SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CSB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than
Registrant)
Payment of Filing fee (Check the appropriate box)
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
______________________________________________________
2) Aggregate number of securities to which transaction
applies:
______________________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
______________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
___________________________________
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
_________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1999
_________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders (the "Meeting") of CSB Bancorp, Inc. ("CSB") will be
held at the Carlisle Village Inn, Walnut Creek, Ohio 44687, on
April 14, 1999, at 7:00 p.m. local time, for the following
purposes:
1. To elect three directors for three-year terms ending
in 2002; and
2. The transaction of any other business that may
properly come before the Meeting or any adjournments
thereof.
Shareholders of record at the close of business on February
26, 1999, are entitled to vote at the Meeting and at any
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas D. Akins
Douglas D. Akins
President and Chief Executive Officer
Millersburg, Ohio
March 12, 1999
THE PROMPT RETURN OF PROXIES WILL SAVE CSB THE EXPENSE OF A
FURTHER REQUEST FOR PROXIES IN ORDER TO INSURE A QUORUM. PLEASE
NOTE THAT YOUR VOTE CANNOT BE COUNTED UNLESS YOU SIGN AND RETURN
THE PROXY CARD OR ATTEND THE MEETING AND VOTE IN PERSON.
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 14, 1999
GENERAL
The enclosed proxy is solicited by the Board of Directors of
CSB Bancorp, Inc. ("CSB"), the principal executive offices of
which are located at 6 W. Jackson Street, Millersburg, Ohio 44654,
in connection with the Annual Meeting of Shareholders (the
"Meeting") of CSB to be held on April 14, 1999 at the Carlisle
Village Inn, Walnut Creek, Ohio 44687, at 7:00 p.m. This proxy
statement and the accompanying notice of meeting are first being
mailed to shareholders on or about March 12, 1999.
The Meeting has been called for the following purposes: (I)
to elect three directors, each for a three-year term and (ii) to
transact any other business that may properly come before the
Meeting or any adjournments thereof.
Revocation of Proxies, Discretionary Authority and Cumulative
Voting
CSB's common shares, par value $6.25 per share (the "Common
Shares"), can be voted at the Meeting only if the shareholder is
represented by proxy or is present in person. Shareholders who
execute proxies retain the right to revoke them at any time.
Unless so revoked, the shares represented by such proxies will be
voted at the Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of CSB (addressed to:
CSB Bancorp, Inc., 6 W. Jackson Street, Millersburg, Ohio 44654,
Attention: Shirley J. Roberts, Secretary) or by the filing of a
later dated proxy prior to a vote being taken on a particular
proposal at the Meeting. A proxy will not be voted if a
shareholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors will be voted in accordance
with the directions given therein. Where no instructions are
indicated, proxies will be voted for the nominees for directors
set forth below. The proxy confers discretionary authority on the
persons named therein to vote with respect to (I) the election of
any person as a director where the nominee is unavailable or
unable to serve, (ii) matters incident to the conduct of the
Meeting and (iii) any other business that may properly come before
the Meeting or any adjournment thereof. At this time it is not
known whether there will be cumulative voting for the election of
directors at the Meeting. If any shareholder demands cumulative
voting for the election of directors at the Meeting, your proxy
will give the individuals named on the proxy full discretion and
authority to vote cumulatively, and in their sole discretion to
allocate votes among any or all of the nominees, unless authority
to vote for any or all of the nominees is withheld.
The enclosed proxy is being solicited by CSB and the cost of
soliciting proxies will be borne by CSB. In addition to use of the
mails, proxies may be solicited personally or by telephone,
telegraph or telefax by directors, officers and employees of CSB.
Security Ownership of Certain Beneficial Owners and Management
Shareholders of record as of the close of business on
February 26, 1999, are entitled to (I) notice of the Meeting and
(ii) one vote on each matter to be considered at the Meeting for
each Common Share held on that date. As of February 26, 1999, CSB
had 2,648,039.0240 Common Shares issued and outstanding. The
presence at the Meeting in person or by proxy of at least a
majority of such shares will be required to constitute a quorum at
the Meeting.
CSB is not aware of any person, group or entity owning more
than 5% of CSB's outstanding Common Shares as of February 26,
1999.
The following table sets forth, as of February 26, 1999, (I) the Common
Shares beneficially
owned by each director, nominee for director and named executive officer of CSB
and (ii) the
Common Shares beneficially owned by all officers, directors and nominee for
director as a group.
