UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: MARCH 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-21714 CSB Bancorp, Inc. (Exact name of registrant as specified in its charter) Ohio 34-1687530 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654 (Address of principal executive offices) (330) 674-9015 (Registrant's telephone number) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock, $6.25 par value Outstanding at April 16, 1997: 1,301,166 common shares FORM 10-Q QUARTER ENDED MARCH 31, 1997 Table of Contents Part I - Financial Information ITEM I - FINANCIAL STATEMENTS Page Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Condensed Consolidated Statements of Changes in Shareholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 ITEM II - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 Part II - Other Information Other Information 16 Signatures 17 CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 1997 1996 ASSETS Cash and noninterest-bearing deposits with banks $ 5,981,402 $ 7,647,790 Interest-bearing deposits with banks 222,342 5,669,966 Federal funds sold 16,350,000 17,000,000 ---------- ---------- Total cash and cash equivalents 22,553,744 30,317,756 Time deposits with banks 3,000,000 3,000,000 Securities available for sale, at fair value 28,752,181 14,890,413 Securities held to maturity (Estimated fair values of $46,085,086 in 1997 and $37,970,342 in 1996) 45,859,180 37,493,467 Total loans 161,942,216 165,151,298 Allowance for loan losses 2,191,322 2,120,845 ----------- ------------ Net loans 159,750,894 163,020,453 Premises and equipment, net 2,637,339 2,563,216 Accrued interest receivable and other assets 3,184,292 2,849,875 ----------- ----------- Total assets $265,737,630 $254,135,180 =========== =========== LIABILITIES Deposits Noninterest-bearing $ 19,132,711 $ 21,391,610 Interest-bearing 204,029,197 191,947,974 ----------- ----------- Total deposits 223,161,908 213,339,584 Securities sold under agreements to repurchase 4,367,636 4,738,173 Federal Home Loan Bank borrowings 12,718,292 11,741,515 Accrued interest payable and other liabilities 971,058 889,428 ----------- ----------- Total liabilities 241,218,894 230,708,700 SHAREHOLDERS' EQUITY Common stock ($6.25 par value; 3,000,000 shares authorized; 1,304,366 and 1,298,372 shares issued in 1997 and 1996, respectively) 8,152,289 8,114,826 Additional paid-in capital 4,706,011 4,520,502 Retained earnings 11,772,177 10,818,500 Treasury stock at cost: 3,200 shares (56,000) (56,000) Unrealized gain (loss) on securities available for sale, net of tax (55,741) 28,652 ----------- ---------- Total shareholders' equity 24,518,736 23,426,480 Total liabilities and shareholders' equity $265,737,630 $254,135,180 =========== ============ See notes to the consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, 1997 1996 Interest income Interest and fees on loans $4,034,410 $3,927,981 Interest on investment securities Taxable 607,346 546,957 Nontaxable 277,690 245,612 Other interest income 311,748 91,323 --------- ---------- Total interest income 5,231,194 4,811,873 Interest expense Interest on deposits 2,277,228 2,100,507 Other interest expense 239,028 84,758 --------- --------- Total interest expense 2,516,256 2,185,265 --------- --------- Net interest income 2,714,938 2,626,608 Provision for loan losses 101,688 100,000 --------- --------- Net interest income after provision for loan losses 2,613,250 2,526,608 Other income Service charges on deposit accounts 171,664 148,495 Other operating income 85,905 100,950 Gain on sale of loans 220,200 Loss on call of securities (1,694) ---------- ---------- Total other income 477,769 247,751 Other expense Salaries and employee benefits 736,842 719,466 Occupancy expense 83,742 96,157 Equipment expense 107,923 105,520 State franchise tax 82,359 65,310 Other operating expense 481,872 429,314 -------- ---------- Total other expense 1,492,738 1,415,767 --------- --------- Income before federal income taxes 1,598,281 1,358,592 Provision for income taxes 423,700 394,600 --------- --------- Net income $1,174,581 $ 963,992 ========= ========= Earnings per common share $.91 $.75 ========= ========= Weighted average shares outstanding 1,296,260 1,285,660 ========= ========= See notes to the consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) Three Months Ended March 31, 1997 1996 Balance at beginning of period $23,426,480 $20,342,763 Net income 1,174,581 963,992 Common stock issued under the dividend reinvestment program and 401(k) plan 222,972 59,930 Cash dividends ($.170 per share in 1997; $.125 per share in 1996) (220,904) (160,679) Change in unrealized gain/loss on securities available for sale, net of tax (84,393) (32,780) -------- --------- Balance at end of period $24,518,736 $21,173,226 =========== =========== See notes to the consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1997 1996 Net cash from operating activities $ 922,761 $ 1,288,832 Investing activities Securities available for sale Proceeds from maturities 2,000,000 3,000,000 Purchases (15,958,800) (271,000) Securities held to maturity Proceeds from maturities, calls and repayments 3,406,150 3,494,971 Purchases (11,765,424) (988,392) Net increase in loans (7,382,259) (2,984,919) Loan sale proceeds 10,766,167 Purchase of premises and equipment, net (183,239) (193,998) ------------ ----------- Net cash used by investing