UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CSB Bancorp, Inc.
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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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
Concerned CSB Shareholders for a Better Bank
To the Shareholders of
CSB Bancorp, Inc., Millersburg, Ohio
Dear Fellow Shareholders:
I have been a shareholder of CSB Bancorp for almost 40 years, and I support our
local bank, The Commercial and Savings Bank of Millersburg, Ohio. However, 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. 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.
We formed The Committee of Concerned CSB Shareholders because of the
overwhelming dissatisfaction with CSB's Board felt by shareholders with whom we
have met. 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 or their hand-picked replacements 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.
Please read our attached proxy statement for more information about our
Committee and Mr. Robb.
Mr. Robb has extensive experience in the banking industry. We believe that Mr.
Robb's election will 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.
Exercise your democratic right as an owner of CSB. Vote to support our nominee
Mr. Robb and help bring a change of direction to your bank. 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. 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,
Richard G. Elliott [Mailing Date]
Chairman of The Committee of Concerned
CSB Shareholders for a Better Bank
Concerned CSB Shareholders for a Better Bank
Preliminary Proxy Statement
In Opposition to the Board of Directors of
CSB Bancorp, Inc.
Annual Meeting of Shareholders
Scheduled for July 25, 2001
The Committee of Concerned CSB Shareholders is providing you with this proxy
statement in connection with our solicitation of proxies to be used at the
Annual Meeting of Shareholders of CSB Bancorp scheduled to be held on Wednesday,
July 25, 2001, and at any adjournments or postponements of the meeting. The
meeting will be held at The Commercial and Savings Bank of Millersburg, 91 North
Clay Street, Millersburg, Ohio 44654 at 10:00 A.M.
We are sending this proxy statement and the accompanying blue proxy card to
CSB's shareholders on or shortly after [mailing date]. We may solicit proxies
by mail, advertisement, fax, telephone or in person. Any of the members of the
Committee and any of their regular employees may solicit proxies. Our total
expenditures to date for this solicitation have been approximately $8,000, and
we expect to spend approximately $12,000 in total. We will not ask CSB to
reimburse our expenses if we are successful, although we may ask for voluntary
contributions from other shareholders to defray our actual costs.
Why We Are Soliciting Your Proxy
Richard G. Elliott, Ted W. DeHass and Don E. Sprankle formed The Committee of
Concerned CSB Shareholders for a Better Bank because of the overwhelming
dissatisfaction felt by CSB's shareholders with the bank's Board of Directors
due, in part, to the sharp decline in the value of CSB stock. Jeffery A. Robb,
Sr., Gloria J. Miller, Darwin L. Snyder and Victor R. Snyder subsequently joined
our Committee. Please see The Committee below for more information about our
Committee. We support our local bank, but 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. Look at the
stock performance graph on page [_] of management's own proxy statement. Are you
pleased that your CSB stock has less than half the value it would if you had
invested your money in the S&P 500 or Nasdaq Bank Stock Index?
We have repeatedly requested information from CSB's management and lawyers to
determine the extent of the bank's difficulties, including an independent
management assessment of the bank's Board of Directors recently prepared by
Young & Associates as required by the Federal Reserve and Division of Financial
Institutions. We have also 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 without change. Nor do we know if we
should have confidence in all the new directors appointed by the old. Therefore,
we have nominated Jeffery A. Robb, Sr. for election to the Board of Directors.
We trust that Mr. Robb will represent you, the shareholders of CSB.
Mr. Robb has 30 years of focused 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, troubled banks and mergers and acquisitions. Mr.
Robb, age 51, is also a certified public accountant and Vietnam veteran. He
previously served as a director of the Federal Reserve Bank of Cleveland,
Executive Director of the Community Bankers Association of Ohio, Chairman of the
Board of the National Deposit Insurance Corporation, Columbus, Ohio, and
Chairman of the Board of Croton Banking Company, Croton, Ohio.
The incumbent Board has refused to support Mr. Robb's nomination and we have
been left with no alternative but to solicit your proxy to vote for Mr. Robb and
in opposition to the incumbent Board members. Please see Voting and Quorum at
the Annual Meeting, below. If elected, Mr. Robb would serve for a term of three
years and receive only that compensation normally payable to an independent
member of the bank's Board.