Name of Beneficial Amount and Nature of Percent of Common
Owner Beneficial Ownership(1) Shares Outstanding Director
David W. Kaufman 7,639.0158 0.29% Yes
J. Thomas Lang 3,980.2252 0.15 Yes
H. Richard Maxwell 16,400.0000 0.62 Yes
Vivian A. McClelland 33,600.0000 1.27 Yes
Daniel J. Miller 34,537.1303 1.30 Yes
Samuel P. Riggle, Jr. 15,370.3874 0.58 Yes
David C. Sprang 108,800.0000 4.11 Yes
Samuel M. Steimel 16,028.1360 0.61 Yes
Douglas D. Akins 4,325.9915 0.16 Yes
F. Joanne Vincent 100.6186 0.00* No
All directors and 262,476.9671 9.91
officers as a group
(15 persons)
*ownership is less than 0.01%
(1) The Securities and Exchange Commission has defined "beneficial owner" of
a security to
include any person who has or shares voting power or investment power
with respect to any
such security or who has the right to acquire beneficial ownership of any
such security
within 60 days.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
CSB's officers and directors and persons who own more than 10% of
a registered class of CSB's equity securities to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
shareholders are required to furnish CSB with copies of all
Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it and by statements of officers
and directors that they complied with all applicable filing
requirements, its officers, directors and greater than 10%
beneficial owners complied with all filing requirements applicable
to them.
ELECTION OF DIRECTORS
CSB's Regulations provide that its business shall be managed
by a board of directors of not less than three and not more than
twenty-five persons. CSB's Regulations divide such directors into
three classes as nearly equal in number as possible and set their
terms at three years. The Board of Directors, pursuant to CSB's
Regulations, has established the number of directors at nine.
Assuming that at least a majority of the issued and
outstanding Common Shares are present at the Meeting so that a
quorum exists, the three nominees for director of CSB receiving
the most votes will be elected as directors. Shareholders have
the right to vote cumulatively in the election of directors. In
order to exercise the right to vote cumulatively, a shareholder
must give written notice to the president, a vice president or the
secretary of CSB not less than forty-eight hours before the time
fixed for the meeting and the shareholder's demand for cumulative
voting must be announced at the commencement of the meeting by or
on behalf of the shareholder. If cumulative voting is elected, a
shareholder may cast as many votes in an election of directors as
the number of directors to be elected multiplied by the number of
shares held. The Board of Directors has nominated Douglas D.
Akins, J. Thomas Lang and F. Joanne Vincent, each of whom are
incumbent directors and whose present terms expire at the Meeting
(with the exception of Ms. Vincent), to serve until the 2002
Annual Meeting of Shareholders and until their respective
successors are elected and qualified.
It is intended that Common Shares represented by the
accompanying form of proxy will be voted for the election of the
nominees, unless contrary instructions are indicated as provided
on the proxy card. (If you do not wish your shares to be voted
for particular nominees, please so indicate on the proxy card.)
If one or more of the nominees should at the time of the meeting
be unavailable or unable to serve as a director, the shares
represented by the proxies will be voted to elect the remaining
nominees and any substitute nominee or nominees designated by the
Board of Directors. The Board of Directors knows of no reason why
any of the nominees will be unavailable or unable to serve. At
this time it is not known whether there will be cumulative voting
for the election of directors at the Meeting. If any shareholder
properly demands cumulative voting for the election of directors
at the Meeting, your proxy will give the individuals named on the
proxy full discretion and authority to vote cumulatively and in
their sole discretion to allocate votes among any or all of the
nominees, unless authority to vote for any or all of the nominees
is withheld.
The Board of Directors recommends that Shareholders vote
"FOR" the election of the nominees.
The following table sets forth information concerning nominees for
directors of CSB,
including their principal occupation or employment during the past five years.
Nominees for Directors
Year First
Elected Or Term
Principal Positions Held Appointed To
Name Age Occupation With CSB Director Expire
_________________ ___ ___________ _______________ __________ _______
Douglas D. Akins 42 Banker Director, 1995 2002
President, CEO(1)
J. Thomas Lang 55 Veterinarian, Director 1993 2002
Dairy Farmer
F. Joanne Vincent 66 Retired Banker, None ---- 2002
Township
Trustee Clerk
____________________________
(1) Mr. Akins held the positions of Vice President from March 1987 to April
1990; Senior
Vice President from April 1990 to January 1991; and Executive
Vice President from
January 1991 to September 1993, when he was elected President.