activities (19,117,405) 2,056,662 ------------ ----------- Financing activities Net increase (decrease) in deposits 9,822,324 (7,273,900) Net decrease in repurchase agreements (370,537) (1,275,743) Net increase in FHLB advances 976,777 3,663,631 Cash dividends paid (160,835) (119,545) Shares issued for 401(k) plan 162,903 18,796 ---------- ----------- Net cash used by financing activities 10,430,632 (4,986,761) ---------- ------------ Decrease in cash and cash equivalents (7,764,012) (1,641,267) Cash and cash equivalents at beginning of period 30,317,756 22,049,697 ---------- ---------- Cash and cash equivalents at end of period $ 22,553,744 $20,408,430 =========== ========== Supplemental disclosures Cash paid for interest $ 2,492,764 $ 2,188,006 Cash paid for income taxes 50,866 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include the accounts of CSB Bancorp, Inc. ("CSB") and its wholly owned subsidiary, The Commercial and Savings Bank (the "Bank"). All significant intercompany transactions and balances have been eliminated. These interim financial statements are prepared without audit and reflect all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly the consolidated financial position of CSB at March 31, 1997, and its results of operations and cash flows for the periods presented. The accompanying consolidated financial statements do not contain all financial disclosures required by generally accepted accounting principles that might otherwise be necessary in the circumstances. The Annual Report for CSB for the year ended December 31, 1996, contains consolidated financial statements and related notes which should be read in conjunction with the accompanying consolidated financial statements. Allowance for Loan Losses: Allowances for losses on impaired loans are determined by calculating the present value of estimated future cash flows, discounted using the loan's effective interest yield. Allowances for losses on impaired loans that are collateral dependent are generally determined based on the estimated fair value of the underlying collateral. A loan is impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one- to four-family residences, residential construction loans and automobile, home equity and second mortgage loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower's business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 30 days or more. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often also considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible. The nature of disclosures for impaired loans is considered generally comparable to prior nonaccrual and renegotiated loans and nonperforming and past due asset disclosures. The carrying value of impaired loans is periodically adjusted to reflect cash payments, revised estimates of future cash flows, and increases in the present value of expected cash flows due to the passage of time. Cash payments representing interest income are reported as such and other cash payments are reported as reductions in carrying value. Increases or decreases in carrying value due to changes in estimates of future payments or the passage of time are reported as reductions or increases in bad debt expense. NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Accounting Pronouncements: Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities", revises accounting treatment for transfers of financial assets, such as loans and securities, and for distinguishing between sales and secured borrowings. SFAS No. 125 did not materially impact the Company's financial statements for the first quarter of 1997. SFAS No. 128, "Earnings Per Share," is effective for financial statements issued after December 15, 1997, and simplifies the calculation of earnings per share (EPS) by replacing primary EPS with basic EPS. SFAS No. 128 will not impact the Company's EPS calculations. Income Taxes: The provision for income taxes is based upon the effective income tax rate expected to be applicable for the entire year. NOTE 2 - SECURITIES The amortized cost, gross unrealized gains and losses and estimated fair values of securities, as presented in the consolidated balance sheet are as follows: March 31, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available for sale Debt securities U.S. Treasury securities $22,003,831 $ 16,539 $ (53,495) $21,966,875 Obligations of U.S. government corporations and agencies 4,983,906 (47,500) 4,936,406 ----------- ------- -------- ----------- Total debt securities available for sale 26,987,737 16,539 (100,995) 26,903,281 Other securities 1,848,900 1,848,900 ----------- ------- --------- ---------- Total securities available for sale $28,836,637 $ 16,539 $(100,995) $28,752,181 =========== ======= ========= ========== Held to maturity U.S. Treasury securities $14,043,955 $ 69,758 $ (48,182) $14,065,531 Obligations of U.S. government corporations and agencies 8,559,018 650 (22,443) 8,537,225 Obligations of states and political subdivisions 23,256,207 421,535 (195,412) 23,482,330 ---------- -------- --------- ---------- Total debt securities held to maturity $45,859,180 $ 491,943 $(266,037) $46,085,086 ========== ========= ========= ============ NOTE 2 - SECURITIES (Continued) December 31, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available for sale Debt securities U.S. Treasury securities $11,025,400 $ 47,599 $ (186) $11,072,813 Obligations of U.S. government corporations and agencies 2,000,000 (4,000) 1,996,000 Total debt securities available for sale 13,025,400 47,599 (4,186) 13,068,813 Other securities 1,821,600 1,821,600 ---------- ------ --------- ----------- Total securities available for sale $14,847,000 $ 47,599 $ (4,186) $14,890,413 =========== ======= ========= =========== Held to maturity U.S. Treasury securities $11,030,882 $116,799 $ (9,947) $11,137,734 Obligations of U.S. government corporations and agencies 7,011,135 4,413 (6,361) 7,009,187 Obligations of states and political subdivisions 19,440,275 499,363 (127,342) 19,812,296 Mortgage-backed securities 11,175 (50) 11,125 ----------- --------- --------- ----------- Total debt securities held to maturity $37,493,467 $620,575 $(143,700) $37,970,342 ========== ======== ========= ============ One agency security of $1,000,000 was transferred from the available for sale category to held to maturity during the first quarter of 1996. The transfer into held to maturity occurred at the fair value of the security on the date of the transfer, which approximated amortized cost. There were no sales of investment securities during the first three months of 1997 or 1996. Losses on calls of securities held to maturity were $1,694 during the three months ended March 31, 1996. The amortized cost and estimated fair values of investments in debt securities at March 31, 1997, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay the debt obligations prior to their contractual maturities. NOTE 2 - SECURITIES (Continued) Estimated Amortized Fair Cost Value Available for sale Due in one year or less $ 9,976,686 $ 9,871,563 Due in one to five years 16,011,051 16,049,843 Due in five to ten years 1,000,000 981,875 ----------- ---------- Total debt securities available for sale $26,987,737 $26,903,281 Held to maturity Due in one year or less $ 9,881,080 $ 9,914,126 Due in one to five years 18,470,625 18,609,589 Due in five to ten years 12,799,373 12,917,680 Due after ten years 4,708,102 4,643,691 ---------- ---------- Total debt securities held to maturity $45,859,180 $46,085,086 ========== ========== NOTE 3 - LOANS Total loans as presented on the balance sheet are comprised of the following classifications: March 31, 1997 December 31, 1996 Commercial $ 78,228,293 $ 73,404,483 Commercial real estate 23,783,929 22,991,254 Residential real estate 40,833,537 49,254,612 Installment and credit card 17,244,321 16,730,089 Construction 1,852,136 2,760,860 ---------- ------------ Total loans $161,942,216 $165,141,298 =========== ============ During the first three months of 1997, the Bank received $10,776,167 in proceeds from mortgage loan sales. A gain of $220,200 was recognized on this sale. No loans were sold during the first three months of 1996. NOTE 4 - ALLOWANCE FOR LOAN LOSSES A summary of activity in the allowance for loan losses for the three months ended March 31, 1997 and 1996 is as follows: 1997 1996 Balance - January 1 $2,120,845 $1,830,250 Loans charged off (47,473) (21,057) Recoveries 16,262 9,385 Provision for loan losses 101,688 100,000 --------- ----------- Balance - March 31 $2,191,322 $1,918,578 Information regarding impaired loans at March 31, 1997 and December 31, 1996 is as follows: March 31, December 31, 1997 1996 Balance of impaired loans, end of period $1,106,000 $961,000 Portion of allowance for loan losses allocated to the impaired loan balance 412,000 336,000 Information regarding impaired loans for the quarter ended March 31, 1997 and 1996, is as follows: 1997 1996 Average investment in impaired loans for the quarter 1,034,000 228,000 Interest income recognized on impaired loans including interest income recognized on cash basis during the quarter 18,000 None Interest income recognized on impaired loans on cash basis during the quarter 13,000 None NOTE 5 - FEDERAL HOME LOAN BANK BORROWINGS At March 31, 1997, the Bank had 188 outstanding borrowings from the Federal Home Loan Bank (FHLB). These borrowings carry fixed interest rates ranging from 5.60% to 7.15% and maturities of 10, 15, and 20 years. Monthly principal and interest payments are due on the borrowings. In addition, a principal curtailment of 10% of the outstanding principal balance is due on the anniversary date of each borrowing. FHLB borrowings are collateralized by the Company's FHLB stock and a blanket pledge on $19,078,000 of qualifying mortgage loans at March 31, 1997. NOTE 6 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Bank grants residential, consumer, and commercial loans to customers located primarily in Holmes and surrounding counties in Ohio. Most loans are secured by specific items of collateral including business assets, consumer assets and residences. The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet financing needs of its customers. The contract amount of these instruments are not included in the consolidated financial statements. At March 31, 1997 and December 31, 1996, the contract amount of these instruments, which primarily include commitments to extend credit and unused credit lines, totaled approximately $28,796,000 and $30,111,000 respectively, substantially all of which carry adjustable rates of interest. Since many commitments to make loans expire without being used, the amount does not represent future cash commitments. The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to