SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 2000
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CSB Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-26650 37-1336338
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(Commission File (IRS Employer
Number) Identification No.)
200 South Poplar Street
Centralia, Illinois 62801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (618) 532-1918
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Item 5. Other Events
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On January 26, 2000, the Registrant and Midland States
Bancorp, Inc. jointly announced that they had signed a definitive
Merger Agreement providing for Midland States Bancorp's acquisition of
the Registrant by means of the merger of a wholly owned subsidiary of
Midland States Bancorp with and into the Registrant. Upon the
effectiveness of the proposed merger, holders of shares of the
Registrant's common stock will have the right to receive cash in the
amount of $16 per share, subject to downward adjustment under certain
circumstances. The completion of the proposed acquisition is subject
to, among other things, the obtaining of requisite regulatory
approvals and the approval of stockholders of the Registrant, and is
expected to be completed during the second calendar quarter of 2000.
Additional information concerning the foregoing can be found in the
Registrant's press release, which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 99.1 January 26, 2000 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CSB FINANCIAL GROUP, INC.
By: K. Gary Reynolds
/s/ K. Gary Reynolds
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K. Gary Reynolds
President and Chief Executive Officer
Dated: January 26, 2000
EXHIBIT INDEX
Number Description
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99.1 January 26, 2000 Press Release
EXHIBIT 99.1
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MIDLAND STATES BANCORP, INC. AND CSB FINANCIAL GROUP, INC.
ANNOUNCE THE SIGNING OF A DEFINITIVE MERGER AGREEMENT
Effingham, Illinois and Centralia, Illinois (January 26, 2000)
Midland States Bancorp, Inc. and CSB Financial Group, Inc. (OTC: CSBF
- news) today jointly announced the signing of a definitive Merger
Agreement providing for the acquisition by Midland States Bancorp of
CSB Financial Group, the parent of Centralia Savings Bank, Centralia,
Illinois.
The definitive Merger Agreement, which was unanimously approved
by the board of directors of each company, provides for Midland
Bancorp's acquisition of CSB Financial Group by means of the merger of
a wholly owned subsidiary of Midland Bancorp into CSB Financial Group.
Upon the effectiveness of the proposed merger, holders of shares of
CSB Financial Group common stock will have the right to receive cash
in the amount of $16 per share, subject to downward adjustment under
certain circumstances. The completion of the proposed acquisition is
subject to, among other things, the obtaining of requisite regulatory
approvals and the approval of stockholders of CSB Financial Group, and
is expected to be completed during the second calendar quarter of
2000.
Midland States Bancorp operates a community-oriented bank with
offices in Effingham, Farina and Altamont, Illinois and has a pending
acquisition in Greenville, Illinois. CSB Financial Group operates a
community-oriented bank with offices in Centralia and Carlyle,
Illinois.
Contact:
Midland States Bancorp, Inc.
Randall J. Dempsey
(217) 342-2141
OR
CSB Financial Group, Inc.
K. Gary Reynolds
(618) 532-1918