The following table sets forth information concerning (I) incumbent
directors of CSB who
are not nominees for election at the Meeting and (ii) the other current
executive officers of
CSB. Included in the table is information regarding each person's principal
occupation or
employment during the past five years.
Directors and Executive Officers
Year First
Elected Or Term
Principal Positions Held Appointed To
Name Age Occupation(1) With CSB Director Expire
_________________ ___ ___________ _______________ __________ _______
Daniel J. Miller 59 Physician Director 1979 2000
Samuel P. Riggle, Jr. 61 General Manager Director 1982 2000
& CEO, Holmes-
Wayne Electric
Cooperative, Inc.
David C. Sprang 72 Retired Officer of Director 1991 2000
CSB(2)
David W. Kaufman 49 Auctioneer and Director 1988 2001
Realtor
H. Richard Maxwell 69 Retired Clothier, Director 1964 2001
Residential
Appraiser
Samuel M. Steimel 41 Attorney Director 1989 2001
Robert E. Boss 42 Banker Senior Vice N/A
President(3)
Shirley J. Roberts 57 Banker Senior Vice N/A
President and
Secretary(4)
Pamela S. Basinger 28 Banker Treasurer(5) N/A
Stanley E. Yoder 57 Banker Senior Vice N/A
President(6)
A. Lee Miller 40 Banker Senior Vice N/A
President(7)
____________________________
(1) Directors have held these vocations or positions for at least five years,
unless otherwise
noted.
(2) Mr. Sprang retired from CSB as a Vice President in July 1990, a position
he held beginning
in March 1987.
(3) Mr. Boss held the position of Vice President from January 1990 to January
1991, when he was
elected Senior Vice President.
(4) Ms. Roberts held the position of Compliance Officer from 1985 until April
1990, and Vice
President from April 1990 to April 1991, when she was elected Senior Vice
President.
(5) Ms. Basinger held the position of Internal Auditor at National City
Corporation from June
1993 through January 1994. She held the position of Credit and Loan Review
Officer of The
Commercial and Savings Bank of Millersburg, Ohio from February 1994 until
October 1996,
when she was elected Treasurer.
(6) Mr. Yoder held the position of Vice President from April, 1988 to January
1991, when he was
elected Senior Vice President.
(7) Mr. Miller held the position of Senior Vice President of Wayne Savings
and Loan, until
August 1997, when he was hired as Senior Vice President of CSB.
The Board of Directors and its Committees
The Board of Directors conducts its business through meetings
of the Board and its committees. Regular meetings of the Board of
Directors are held on a monthly basis. The Board of Directors
held 12 regular meetings during the year ended December 31, 1998.
No director attended fewer than 75% of such meetings. Directors
receive no compensation from CSB, except that Mr. Maxwell, Ms.
McClelland, Mr. Riggle and Mr. Steimel each received $150 as
compensation for serving on the Nominating Committee. In
addition, each director of CSB also serves as a director of The
Commercial and Savings Bank of Millersburg Ohio, a subsidiary of
CSB, for which outside directors are compensated at a rate of
$10,000 annually, plus $150 per Board Meeting attended or reviewed
and $150 per Committee Meeting. Mr. Akins, a director who is also
employed by the Company, is compensated as a director at a rate of
$7,500 annually and is not entitled to additional compensation for
attending Board or Committee Meetings.
The Nominating Committee selects the nominees for election as
directors and consists of, Mr. Maxwell, Ms. McClelland, Mr. Riggle
and Mr. Steimel. John F. Canfield, a shareholder of CSB, assisted
the Nominating Committee as an ad hoc member, for which he was not
compensated. The Nominating Committee met two times in 1998. No
nominations for directors, except those made by the Nominating
Committee, shall be voted upon at the Meeting unless other
nominations are submitted by shareholders to the Secretary of CSB
in writing not less than fourteen nor more than fifty days prior
to the date of the Meeting.
Report of the Compensation Committee of the Board of Directors on
Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee") consists entirely of outside directors, currently
three in number. The Committee is responsible for developing and
recommending CSB's executive compensation principles, policies,
and programs to the Board of Directors.