make loans and lines and letters of credit is represented by the contractual amount of those instruments. CSB follows the same credit policy to make such commitments as is followed for those loans recorded in the financial statements. In management's opinion, these commitments represent normal banking transactions and no material losses are expected to result therefrom. Collateral obtained upon exercise of the commitments is determined using management's credit evaluations of the borrower and may include real estate and/or business or consumer assets. Occasionally, various contingent liabilities arise that are not recorded in the financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material affect on financial condition or results of operations. CSB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM II - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc. (the Company) at March 31, 1997, compared to December 31, 1996, and the consolidated results of operations for the quarterly period ending March 31, 1997 compared to the same period in 1996. The purpose of this discussion is to provide the reader with a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and related footnotes. Forward-looking statements contained in this discussion involve risks and uncertainties and are subject to change based on various important factors. Actual results could differ from those expressed or implied. The registrant is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on the liquidity, capital resources or operations except as discussed herein. Also, the Registrant is not aware of any current recommendations by regulatory authorities that would have such effect if implemented. FINANCIAL CONDITION Total assets were $265.7 million at March 31, 1997, compared to $254.1 million at December 31, 1996, representing a increase of $11.6 million or 4.6%. Total securities increased approximately $22.2 million during the quarter as a result of deposit growth and loan sales, as discussed below. Most of the securities purchased were short-term U.S. Treasury notes and obligations of U.S. Government corporations and agencies. Since one of the primary functions of the securities portfolio is to provide a source of liquidity, it is structured such that security maturities and cash flows satisfy the Company's liquidity needs and asset-liability management requirements. At March 31, 1997, approximately 27% of the securities portfolio matures within one year. Commercial loans increased $4,824,000, or 6.6%, during the quarter. This increase was primarily a result of increased loan demand in our service area as the local economy remains strong. In late 1995, the Company began to originate fixed rate one- to four- family mortgage loans, utilizing a matched funds program using FHLB advances of similar maturity to establish an interest rate spread for the estimated duration of the loans. During the first quarter of 1997, management elected to sell approximately $11 million of fixed rate loans. A gain of $220,000 was realized on the sale. The funds were invested in short term U.S. Treasury and Government Agency securities. The Bank retained its fixed-rate borrowings to facilitate future fixed rate lending. Management will continue to originate fixed rate loans, but does not anticipate new borrowings will be necessary to fund such originations. At March 31, 1997, there were no loans held for sale. Exclusive of this sale, loans increased approximately $7.3 million or 4.4% during the quarter. As a percentage of loans, the allowance for loan losses was 1.35% at March 31, 1997 and 1.28% at December 31, 1996. Loans past due more than 90 days and loans placed on nonaccrual status, were approximately $1,190,000, or .74% of total loans at March 31, 1997, compared to $747,000, or .45% of loans at December 31, 1996. These credits are considered in management's analysis of the allowance for loan losses. The Company made minor investments in premises and equipment during the first quarter of 1997. However. the Company has contracted to purchase a tract of land with the intent to construct another branch office in Wayne County in late 1997. The Company has also acquired $120,000 of land in 1995 to build an operation center in 1998. Beyond these land purchases, no commitments have been entered into relative to these projects. At March 31, 1997, the ratio of loans to deposits was 72.6%, compared to 77.4% at the end of 1996 as total deposits increased approximately $9.8 million, or 4.6%, during the first three months on 1997. Historically, the Bank has experienced a decline in overall deposit balances during the first quarter of the year. However, in 1997 the Bank received approximately $8.0 million of deposits as a result of a successful bond issue for a local school district. These funds are in a savings account that is expected to deplete gradually over the next two years. Total shareholders' equity was increased in part by year-to-date net income of $1.2 million, less $220,000 of cash dividends declared. The cash dividend represents 20.0% of net income for the first quarter of 1997. Also contributing to capital was the dividend reinvestment program and the purchase of stock by the Company's 401(k) retirement plan. As a result of these programs, equity increased approximately $223,000 during the first quarter of 1997. The Company and its