-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vva80BnNfGHsiSqLTIuFla7ARKPYI2g/2ESnsy3A1pB97QsVa1E36Y8IpSD/UDAq wui2D2W9mLd2cX2UI+1h9g== 0000743530-96-000130.txt : 19961224 0000743530-96-000130.hdr.sgml : 19961224 ACCESSION NUMBER: 0000743530-96-000130 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961223 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSB FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000940006 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 371336338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26650 FILM NUMBER: 96685287 BUSINESS ADDRESS: STREET 1: 200 S POPLAR ST STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 BUSINESS PHONE: 6185321918 MAIL ADDRESS: STREET 1: 200 S POPLAR STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant XX Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement XX Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-11(c)or Rule 14a-12 Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) CSB FINANCIAL GROUP, INC. (Name of Registrant as Specified in its Charter) CSB FINANCIAL GROUP, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): xx $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). 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: 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: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: CSB Financial Group, Inc. 200 South Poplar Street Centralia, Illinois 62801 (618) 532-1918 December 20, 1996 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of CSB Financial Group, Inc. to be held at 200 South Poplar Street, Centralia, Illinois, on Friday, January 10, 1997, at 10:00 a.m., Central Time. The attached Notice of the Annual Meeting and Proxy Statement describes the formal business to be transacted at the meeting. During the meeting, we will also report on the operations of the Corporation. Directors and officers of the Corporation, as well as a representative of McGladrey & Pullen, LLP, the Corporation's independent auditors, will be present to respond to any appropriate questions stockholders may have. To ensure proper representation of your shares at the Annual Meeting please sign, date, and return the enclosed proxy card in the enclosed postage-prepaid envelope as soon as possible even if you currently plan to attend the meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the meeting. Sincerely, CSB FINANCIAL GROUP, INC. /s/ K. Gary Reynolds - ------------------------------------- K. Gary Reynolds President and Chief Executive Officer CSB FINANCIAL GROUP, INC. 200 SOUTH POPLAR STREET CENTRALIA, ILLINOIS 62801 (618) 532-1918 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 10, 1997 NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the "Meeting") of CSB Financial Group, Inc. (the "Corporation") will be held at 200 South Poplar Street, Centralia, Illinois, on Friday, January 10, 1997, at 10:00 a.m., Central Time. The Meeting is for the purpose of considering and acting upon: 1. The election of two directors of the Corporation; and 2. Such other matters as may properly come before the Meeting or any adjournments thereof. The Board of Directors has fixed the close of business on December 10, 1996 as the record date for the determination of the stockholders entitled to vote at the Meeting and any adjournments thereof. You are requested to complete and sign the enclosed proxy card which is solicited by the Board of Directors and to mail it promptly in the enclosed envelope. BY ORDER OF THE BOARD OF DIRECTORS /s/ K. Gary Reynolds ------------------------------------- K. Gary Reynolds President and Chief Executive Officer Centralia, Illinois December 20, 1996 IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. PROXY STATEMENT OF CSB FINANCIAL GROUP, INC. 200 SOUTH POPLAR STREET CENTRALIA, ILLINOIS 62801 (618) 532-1918 ANNUAL MEETING OF STOCKHOLDERS JANUARY 10, 1997 GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CSB Financial Group, Inc. (the "Corporation") to be used at the Annual Meeting of Stockholders of the Corporation (the "Meeting"). The Meeting will be held at 200 South Poplar Street, Centralia, Illinois, on Friday, January 10, 1997, at 10:00 a.m., Central Time. The accompanying Notice of Meeting, this Proxy Statement and the Proxy Card are being first mailed to stockholders on or about December 20, 1996. The Corporation is the holding company for Centralia Savings Bank (the "Savings Bank"). Stockholders 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. A stockholder who has executed a proxy has the power to revoke it at any time before it is voted by delivering written notice of revocation to the Secretary of the Corporation at 200 South Poplar Street, Centralia, Illinois 62801, by executing and delivering a subsequently dated proxy, or by attending the Meeting and voting in person. Proxies solicited by the Board of Directors of the Corporation 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. A quorum of stockholders is necessary to take action at the Meeting. The presence, in person or by proxy, of the holders of a majority of the shares of Common Stock entitled to vote at the Meeting shall constitute a quorum. Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting and will be counted as present for purposes of determining whether a quorum is present. The expenses of solicitation, including the cost of printing and mailing, will be paid by the Corporation. Officers and employees of the Corporation may solicit proxies personally, by telephone or by telegram. The Corporation may also reimburse brokers, nominees and other fiduciaries for their reasonable expenses in forwarding proxy solicitation material to beneficial owners. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF Stockholders of record as of the close of business on December 10, 1996 (the"Record Date") are entitled to one vote for each share of common stock of the Corporation (the "Common Stock") then held. Stockholders are not permitted to cumulate their votes for the election of directors. As of the Record Date, the Corporation had 1,001,540 shares of Common Stock issued and outstanding. The following table sets forth, as of the Record Date, the number of shares of Common Stock beneficially owned by each person known by the Corporation to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, each director of the Corporation, the executive officer (who is also a director) named in the Summary Compensation Table below, and all directors and executive officers of the Corporation as a group. Amount and Nature of Percent of Common Name of Beneficial Owner Beneficial Ownership(1) Stock Outstanding Centralia Savings Bank, as 82,800(2) 8.27% Trustee Employee Stock Ownership Plan 200 South Poplar Street Centralia, Illinois 62801 Chiplease, Inc. 78,300(3) 7.82% c/o Mark Goldsher Goldsher & Goldsher 640 North LaSalle Street, Suite 300 Chicago, Illinois 60610 First Financial Fund, Inc. 74,600(4) 7.45% One Seaport Plaza - 25th Floor New York, New York 10292 John Hancock Advisers, Inc. 90,000(5) 8.99% 101 Huntington Avenue Boston, Massachusetts 02199 Wellington Management Company 74,600(6) 7.45% 75 State Street Boston, Massachusetts 02109 Wesley N. Breeze 7,500(7) 0.75% A. John Byrne 18,000(8) 1.80% Michael Donnewald 33,550 3.35% Larry M. Irvin 23,500(9) 2.35% W. Harold Monken 25,000(10) 2.50% K. Gary Reynolds 7,484(11) 0.75% All directors and executive 119,226 11.90% officers as a group (7 persons) - ------------------------------ (1) Unless otherwise indicated, the nature of beneficial ownership for shares shown in this column is sole voting and investment power. (2) The amount reported represents shares held by the Centralia Savings Bank Employee Stock Ownership Plan (the "ESOP"). The Savings Bank, as the trustee of the ESOP, may be deemed to beneficially own the shares held by the ESOP. Pursuant to the terms of the ESOP, the trustee is required to vote unallocated ESOP shares in accordance with directions from the employee benefits committee of the Savings Bank and to vote ESOP shares allocated to the accounts of participants in accordance with directions received from such participants. (3) Based on Schedule 13D dated March 11, 1996, and Amendment No. 1 thereto dated March 22, 1996. (4) Based on Schedule 13G dated February 7, 1996. All 74,600 shares are beneficially owned with sole voting and shared investment power. (5) Based on Schedule 13G dated January 26, 1996, which was also filed on behalf of The Berkley Financial Group, Inc. ("TBFG"), the parent corporation of John Hancock Advisers, Inc. ("JHA") and a wholly-owned subsidiary of John Hancock Asset Management ("JHAM"); JHAM, a wholly-owned subsidiary of John Hancock Subsidiaries, Inc. ("JHS"); JHS, a wholly-owned subsidiary of John Hancock Mutual Life Insurance Company ("JHMLIC"); and JHMLIC. The address of TBFG is the same as the above address of JHA. The address of JHAM, JHS and JHMLIC is John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117. (6) Based on Schedule 13G dated February 9, 1996. All 74,600 shares are beneficially owned with no voting and shared investment power. (7) Of the 7,500 shares reported as beneficially owned by Wesley N. Breeze, 6,928 are held in joint tenancy with Robyn D. Breeze, his