The Committee believes that in representing the Board of
Directors, it must act in the best interests of the shareholders
as it reviews and determines CSB's executive compensation
principles, policies and programs. The Committee's essential goal
is to create a balance by which CSB is able to attract and retain
qualified management personnel while at the same time providing
for maximization of CSB's financial performance and safeguarding
of CSB's assets. In compensating CSB's executive officers, the
Committee seeks to achieve the following goals:
* motivate executive officers to strive for and achieve
outstanding corporate performance which provides a direct
benefit to shareholders;
* attract highly-qualified key management personnel;
* reward superior performance in reaching corporate objectives
with aggressive compensation levels and to provide that a
significant portion of compensation will be dependent on CSB's
annual performance.
Base salaries for executive officers in fiscal 1998 were
determined after review of an analysis of salaries paid for
comparable positions and consideration of the competition for
executive talent within CSB's industry. CSB's review included a
survey by the Ohio Banker's Association of executive salaries.
CSB's compensation philosophy is to target executive salaries
close to the mean of the market rate paid for comparable positions
by similarly sized bank holding companies.
Mr. Akins' 1998 base salary, shown in the "Salary" column of
the Compensation Table below, was increased by 17% from his 1997
base salary. Mr. Akins' compensation was determined by the
Committee and approved by the Board. His salary is consistent
with industry standards and his bonus was based on CSB's financial
performance and the continuing growth of CSB.
In addition, as of January 1, 1997, the Committee granted Mr.
Akins an option to purchase 900 Common Shares at an exercise price
of $18.09 per share (prior to adjustment for the 1998 stock
split). The Committee granted the option as an additional
incentive to Mr. Akins to work to maximize shareholder value. The
Committee also recognized that such a stock incentive is a
necessary element of a competitive compensation package for the
President and Chief Executive Officer of CSB. The grant utilized
a vesting period to encourage Mr. Akins to continue in the employ
of CSB. The Committee generally believes that a stock incentive
of the type granted to Mr. Akins encourages him to maintain a
long-term perspective on his compensation package. In determining
the size of the option award to Mr. Akins, the Committee's primary
consideration was the value of the award at the time of the grant
and Mr. Akins general performance in his employment.
The Compensation Committee
J. Thomas Lang
H. Richard Maxwell
David C. Sprang
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Crowe,
Chizek and Company LLP, certified public accountants, as CSB's
auditors for the 1999 fiscal year. A representative of Crowe,
Chizek and Company LLP is expected to be present at the Meeting,
will have the opportunity to make a statement if he desires to do
so, and will be available to respond to appropriate questions.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
President and Chief Executive Officer during the fiscal year ended
December 31, 1998.(1)
Summary Compensation Table
Annual Compensation Long Term
Compensation
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options/SARs (#) Compensation($)(2)
__________________ ____ ______ _____ ________________ __________________
Douglas D. Akins 1998 $135,000.00 $20,000.00 0 $14,891.28
President and CEO 1997 115,000.00 23,000.00 1,800 10,764.32
1996 100,000.00 20,000.00 0 7,299.75
The following table provides information on the value of the options
granted to Mr. Akins
during fiscal year 1997.
Aggregate Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number Number of Securities Value of Unexercised
Of Shares Underlying Unexercised In-the-Money Options
Acquired Options at Fiscal Year-End At Fiscal Year-End
On Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
________________ ________ ________ ____________ ______________ ____________ _____________
Douglas D. Akins 0 0 600 1,200 $24,576 $49,152
_________________________
(1) No other executive officer of CSB received salary and bonus
exceeding $100,000 for serving in such capacity during the
fiscal year ended December 31, 1998.
(2) In 1998, reflects CSB's contributions of $7,900.28 on Mr.
Akins' behalf to CSB's 401(k) Plan and $6,991.00 for serving
as a director of CSB. In 1997, reflects CSB's contributions
of $6,764.32 on Mr. Akins' behalf to CSB's 401(k) Plan and
$4,000 for serving as a director of CSB. In 1996, reflects
CSB's contributions of $3,549.75 on Mr. Akins' behalf to
CSB's 401(k) Plan and $4,000 for serving as a director of
CSB.
PERFORMANCE GRAPH
The following graph compares the yearly stock change and the
cumulative total shareholder return on CSB's Common Shares during
the five year period ended December 31, 1998 with the cumulative
total return on the NASDAQ Bank Stock Index and the Standard and
Poor's 500 Stock Index. The comparison assumes $100 was invested
on January 1, 1994 in CSB's Common Shares and in each of the
indicated indices and assumes reinvestment of dividends.