subsidiary meet all regulatory capital requirements at March 31, 1997. The Company's ratio of total capital to risk-weighted assets was 16.73% at March 31, 1997, while Tier 1 risk-based capital ratio was 15.48%. Regulatory minimums call for a total risk-based capital ratio of 8%, at least one-half of which must be Tier 1 capital. The Company's leverage ratio was 9.25% at March 31, 1997, which exceeds the regulatory minimum of 3% to 5%. RESULTS OF OPERATIONS Net income for the quarter ending March 31, 1997 was $1,175,000, or $0.91 per share, as compared to $964,000, or $0.75 per share earned during the same period last year, an increase of $211,000, or 21.9%. The primary factors contributing to this increase were increases in net interest income and other income. Net interest income for the quarter ended March 31, 1997 was $2,715,000, a 3.4% increase from the first quarter of 1996. Interest and fees on loans increased $106,000, or 2.7%, which resulted primarily from a higher rate environment and somewhat from a higher volume of loans as the loan sale was not consummated until late March 1997. Also, as deposit funds were invested in securities and federal funds sold, interest on securities increased $92,000 and other interest income increased $220,000 for the first quarter of 1997, compared to the first quarter of 1996. Management anticipates using these liquid funds, primarily from federal funds sold and maturities of short-term investments, to fund higher yielding loans. Interest expense increased $331,000, to $2.5 million for the quarter ended March 31, 1997, compared to $2.2 million for the quarter ended March 31, 1996. This increase was the result of increased volumes on interest-bearing accounts and slightly higher rates. Included in this increase was an increase of $154,000 in other interest expense, resulting from new borrowings from FHLB. The impact of an increasing interest rate environment should impact the Company's interest expense to a lesser extent in 1997 compared to 1996 due to the fixed rate long-term leverage provided by the borrowings. The provision for loan losses was $102,000 during the first quarter of 1997, which was near the $100,000 provision in the first quarter of 1996. This provision was made in recognition of continued loan origination volume, primarily in the commercial loan portfolio which typically carries a higher risk of loan loss. Other income increased approximately $230,000 primarily as a result of the gain on the sale of loans discussed above and increased deposit service charge income. Other expenses increased only $77,000, or 5.4%, for the three months ended March 31, 1997, compared to the same period in 1996, as management continues to monitor the Bank's efficiency ratio by maintaining increases in other operating costs at low levels. Salaries and employee benefits increased by $17,000 or 2.4%, and state franchise taxes increased $17,000 or 26.1% as a result of earnings retention in 1996. Ohio's state franchise tax for financial institutions is based on the level of capital at the previous year-end. The $53,000, or 12.2%, increase in other operating expenses from the previous year resulted from small increases in a number of areas. The provision for income taxes of $424,000 during the first quarter of 1997 reflected an effective rate of 26.5%, which is slightly below 29.0%, the rate in the first quarter of 1996. FORM 10-Q Quarter ended March 31, 1997 PART II - OTHER INFORMATION Item 1 - Legal Proceedings: There are no matters required to be reported under this item. Item 2 - Changes in Securities: There are no matters required to be reported under this item. Item 3 - Defaults Upon Senior Securities: There are no matters required to be reported under this item. Item 4 - Submission of Matters to a Vote of Security Holders: There are no matters required to be reported under this item. Item 5 - Other Information: There are no matters required to be reported under this item. Item 6 - Exhibits and Reports on Form 8-K: (a) Exhibits: Exhibit Number Description of Document 3.1 Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB). 3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB). 4 Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB). 10 Leases for the Clinton Commons, Berlin and Charm Branch Offices of The Commercial and Savings Bank (incorporated by reference to Registrant's Form 10-SB). 11 Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) 27 Financial Data Schedule. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. 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, thereunto duly authorized. CSB BANCORP, INC. (Registrant) Date: May 13, 1997 /s/ Douglas D. Akins (Signature) Douglas D. Akins President and Principal Executive Officer Date: May 13, 1997 /s/ Pamela S. Basinger (Signature) Pamela S. Basinger Financial Officer and Principal Accounting Officer Index to Exhibits Exhibit Sequential Number Description of Document Page 3.1 Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB). N/A 3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB). N/A 4 Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB). N/A 10 Leases for the Clinton Commons, Berlin and Charm Branch Offices of The Commercial and Savings Bank (incorporated by reference to Registrant's Form 10-SB). N/A 11 Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) N/A 27 Financial Data Schedule 19