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(Name of Registrant as Specified In Its Charter)
The Committee of Concerned CSB Shareholders for a Better Bank
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Concerned CSB Shareholders for a Better Bank
An Open Letter to the Shareholders
of CSB Bancorp, Millersburg, Ohio
Dear Fellow Shareholders:
I have been a shareholder of CSB Bancorp, Inc. for almost 40 years, and I
support our local bank, The Commercial and Savings Bank of Millersburg, Ohio.
However, recently I have become deeply concerned about the financial strength
and viability of CSB. The bank has experienced severe loan losses that forced
CSB to enter into a written agreement with the Federal Reserve Bank of Cleveland
and the Ohio Division of Financial Institutions last November. The agreement
requires additional regulatory oversight of the bank's operations. Because of
the bank's continued poor performance, the regulators have prohibited CSB from
paying dividends to its shareholders for the last two quarters. Most recently,
CSB announced that its loan levels and income continued to fall through the
first quarter of this year. Over the past year we have watched as our stock lost
almost half of its value while the Board and management floundered.
Ted W. DeHass, Don E. Sprankle and I formed The Committee of Concerned CSB
Shareholders because of the overwhelming dissatisfaction with CSB's Board felt
by shareholders with whom we have met. Jeffery A. Robb, Sr., Gloria J. Miller,
Darwin L. Snyder and Victor R. Snyder subsequently joined our Committee. We have
repeatedly requested information from CSB's management and lawyers to determine
the extent of the bank's difficulties and have met with the bank's executive
committee, but our efforts to affect positive change have been rebuffed. We hold
the incumbent Board of Directors responsible for the bank's dismal performance
and do not believe that the Board members that led the bank into ruin should
remain at the helm of your bank. Therefore, I have nominated Jeffery A. Robb,
Sr. for election to the Board at the annual meeting of shareholders which is
scheduled for July 25, 2001.
Mr. Robb has more than 30 years of experience in the banking industry. He is the
President and Chief Executive Officer of Robb Companies, Inc., providing
consulting services to financial institutions and specializing in strategic
planning, regulatory issues and mergers and acquisitions. Mr. Robb is also a
certified public accountant and previously served as a director of the Federal
Reserve Bank of Cleveland, Chairman of the Board of Croton Banking Company,
Croton, Ohio, and Executive Director of the Community Bankers Association of
Ohio.
We believe that CSB's Board and management have failed to formulate and
implement a business plan and strategy to keep the bank financially sound. The
election of an independent, highly qualified individual to serve as a director
of CSB would greatly enhance the bank's prospects and provide management with
the fresh perspective necessary to increase profitability and maximize
shareholder value. We believe that CSB can flourish as an independent bank and
continue to serve our community under proper leadership.
(over)
You have a choice. You don't have to vote for the incumbent Board or simply
throw away the current Board's proxy card in protest over the bank's poor
performance. We are preparing proxy materials which we will mail, with a blue
proxy card, to all CSB shareholders. You will have the opportunity to vote for
Mr. Robb, who is committed to reversing the dramatic decline in shareholder
value that has occurred at your bank under the direction of incumbent Board of
Directors. Mr. Robb will represent your interests -- not those of the incumbent
directors.
If you receive CSB's proxy materials before ours, we urge you not to take any
action until you have received and reviewed our materials. Do not sign any proxy
card solicited by the incumbent Board of Directors. You must sign our blue proxy
card if you want to support Mr. Robb.
Your vote at this year's Annual Meeting will determine the future direction of
your bank and your investment. Exercise your democratic right as an owner of
CSB. Look for our proxy materials and vote the blue proxy card for a better
bank!
If you have any questions please contact us at P.O. Box 170, Millersburg, Ohio
44654, or toll-free at 800-276-8169. We look forward to hearing from you and
working on your behalf for a better bank.
Respectfully Submitted,
/s/ Richard G. Elliott
Richard G. Elliott June 25, 2001
Chairman of The Committee of Concerned
CSB Shareholders for a Better Bank
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IMPORTANT
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This letter is not a solicitation of your proxy; we intend to solicit
your proxy by delivering to you a proxy statement with accompanying
blue proxy card. We strongly encourage you to read our proxy
statement, which will contain information important to your decision.
A copy of our proxy statement will be sent directly to you and will
also be available for free at the SEC's website (www.sec.gov). In
addition, our recent Schedule 13D filings are available for free on
the SEC's website; these filings contain additional information
regarding the members of the Committee, including details of their
CSB stock ownership. You may also contact us directly to obtain free
copies of any of these documents.
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