[GRAPH OF COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN]
1993 1994 1995 1996 1997 1998
_____ _____ _____ _____ _____ _____
CSB $100.00 $159.03 $164.89 $225.59 $351.52 $547.17
NASDAQ Bank Stock Index 100.00 99.64 148.39 195.90 330.97 291.25
S&P 500 100.00 101.36 139.51 172.02 229.65 295.26
CERTAIN TRANSACTIONS
There are no existing or proposed material transactions
between CSB and any of its officers, directors or beneficial
owners of five percent or more of the Common Shares, or the
immediate family of any of the foregoing persons.
OTHER BUSINESS
The Board of Directors is not aware of any business to be
addressed at the Meeting other than those matters described above
in this Proxy Statement. However, if any business other than that
set forth in the Notice of the Meeting should be properly
presented at the Meeting, it is intended that the Common Shares
represented by proxies will be voted with respect thereto in
accordance with the judgment of the persons voting them.
ANNUAL REPORTS
Enclosed with this Proxy Statement is a copy of CSB's Annual
Report to Shareholders for the fiscal year ended December 31,
1998. Shareholders are referred to such Report for financial
information about the activities of CSB, but such Report is not
incorporated into this Proxy Statement and is not to be deemed a
part of the proxy soliciting materials.
PROPOSALS OF SECURITY HOLDERS
In order to be eligible for inclusion in CSB's proxy
materials for the 2000 Annual Meeting of Shareholders, any
shareholder proposal to take action at such meeting must be
received at CSB's main office at 6 W. Jackson Street, Millersburg,
Ohio 44654, no later than November 13, 1999. Any such proposal
shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended. Any
shareholder who intends to propose any other matter to be acted
upon at the 2000 Annual Meeting of Shareholders must inform CSB no
later than January 29, 2000. If notice is not provided by that
date, the persons named in CSB's proxy for the Annual Meeting will
be allowed to exercise their discretionary authority to vote upon
any such proposal without the matter having been discussed in the
proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas D. Akins
Douglas D. Akins
President and Chief Executive Officer
Millersburg, Ohio
March 12, 1999
PROXY
CSB BANCORP, INC.
6 W. Jackson Street
Millersburg, Ohio 44654
This proxy is solicited on behalf of the Board of Directors.
The undersigned shareholder of CSB Bancorp, Inc. ("CSB")
hereby appoints H. Richard Maxwell, Vivian A. McClelland, Samuel
P. Riggle, Jr. and Samuel M. Steimel as Proxies, each of them with
the power to appoint his or her substitute, and hereby authorizes
them to represent and vote all shares of CSB that the undersigned
is entitled to vote at the 1999 Annual Meeting of CSB's
shareholders to be held at the Carlisle Village Inn, Walnut Creek,
Ohio 44687, on April 14, 1999 at 7:00 p.m., or on such other date
as such meeting is rescheduled, and at any adjournment thereof,
upon the matters indicated below and as described in the Proxy
Statement, as well as upon any other business properly coming
before the meeting.
At this time, it is not known whether there will be
cumulative voting for the election of directors at the meeting.
If any shareholder demands cumulative voting for the election of
directors at the meeting, your proxy will give the individuals
named above full discretion and authority to vote cumulatively and
in their sole discretion to allocate votes among any or all of the
nominees unless authority to vote for any or all of the nominees
is withheld.
1. Election of Directors. The Board of Directors has
nominated Douglas D. Akins, J. Thomas Lang and F.
Joanne Vincent, each for three-year terms, for
election as directors.
____ FOR the election of all nominees.
____ FOR, EXCEPT WITHHOLD AUTHORITY to vote for
the following nominee(s).
___________________________________________________
_____ WITHHOLD AUTHORITY to vote for all nominees.
2. In their discretion, to act upon such other business
as may properly come before the meeting.
This proxy, when properly executed, will be voted in the
manner directed herein by the undernamed shareholder. If no
direction is made, this proxy will be voted for election of all
nominees listed on the opposite side of this proxy.
We have indicated below the number of shares you own, based
upon our records. When shares are owned by more than one person,
all owners must sign. When signing as an attorney, executor or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
Please sign exactly as name(s) appears below.
_________________________________________________
Signature
_________________________________________________
Signature
Dated:___________________________, 1999
Please mark, date, sign and return this proxy card promptly using
the enclosed envelope.