If elected, Mr. Robb will work with CSB's Board and management to strengthen the
bank and enhance shareholder value. He intends to implement a continuous,
effective shareholder relations program to keep shareholders informed about
their bank. In addition, Mr. Robb will seek to change the nomination process
that led to the creation of a stagnant Board that had to be forcibly revised by
the regulators. Once elected to the Board, Mr. Robb will also use the detailed
financial and operational information available to him as a director to develop
specific plans to reach our goals of increasing profitability and enhancing
shareholder value.
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
Board's failure to cooperate with us in our efforts further strengthens our
conviction that CSB's shareholders have stood by long enough while the Board's
management of the bank has caused a steady decline in shareholder value. We are
not seeking to terminate CSB employees simply for the sake of cutting costs; our
grievance is with the Board, not the staff at the bank. And we are not
attempting to benefit ourselves at the expenses of
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any other shareholder. Instead, we are seeking to create value for all
shareholders. We believe that Mr. Robb's election will 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.
Voting and Quorum at the Annual Meeting
You may vote in person or by proxy at the annual meeting. If you give your
proxy, you may revoke it at any time by providing written notice of your
revocation to CSB, filing a duly executed proxy card bearing a later date, or by
coming to the meeting and voting in person. Each share is entitled to one vote,
together with the right to cumulate votes, in electing directors.
Who Can Vote at the Annual Meeting
Shareholders who owned shares of CSB at the close of business on June 11, 2001,
the record date set by CSB, are entitled to vote at the annual meeting.
According to CSB's proxy statement, as of the record date, there were
2,624,372.2953 shares of CSB's common stock outstanding. A majority of the
outstanding shares must be represented at the meeting for a quorum.
Election of Directors
CSB's Board has ten directors. However, because CSB has a staggered board with
three "classes," the terms of only three directors -- John R. Waltman, Phillip
W. Smith, Jr. and Samuel M. Steimel -- will expire at the annual meeting. We
propose that you elect our nominee Jeffery A. Robb, Sr. as one of the three
directors to be elected at the meeting. If elected, Mr. Robb would hold office
for three years. Mr. Robb has agreed to serve as a director, but if for any
reason he is unable to serve, the persons named as proxies on our proxy card
will vote for the election of a substitute nominee that we propose.
The three nominees receiving the greatest number of notes will be elected as
directors. Proxies which are marked "withhold authority" or on which a broker
has indicated a lack of discretionary authority will be counted as present for
the purpose of determining a quorum, but will not be voted in the election of
directors.
CSB shareholders have the right to cumulate their votes in the election of
directors and we have given notice as required by law that cumulative voting
will be used at the meeting. This means that each share that you hold is
multiplied by the number of directors being elected, which in this case is
three. Your total votes may then be cast for any one nominee or distributed
among the nominees. We intend to cumulate votes for Mr. Robb to assure his
election to CSB's Board of Directors. If all of CSB's shareholders attend or are
represented by proxy at the annual meeting, the holders of 656,095 shares must
cast their cumulated votes in favor of Mr. Robb to assure his election. Members
of the Committee own 233,036 shares, or approximately 8.9% of the total shares
eligible to be voted at the annual meeting. Please see The Committee, below for
details about the Committee members' stock ownership.
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We are soliciting the discretionary authority to cumulate votes, and the persons
named as proxies on our proxy card will have the authority to cumulate votes at
their discretion. If we receive more votes than are necessary to elect Mr. Robb,
we may cast these additional votes for the election of one or more of the
nominees proposed by CSB. We have not determined the order of priority in which
we will cast our cumulative votes, reserving that judgment until the time of the
meeting when we will establish our strategy based on the number of votes we
hold.
Voting by Proxy
We will vote the accompanying blue proxy card in accordance with your
instructions. You may withhold your vote from any of the director candidates by
striking his name from the list provided on the card. If you sign and date our
blue proxy card, but do not make any specific choices, we will cumulate and vote
your shares for Mr. Robb, and any of CSB's nominees that we consider
appropriate. If any other matters are presented at the annual meeting, our
proxies will vote your shares in accordance with their best judgment. We are not
aware of any other matters that will be acted upon at the meeting.
Your Vote Is Important
Your vote is important. No matter how many or how few shares of CSB you own,
please vote for Mr. Robb by signing, dating and mailing the enclosed blue proxy
card today in the provided envelope so that we will receive it prior to the July
25 meeting. Do not return the [white] proxy card sent to you by CSB's Board of
Directors. Even if you mark "withhold" on the Board's [white] proxy card as a
protest against the incumbent Board, you vote will not count for Mr. Robb. You
can only vote for Mr. Robb on the blue proxy card.