wife, and 572 are held by Robert W. Baird & Co., Inc. in trust for the benefit of Wesley N. Breeze and Robyn D. Breeze. (8) Of the 18,000 shares reported as beneficially owned by A. John Byrne, 1,000 are held by Robert W. Baird & Co., Inc. in trust for the benefit of Catherine S. Byrne, his wife, 12,500 are held by the Dwight P. Friedrich Trust for which Mr. Byrne acts as trustee with shared voting and investment power with respect to such shares and 2,000 are held by the Dwight P. Friedrich Family Trust for which Mr. Byrne acts as trustee with shared voting and investment power with respect to such shares. (9) Of the 23,500 shares reported as beneficially owned by Larry M. Irvin, 11,200 are held by Sylvia Irvin, his wife, 1,250 are held by Mathew Irvin, his son, 1,000 are held by Cecil Irvin, his father, and 50 are held in joint tenancy by Sylvia Irvin and her son, a minor. (10) Of the 25,000 shares reported as beneficially owned by W. Harold Monken, 14,503 are held in joint tenancy with Jan Monken, his wife, and 5,245 are held by Robert W. Baird & Co., Inc. in trust for the benefit of Jan Monken. (11) Of the 7,484 shares reported as beneficially owned by K. Gary Reynolds, 313 are held in joint tenancy by Jeanette Reynolds, his wife, and Gregory Reynolds, his son, and 313 are held by Jeanette Reynolds as custodian for Kristen Reynolds, his daughter. PROPOSAL I - ELECTION OF DIRECTORS The Corporation's Board of Directors consists of six members. The Corporation's Certificate of Incorporation provides that directors are elected for terms of three years, one-third of whom are elected annually. Two directors will be elected at the Meeting to serve for a three-year period, or until their respective successors have been elected and qualified. The Board of Directors has nominated for election as directors Wesley N. Breeze and Larry M. Irvin. Directors Breeze and Irvin have both been members of the Board of Directors of the Corporation since its formation in December, 1994. Each director of the Corporation, including each director nominee, is also a director of the Savings Bank. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominees as the Board of Directors may recommend, or the Board of Directors may amend the Bylaws and reduce the size of the Board. At this time, the Board knows of no reason why any nominee might be unavailable to serve. The two individuals receiving the highest number of votes cast will be elected as directors of the Corporation. The following table sets forth as to each nominee and director continuing in office, his name, age, principal occupation and the year he first became a director of the Corporation. Unless otherwise indicated, the principal occupation listed for each person below has been his occupation for the past five years. Year First Year Principal Became Term Name Age(1) Occupation Director(2) Expires - ------------------------------------------------------------------------------ DIRECTOR NOMINEES Wesley N. Breeze 54 Owner and operator of Byrd Watson 1986 1997 Drug Store, Centralia, Illinois Larry M. Irvin 55 Vice President of Savings Bank 1983 1997 since 1994 and owner and operator of Irvin Funeral Homes, Ltd., Centralia, Illinois DIRECTORS CONTINUING IN OFFICE Michael Donnewald 43 President of Donnewald 1990 1998 Distributing Co., Centralia, Illinois W. Harold Monken 57 Chairman of the Board of Savings 1983 1998 Bank since 1994 and an auto dealer in Centralia, Illinois A. John Byrne 65 Retired since 1996. Prior to 1988 1999 that time he was an accountant with accounting firm of Glass & Shuffet, Ltd., Centralia, Illinois K. Gary Reynolds 45 President and Chief Executive Officer 1994 1999 of the Corporation and Savings Bank since 1994. Prior to that time, he was an examiner with the Office of the Comptroller of the Currency. - -------------------- (1) At December 1, 1996. (2) Includes prior service on the Board of Directors of the Savings Bank. The Board of Directors recommends a vote "FOR" the election of Directors Breeze and Irvin for a term of three years. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The Boards of Directors of the Corporation and the Savings Bank conduct their business through meetings of the full Boards and through meetings of committees of the Board. During the fiscal year ended September 30, 1996, the Board of Directors of the Corporation held 11 meetings, and the Board of Directors of the Savings Bank held 18 meetings. Other than Wesley N. Breeze, no director of the Corporation or the Savings Bank attended fewer than 75% of the total meetings of the Boards and committee meetings on which such Board member served during this period. The Corporation does not maintain any standing audit, nominating or compensation committee of its Board of Directors. The full Board acts on all matters relating to its audit function and the nomination of individuals for election as directors. Because all employees of the Corporation and the Savings Bank are compensated only at the Savings Bank level, all matters relating to compensation are addressed by the Savings Bank's Board of Directors, with the exception that matters relating to the Corporation's 1995 Stock Option and Incentive Plan and its Management Development and Recognition Plan are addressed by the Corporation's Option Plan Committee and Management Recognition Plan Committee, respectively. The Option Plan Committee is comprised of Messrs. Breeze, Byrne and Monken. The Management Recognition Plan Committee is comprised of Messrs. Breeze, Byrne and Monken. Each of these committees met one time during the fiscal year ended September 30, 1996. EXECUTIVE COMPENSATION Summary Compensation Information. The following table sets forth compensation information for the fiscal years ended September 30, 1996 and 1995 and August 31, 1994 with respect to the Corporation's and the Savings Bank's Chief Executive Officer. The amounts reflected in the table were paid by the Savings Bank for services rendered to the Savings Bank. Officers of the Corporation do not receive any additional compensation for serving in such capacities. No officer or employee of the Savings Bank received compensation in excess of $100,000 in the fiscal year ended September 30, 1996. The person named in the table is sometimes referred to herein as the "named executive officer." Annual Compensation Name and Other Annual All Other Principal Position Year Salary Bonus Compensation Compensation - ------------------------------------------------------------------------------ K. Gary Reynolds 1996 $70,640 $2,500 -- $18,914(2) President and Chief 1995 $67,275 -- -- -- Executive Officer 1994 $21,122(1) $541 -- -- - -------------------- (1) Mr. Reynolds was appointed President and Chief Executive Officer of the Savings Bank effective May 1, 1994. The compensation reflected under salary includes compensation paid to Mr. Reynolds from May 1, 1994 through August 31, 1994 (the Savings Bank's fiscal year end in 1994), but does not include fees paid to Mr. Reynolds in his capacity as a director. Assuming Mr. Reynolds had served as President and Chief Executive Officer for the entire fiscal year, his base annual salary would have been $65,000. Mr. Reynolds received compensation in the amount of $5,606 for the one month period ended September 30, 1994. (2) All other compensation for 1996 includes an ESOP allocation of 1,233 shares at $9.50 per share or approximately $11,714 at the date of allocation and $7,200 in directors' fees. Employment Agreement. The Savings Bank entered into an employment agreement with K. Gary Reynolds, effective January 1, 1995. The employment agreement provides that Mr. Reynolds will be employed for a term expiring on November 30 of each year (the "Anniversary Date") beginning November 30, 1995. The term of the agreement will be automatically renewed for another one-year period, unless the Board of Directors of the Savings Bank has given Mr. Reynolds 90 days' notice prior to an Anniversary Date of its intent not to renew the employment agreement. Under such circumstances, the employment agreement will expire on the next Anniversary Date. Under the employment agreement, the base salary for Mr. Reynolds will be $67,275 per year. Mr. Reynolds will be entitled to receive annually an increase in his base salary in an amount at least equal to the average percentage increase, if any, granted to other officers and employees of the Savings Bank. In addition to base salary, the agreement provides for participation in any group health, medical, hospitalization, dental care, sick leave pay, life insurance, or death benefit and disability plan offered by the Savings Bank to its employees. The agreement also provides for participation in the ESOP, the Corporation's Management Recognition Plan and the Corporation's Stock Option Plan. The employment agreement provides for continuing benefits in the event Mr. Reynolds is terminated, or his employment agreement is not renewed, other than for "cause" (as defined in the employment agreement). In such instances, Mr. Reynolds will receive severance pay equal to 12 months of his base salary. If Mr. Reynolds is terminated after a change in control but during the term of the employment agreement and prior to January 1, 2002, then