SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CSB FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 37-1336338
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(State of incorporation or organization) I.R.S. Employer
Identification No.)
200 South Poplar Street, Centralia, IL 62801
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(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [ ] the following box. [X]
Securities Act registration statement file number to which this form
relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share,
including associated common stock purchase rights
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On January 26, 2000, CSB Financial Group, Inc. (the "Company")
entered into Amendment No. 1 (the "Amendment"), dated as of January
26, 2000, to the Rights Agreement, dated as of June 13, 1997, between
the Company and Registrar and Transfer Company, as rights agent (the
"Rights Agreement"). The Amendment exempts (1) the Agreement and Plan
of Merger, dated as of January 26, 2000 (the "Merger Agreement"), by
and among the Company, Midland States Bancorp, Inc., a Delaware
corporation ("Midland"), and CSB Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Midland ("MergerSub"),
providing for the affiliation of the Company with Midland through the
merger of MergerSub with and into the Company (the "Merger") and (2)
the Support Agreements by and between Midland and certain of the
Company's directors and executive officers in their capacities as
stockholders from the application of the Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached as an exhibit hereto and incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibit is filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Amendment No. 1, dated as of January 26, 2000, which
amends the Rights Agreement, dated as of June 13, 1997,
by and between CSB Financial Group, Inc. and Registrar
and Transfer Company.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: January 26, 2000
CSB FINANCIAL GROUP, INC.
By: /s/ K. Gary Reynolds
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Name: K. Gary Reynolds
Title: President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Amendment No. 1, dated as of January 26, 2000, which
amends the Rights Agreement, dated as of June 13, 1997,
by and between CSB Financial Group, Inc. and Registrar
and Transfer Company.