If you have already returned a Board of Directors' proxy card before receiving
our proxy statement, you have every right to change your vote by signing and
returning the enclosed blue proxy card. Only your latest dated properly executed
proxy will count at the annual meeting. Make certain that your most recent proxy
is our blue proxy.
If your shares are held for you by a bank or brokerage firm, your broker cannot
vote your shares unless he or she receives your specific instructions. Please
call your bank or broker and instruct your representative to vote for Mr. Robb
on the blue proxy card.
If you have any questions about how to vote your shares or in changing your
vote, please contact us at 800-276-8169. If you are a registered shareholder,
you may also fax both sides of your signed proxy card to us at 330-674-4914.
Time is short. Please vote today!
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The Committee
Richard G. Elliott, Ted W. DeHass and Don E. Sprankle formed The Committee of
Concerned CSB Shareholders because of the overwhelming dissatisfaction felt by
CSB's shareholders with the bank's Board of Directors due to the sharp decline
in the value of CSB's shares. Jeffery A. Robb, Sr., Gloria J. Miller, Darwin L.
Snyder and Victor R. Snyder subsequently joined our Committee.
Mr. Elliott is a self-employed stock broker. Mr. DeHass is President and Chief
Executive Officer of Castle Nursing Homes, Inc. Castle Nursing Homes operates
four nursing home facilities in central Ohio and is headquartered at 434 N.
Washington Street, Millersburg, Ohio 44654. Mr. Sprankle is a print consultant
to Schlabach Printers, located at 2881 State Route 93, Sugarcreek, Ohio 44681.
Mr. Robb is the President of Robb Companies, Inc., a bank consulting company,
P.O. Box 905, Millersport, Ohio 43046. Ms. Miller is a retired nurse. Mr. Darwin
Snyder is President of Darwin Snyder Tire, located at 7274 Country Road 623,
Millersburg, Ohio 44654. Mr. Victor Snyder owns Vic Snyder Oil, located at 7734
State Route 39, Millersburg, Ohio 44654. The Committee's mailing address is P.O.
Box 170, Millersburg, Ohio 44654.
By forming The Committee of Concerned CSB Shareholders for a Better Bank, the
Committee members are considered to be a "group," as described in Rule 13d-
5(b)(1) of the Exchange Act. Because the Committee is considered a "group," the
Committee is deemed to have acquired beneficial ownership, for purposes of (S)
13(d) of the Exchange Act, of all of the CSB shares held by the Committee
members. In addition, each of the Committee members may be deemed to share
indirect beneficial ownership of the CSB shares owned by each of the other
Committee members because of the formation of the Committee. However, each of
the Committee members disclaims any indirect beneficial ownership of shares
owned by the other members resulting solely from the existence of the Committee.
Based on CSB's proxy statement, there are 2,624,372.2953 shares of CSB's common
stock outstanding. The number and percentage of shares beneficially owned by
the Committee members is as follows:
Shares Percentage
----------------- ------------
Richard G. Elliott 126,000 4.8%
Ted W. DeHass 2,744 0.1%
Don E. Sprankle 3,266.9263 0.1%
Jeffery A. Robb, Sr. 100 0.004%
Gloria J. Miller 12,812 0.5%
Darwin L. Snyder 17,219.6685 0.7%
Victor R. Snyder 70,894 2.7%
----------------- ------------
The Committee 233,036.5948 8.9%
================= ============
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Mr. Elliott owns 3,900 of his shares jointly with his mother, Catherine L.
Elliott. 2,156.9711 of the shares beneficially owned by Mr. Sprankle are held by
his wife, Arlene L. Sprankle. 20.9218 of the shares beneficially owned by Darwin
Snyder are held jointly with his daughter, Brianna D. Snyder, and 231.3922 of
the shares are held by his wife, Joan C. Snyder. Victor Snyder owns all of his
shares jointly with his wife, Mosella K. Snyder. Otherwise, each of the
Committee members has the sole power to vote and to dispose, or to direct the
disposition of, his or her shares of CSB stock.
Other than as described below, none of the Committee members has bought or sold
any CSB stock during the last two years. Mr. Robb purchased 100 shares on
December 15, 2000 for $18.50 a share. Mr. Sprankle participates in the bank's
dividend reinvestment plan and on February 1, 2000 sold 1,029 shares for $32 a
share. Darwin Snyder also participates in the dividend reinvestment plan and
sold 4,199 shares for $16 a share on December 30, 2000, bought 2,000 for $16 on
February 7, 2000, and bought 400 on November 15, 1999 for $32.