the Savings Bank will pay to Mr. Reynolds a sum equal to his last two years of base compensation. A "change of control" is defined in the employment agreement as the acquisition of more than 25% of the Savings Bank's or the Corporation's outstanding common stock, or the equivalent in voting power of any class or classes of outstanding capital stock of the Savings Bank, by any corporation, person or group. The employment agreement further provides that, within 24 months of a change of control, Mr. Reynolds may elect to treat any substantial change in his duties and responsibilities, made without his consent, or any material reduction in his compensation, as a termination resulting from a change of control. DIRECTORS' COMPENSATION All non-officer directors of the Savings Bank receive a fee of $800 for each regular monthly meeting of the Board they attend. Directors who are officers of the Savings Bank receive a fee of $500 for each regular monthly meeting of the Board they attend. No fees are paid for attending committee meetings. Directors of the Corporation do not receive any fees in consideration of their service. TRANSACTIONS WITH MANAGEMENT The Savings Bank makes loans to executive officers and directors of the Savings Bank and their affiliates in the ordinary course of its business. Such loans to executive officers, directors and their affiliates are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time the transaction is originated for comparable transactions with nonaffiliated persons and do not, in the opinion of the Savings Bank's management, involve more than the normal risk of collectibility or present any other unfavorable features. As of September 30, 1996, approximately $435,000 of loans were outstanding from the Savings Bank to executive officers and directors of the Savings Bank and their affiliates. AUDITORS The Board of Directors has selected McGladrey & Pullen, LLP, independent public accountants, to be the Corporation's auditors for the 1997 fiscal year. A representative of McGladrey & Pullen, LLP is expected to be present at the Meeting to respond to appropriate questions of stockholders and to make a statement if he desires. McGladrey & Pullen, LLP was retained as the principal accountants of the Corporation on April 11, 1996. The Corporation dismissed its former principal accountants, Larsson, Woodyard & Henson, LLP, effective January 19, 1996. During the two most recent fiscal years of the Corporation there were no disagreements with the former accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants would have caused them to make reference in connection with their report to the subject matter of the disagreements. The reports of the former principal accountants on the financial statements of the Corporation or the Savings Bank for either of the two prior fiscal years contained no adverse opinion or disclaimer of opinion, nor was either qualified or modified as to uncertainty, audit scope or accounting principles. The decision to change accountants was approved by the Board of Directors of the Corporation. OTHER MATTERS The Board of Directors of the Corporation is not aware of any business to come before the Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person or persons voting the proxies. The Corporation's Annual Report to Stockholders, including financial statements, has been mailed with this Proxy Statement to all stockholders of record as of the close of business on December 10, 1996. The Annual Report to Stockholders is not to be treated as part of the proxy solicitation material or as having been incorporated herein by reference. NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS OF DIRECTORS Any stockholder wishing to nominate an individual for election as a director must comply with certain provisions in the Corporation's Certificate of Incorporation. The Corporation's Certificate of Incorporation establishes an advance notice procedure with regard to the nomination, other than by or at the direction of the Board of Directors of the Corporation, of candidates for election as directors. Generally, such notice must be delivered to or mailed to and received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 40th day nor earlier than the close of business on the 70th day prior to the first anniversary of the preceding year's annual meeting. The stockholder must also comply with certain other provisions set forth in the Corporation's Certificate of Incorporation relating to the nomination of an individual for election as a director. For a copy of all the provisions in the Corporation's Certificate of Incorporation