SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-A
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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.
(Exact Name of Registrant as Specified in its Charter)
Delaware 37-1336338
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
200 South Poplar Street, Centralia, Illinois 62801
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the
Act:
None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. /__/
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2) please
check the following box. /__/
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock Purchase Rights
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On June 12, 1997, the Board of Directors of CSB Financial Group,
Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $0.01 par value (the "Common
Stock"), of the Company to the stockholders of record on June 23, 1997
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of
$36.00 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Registrar
and Transfer Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth business day after a
public announcement that a person or group of affiliated or associated
persons acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock
of the Company (such person or group being called an "Acquiring
Person" and such date of first public announcement being called the
"Stock Acquisition Date"), or (ii) the tenth business day after the
commencement or announcement of an intention to make a tender offer or
exchange offer which would result in any person or group of affiliated
or associated persons becoming an Acquiring Person (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate with a summary of the terms of the Rights (the "Summary of
Rights") attached thereto. The Rights Agreement provides that, until
the Distribution Date, the Rights will be transferred with and only
with the Company's Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new
issuance of the Company's Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any of the Company's Common Stock
certificates outstanding as of the Record Date will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution
Date and, thereafter, such separate Rights Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 23, 2007, unless earlier redeemed by the
Company as described below.
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The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Common Stock, (ii) upon the grant to
holders of Common Stock of certain rights, options or warrants to
subscribe for shares of Common Stock or convertible securities at less
than the current market price of the Common Stock or (iii) upon the
distribution to holders of Common Stock of evidences of indebtedness
or assets (excluding (a) a regular periodic cash dividend or (b) a
dividend payable in Common Stock) or of subscription rights, options
or warrants (other than those referred to above).
In the event that a person becomes the beneficial owner of 15%
or more of the outstanding shares of Common Stock (i.e., becomes an
Acquiring Person), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will be void), will
have the right to receive upon exercise thereof, that number of shares
of Common Stock having a market value of two times the exercise price
of the Right (such right being called the "Flip-In" right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or
50% or more of its assets or earning power were sold, proper provision
shall be made so that each holder of a Right shall thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Right. In the
event that the Company were the surviving corporation in a merger
involving the Acquiring Person and the Common Stock were not changed
or exchanged, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person
(which will be void), will thereafter have the right to receive upon
exercise that number of shares of the Common Stock having a market
value of two times the exercise price of the Right (such right being
called the "Flip-Over" right). The holder of a right will no longer
have a Flip-Over right if, and to the extent that, he has exercised
his Flip-In right.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional shares will be issued
and, in lieu thereof, a cash payment will be made based on the market
price of the Common Stock on the last trading date prior to the date
of exercise.
At any time prior to the time that there is an Acquiring Person,
the Company may, at its option, redeem the Rights in whole but not in
part, at a price of $0.01 per Right (the "Redemption Price").
Immediately upon the authorization of the redemption of the Rights by
the Board of Directors of the Company, the Rights will terminate and
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the only right of the holders of Rights will be to receive the
Redemption Price.
One Right will be distributed to shareholders of the Company for
each share of Common Stock owned of record by them as of the close of
business on June 23, 1997. Until the Distribution Date, the Company
will issue one Right with each share of Common Stock that shall become
outstanding so that all shares of Common Stock will have attached
Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved in advance by the Board of
Directors of the Company. The Rights should not interfere with any
merger of other business combination approved by the Board of
Directors prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, since until
such time the Rights may be redeemed by the Company at $0.01 per
Right.
The present dividend distribution of the Rights is not taxable to
the Company or its shareholders. The Rights are not dilutive and will
not affect reported earnings per share. The Company will receive no
proceeds from the issuance of the Rights as a dividend.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement from time, to time provided that any such changes do not
adversely affect the interest of the holders of the Rights, and
provided further that the Rights Agreement may not be supplemented or
amended in any way after an Acquiring Person has became such.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, including the form of Rights
Certificate and the Summary of Rights is attached hereto as an exhibit
and incorporated herein by reference. A copy of the Rights Agreement
is available to all Right holders free of charge from the Company.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
ITEM 2. EXHIBITS
1 Rights Agreement dated June 13, 1997 between CSB Financial
Group, Inc. and Registrar and Transfer Company, as Rights
Agent. Included as Exhibit A to such Rights Agreement is a
form of Rights Certificate, which will not be mailed to
stockholders until the Distribution Date.
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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, in the City of Centralia, State of Illinois, on June 13,
1997.
CSB Financial Group, Inc.
(Registrant)
By: /s/ K. Gary Reynolds
-----------------------------
K. Gary Reynolds, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
1 Rights Agreement dated June 13, 1997 between CSB
Financial Group, Inc. and Registrar and Transfer
Company, as Rights Agent. Included as Exhibit A to
such Rights Agreement is a form of Rights Certificate,
which will not be mailed to stockholders until the
Distribution Date.