWNED BY THE UNDERSIGNED.
Please sign exactly as your name appears on the stock records of CSB.
If there are two or more owners, both should sign this Proxy. When signing as
attorney, executor, administrator, trustee, guardian or other representative
capacity, please give full title as such. If owner is a corporation, please
indicate full corporate name and sign by an authorized officer. If owner is a
partnership, please indicate full partnership name and sign by an authorized
person.
Dated:
------------------- ----------------------------
(Signature)
----------------------------
(Signature, if held jointly)
----------------------------
(Title, if appropriate)