relating to the nomination of an individual for election as a director, an interested stockholder should contact the Secretary of the Corporation at 200 South Poplar Street, Centralia, Illinois 62801. NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS Any stockholder wishing to bring business before an annual meeting must comply with certain provisions in the Corporation's Bylaws. The Corporation's Bylaws establish an advance notice procedure with regard to certain matters to be brought before an annual meeting of stockholders of the Corporation other than by or at the direction of the Board of Directors of the Corporation. Such notice must be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 40th day nor earlier than the close of business on the 70th day prior to the first anniversary of the preceding year's annual meeting. The stockholder must also comply with certain other provisions set forth in the Corporation's Bylaws relating to the bringing of business before an annual meeting. For a copy of all the provisions in the Corporation's Bylaws relating to the bringing of business before an annual meeting, an interested stockholder should contact the Secretary of the Corporation at 200 South Poplar Street, Centralia, Illinois 62801. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely on a review of copies of Form 3, 4 and 5 beneficial ownership reports and amendments thereto furnished to the Corporation, and written representations that no other reports were required, the Corporation believes that its directors, officers and greater than 10% stockholders complied with all applicable requirements of Section 16(a) of the Exchange Act during the fiscal year ended September 30, 1996, with the exception that (i) Wesley N. Breeze, A. John Byrne, Michael Donnewald, Larry M. Irvin, W. Harold Monken, K. Gary Reynolds and Stephen J. Greene filed Form 4's late in connection with their initial purchases of Common Stock of the Corporation upon the conversion of the Savings Bank from mutual to stock form, (ii) Messrs. Breeze, Byrne, Donnewald, Irvin and Monken filed Form 5's late in connection with awards under the Corporation's Stock Option and Incentive Plan and Management Development and Recognition Plan and (iii) Messrs. Reynolds and Greene filed Form 5's late in connection with ESOP awards. INCLUSION OF STOCKHOLDER PROPOSALS IN PROXY MATERIALS In order to be eligible for inclusion in the Corporation's proxy materials for next year's Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at the Corporation's main office at 200 South Poplar Street, Centralia, Illinois, no later than August 22, 1997. Any such proposal shall be subject to the requirements of the proxy rules adopted under the Exchange Act. FORM 10-KSB A COPY OF THE FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO K. GARY REYNOLDS, PRESIDENT, CSB FINANCIAL GROUP, INC., 200 SOUTH POPLAR STREET, CENTRALIA, ILLINOIS 62801. REVOCABLE PROXY CSB FINANCIAL GROUP, INC. XX PLEASE MARK VOTES AS IN THIS EXAMPLE THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CSB FINANCIAL GROUP, INC. The undersigned hereby appoint(s) Michael Donnewald and A. John Byrne, or either of them, as proxies for the undersigned, with full power of substitution, to act and to vote all the shares of common stock of CSB Financial Group, Inc. that the undersigned would be entitled to vote if personally present at the annual meeting of stockholders to be held at 200 South Poplar Street, Centralia, Illinois on January 10, 1997, or at any adjournments or postponements thereof. Said proxies are directed to vote as instructed on the matters set forth below and otherwise at their discretion. Receipt of a copy of the notice of said meeting and proxy statement are hereby acknowledged. Withhold For All 1. The election as directors of all nominees For Authority Except listed below (except as marked to the contrary below): Wesley N. Breeze; Larry M. Irvin INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below. - ------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES. PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE. Please be sure to sign and date this Proxy in the box below. Date - ----------------- - ------------------------------------------- Stockholder sign above -------Co-holder (if any) sign above IMPORTANT: Please sign exactly as your name or names appear on this proxy card. If stock is held jointly, all joint owners must sign. Executors, administrators, trustees, guardians, custodians, corporate officers and others signing in a representative capacity should put their full title. -----END PRIVACY-ENHANCED MESSAGE-----