8-K

UNITED STATES
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) June 24, 2011

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	0-21714	34-1687530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

91 North Clay Street, P.O. Box 232, Millersburg, Ohio	44654
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (330) 674-9015

Not Applicable
(Former Name or former address if changed since last report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EX-99.1

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 24, 2011, CSB Bancorp, Inc., (the “Company”) issued a press release announcing that The Commercial and Savings Bank of Millersburg, Ohio, the Company’s wholly-owned subsidiary (the “Bank”), entered into a Purchase and Assumption Agreement, dated as of June 23, 2011 (the “Purchase and Assumption Agreement”) with Premier Bank & Trust, National Association (“Premier”), a national banking association and wholly-owned subsidiary of Ohio Legacy Corp. to acquire certain assets and assume certain liabilities of two full-service branch offices of Premier located in Wooster, Ohio (the “Branch Acquisition”). Under the terms of the Agreement, the Bank will purchase specified assets of the branches, including real estate, furniture and equipment and approximately $8.5 million in loans, while assuming the deposits associated with the branches (which are anticipated to be between $70 and $77 million). The Bank has agreed to pay a premium of 5.0% of deposits assumed based on the average balance of deposits during a pre-determined period prior to the transaction closing date. The Branch Acquisition is subject to customary closing conditions, including receipt of applicable regulatory approvals. The Company intends to consummate the Branch Acquisition during the fourth quarter of 2011.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press release dated June 24 , 2011.

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 Bancorp, Inc.
	By:	/s/ Paula J. Meiler
		Paula J. Meiler
Date: June 24, 2011		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

The Commercial and Savings Bank Announces Agreement to Acquire
Wooster Branches of Premier Bank & Trust

Joint Press Release

MILLERSBURG AND NORTH CANTON, Ohio, June 24 , 2011 (OTC Bulletin Board: CSBB) (NASDAQ: OLCB) - Eddie Steiner, Chairman of The Commercial and Savings Bank (“CSB”), and Rick Hull, President and CEO of Premier Bank & Trust (“Premier”), today announced that CSB has entered into a definitive agreement with Premier to acquire certain assets and assume certain liabilities of Premier’s Wooster branches.

The transaction is subject to regulatory approval and other customary closing conditions and is expected to close in the fourth quarter of 2011. Under the terms and conditions of the transaction, CSB will acquire Premier’s two Wooster branch office locations and total loans of approximately $8.5 million, and will assume total deposits of approximately $80 million. The loans are primarily owner-occupied commercial real estate, commercial and industrial. The deposits are primarily core and time deposits, including checking, money market, savings accounts and certificates of deposit.

Steiner said in a statement, “This transaction will extend CSB’s retail banking presence into the Wooster market and complement our existing commercial banking and trust activities already serving the area. We are eager to begin serving many new customers and look forward to welcoming the Wooster staff to our CSB team.”

Hull stated, “The transaction with CSB fits our strategic plan, which is to concentrate our banking activities in our core market of Stark County, leaving us open to future expansion. We have been acquainted with the leadership at CSB for a number of years and we find them to be people of great integrity. We believe that having CSB as our successor in Wooster places our employees with a good company and our clients with a banking organization that will serve them well.”

About CSB Bancorp, Inc.

CSB is a wholly owned subsidiary of CSB Bancorp, Inc., a financial holding company headquartered in Millersburg, Ohio, with approximate assets of $445 million. CSB provides a complete range of banking and other financial services to consumers and businesses with fourteen banking centers in Holmes, Tuscarawas, Wayne and Stark counties and Trust offices located in Millersburg and Wooster, Ohio.

About Premier Bank & Trust

Premier is a wholly owned subsidiary of Ohio Legacy Corp, a bank holding company headquartered in North Canton, Ohio. Premier provides financial services to small businesses and consumers through four full-service banking locations in Canton and Wooster, Ohio, and a Wealth office in St. Clairsville, Ohio.

Forward-Looking Statement

This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Companies, as well as their operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Companies’ business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Companies’ periodic reports and registration statements filed with the Securities and Exchange Commission. The Companies undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.

Contact Information

Eddie L. Steiner	Rick Hull
Chairman	President and CEO
The Commercial and Savings Bank	Premier Bank & Trust
330-674-9015	330-244-2985