None of the Committee members is, or was within the last year, a party to any
agreement relating to CSB's stock, other than Mr. Elliott, who has pledged
60,000 of his CSB shares to the Killbuck Savings Bank to secure a $300,000 loan.
In addition, none of the Committee members or any of their associates have any
agreement with any person relating to employment at the bank or with respect to
any future transactions with the bank.
Additional Information
CSB's proxy statement contains additional information regarding CSB's nominees
for election to the Board, the other directors and officers of CSB, committees
of the Board, and the eligibility requirements for shareholder proposals
intended to be submitted at CSB's 2002 annual meeting of shareholders.
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Your Vote is Important
The Annual Meeting is July 25 -- Don't Delay!
Your vote is important. No matter how many or how few shares of CSB you own,
please vote for our nominee, Jeffery A. Robb, Sr. by signing, dating and mailing
the enclosed blue proxy card today in the provided envelope so that we will
receive it prior to the July 25 meeting. Do not return the [white] proxy card
sent to you by CSB's Board of Directors. Even if you mark "withhold" on the
Board's [white] proxy card as a protest against the incumbent Board, you vote
will not count for Mr. Robb. You can only vote for Mr. Robb on the blue proxy
card.
If you have already returned a Board of Directors' proxy card before receiving
our proxy statement, you have every right to change your vote by signing and
returning the enclosed blue proxy card. Only your latest dated properly
executed proxy will count at the annual meeting. Make certain that your most
recent proxy is our blue proxy.
If your shares are held for you by a bank or brokerage firm, your broker cannot
vote your shares unless he or she receives your specific instructions. Please
call your bank or broker and instruct your representative to vote for Mr. Robb
on the blue proxy card.
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. Vote the blue proxy card for a better bank!
If you have any questions about how to vote your shares or in changing your
vote, please contact us at 800-276-8169. If you are a registered shareholder,
you may also fax both sides of your signed proxy card to us at 330-674-4914.
Time is short. Please vote today!
Proxy Card for 2001 Annual Meeting
Of the Shareholders of CSB Bancorp, Inc.
Solicited by Concerned CSB Shareholders for a Better Bank
In Opposition to the Incumbent Board of Directors
This proxy will be voted in accordance with your instructions specified below.
If you do not give any specific instructions, this proxy will confer
discretionary authority and will be voted FOR the election of the Committee's
nominee Mr. Robb. In addition, the proxies are authorized to vote in their
discretion for any substitute nominees as the proxies may select if any nominee
named below is unable to serve and on any other matters that may properly come
before the meeting.
Shareholders have the right to vote cumulatively in the election of directors
and we intend to invoke our right to cumulate our votes for the election of our
nominee at the annual meeting. If we receive more votes than are necessary to
elect our nominee, we may cast these additional votes for the election of one or
more of the nominees proposed by CSB. This proxy card gives our proxies full
discretionary 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 below.
Please mark an "X" in the appropriate box below. We recommend that you vote FOR
our nominee Mr. Robb.
[_] FOR Jeffery A. Robb, Sr.
You may withhold authority to vote for any individual nominee by lining through
or otherwise striking out that nominee's name in the list below.
Jeffery A. Robb, Sr. John R. Waltman Phillip W. Smith, Jr. Samuel M. Steimel
The undersigned hereby appoints Richard G. Elliott, Ted W. DeHass and
Christopher J. Hubbert, Esq., and each of them, with full power of substitution,
as proxies to vote, as indicated above, for and in the name of the undersigned
all shares of CSB Bancorp, Inc. that the undersigned is entitled to vote at the
Annual Meeting of Shareholders of CSB scheduled to be held on Wednesday, July
25, 2001 at 10:00 A.M. at 91 North Clay Street, Millersburg, Ohio 44654, and at
any adjournments or postponements of the meeting.
This proxy card revokes all proxies previously given by the undersigned.
Please sign exactly as your name appears on this proxy card. All joint owners
should sign. If you are signing in a fiduciary capacity or as a corporate
officer, please also provide your full title.
Date_______________________, 2001
_________________________________
Signature
_________________________________
Signature if held jointly
_________________________________
Title, if applicable