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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-21714
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CSB Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-1687530
- ------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654
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(Address of principal executive offices)
(330) 674-9015
-------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes ( ) No (X)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common stock, $6.25 par value Outstanding at October 24, 2003:
2,644,385 common shares
CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED September 30, 2003
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Table of Contents
Part I - Financial Information
ITEM 1 - FINANCIAL STATEMENTS Page
----
Consolidated Balance Sheets................................................................................. 3
Consolidated Statements of Income........................................................................... 4
Consolidated Statements of Changes in Shareholders' Equity.................................................. 5
Condensed Consolidated Statements of Cash Flows............................................................. 6
Note to the Consolidated Financial Statements............................................................... 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................... 8
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.................................................................................. 12
ITEM 4 - CONTROLS AND PROCEDURES............................................................................ 13
Part II - Other Information
Other Information........................................................................................... 14
Signatures ............................................................................................... 16
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
CSB BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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September 30, December 31,
2003 2002
------------- -------------
ASSETS
Cash and due from banks $ 9,910,392 $ 12,079,581
Interest-bearing deposits with other banks 114,192 192,115
Federal funds sold 3,859,000 10,293,000
------------- -------------
Total cash and cash equivalents 13,883,584 22,564,696
Securities available-for-sale, at fair value 30,235,371 22,671,668
Securities held-to-maturity (fair value of
$43,774,016 in 2003 and $50,756,761 in 2002) 41,188,418 47,822,882
Restricted stock, at cost 2,666,500 2,593,500
------------- -------------
Total securities 74,090,289 73,088,050
Loans, net of allowance for loan losses of
$2,426,696 in 2003 and $2,700,643 in 2002 206,959,071 197,109,272
Premises and equipment, net 8,668,058 9,070,238
Accrued interest receivable and other assets 2,301,009 2,880,868
------------- -------------
Total assets $ 305,902,011 $ 304,713,124
============= =============
LIABILITIES
Deposits
Noninterest-bearing $ 29,822,619 $ 32,397,210
Interest-bearing 207,321,108 207,578,723
------------- -------------
Total deposits 237,143,727 239,975,933
Securities sold under repurchase agreements 13,227,041 14,448,384
Federal Home Loan Bank borrowings 19,653,528 15,380,060
Accrued interest payable and other liabilities 1,461,442 1,166,463
------------- -------------
Total liabilities 271,485,738 270,970,840
------------- -------------
SHAREHOLDERS' EQUITY
Common stock, $6.25 par value: Authorized 9,000,000
shares; issued 2,667,786 shares 16,673,667 16,673,667
Additional paid-in capital 6,413,915 6,413,915
Retained earnings 12,029,741 11,621,292
Treasury stock at cost: 27,198 shares in 2003 and
37,528 shares in 2002 (762,397) (1,088,312)
Accumulated other comprehensive income 61,347 121,722
------------- -------------
Total shareholders' equity 34,416,273 33,742,284
------------- -------------
Total liabilities and shareholders' equity $ 305,902,011 $ 304,713,124
============= =============
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See note to consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
INTEREST INCOME
Loans, including fees $ 3,099,353 $ 3,149,585 $ 9,462,091 $ 9,421,966
Taxable securities 233,318 371,636 793,823 1,338,668
Non-taxable securities 471,344 547,387 1,435,405 1,680,353
Other 10,352 58,290 19,979 171,784
------------ ------------ ------------ ------------
Total interest income 3,814,367 4,126,898 11,711,298 12,612,771
INTEREST EXPENSE
Deposits 933,509 1,300,877 2,932,916 4,610,626
Other 207,539 216,850 622,900 496,590
------------ ------------ ------------ ------------
Total interest expense 1,141,048 1,517,727 3,555,816 5,107,216
------------ ------------ ------------ ------------
NET INTEREST INCOME 2,673,319 2,609,171 8,155,482 7,505,555
Credit for loan losses -- (321,000) (51,000) (562,521)
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,673,319 2,930,171 8,206,482 8,068,076
NON-INTEREST INCOME
Service charges on deposit
accounts 198,484 201,980 588,680 609,807
Gain on sale of securities -- -- -- 114,822
Trust and financial services 94,192 80,420 281,550 277,902
Other income 314,385 213,853 763,662 568,669
------------ ------------ ------------ ------------
Total non-interest income 607,061 496,253 1,633,892 1,571,200
NON-INTEREST EXPENSE
Salaries and employee benefits 1,627,730 1,391,231 4,277,630 4,092,045
Occupancy expense 165,378 171,661 495,824 460,151
Equipment expense 113,968 132,307 373,970 400,731
State franchise tax 102,975 95,221 305,568 282,053
Professional and director fees 284,588 195,557 694,383 634,160
Other expenses 703,056 740,705 2,106,868 2,275,053
------------ ------------ ------------ ------------
Total non-interest expense 2,997,695 2,726,682 8,254,243 8,144,193
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 282,685 699,742 1,586,131 1,495,083
Federal income tax provision (credit) (56,000) 64,085 78,000 (21,821)
------------ ------------ ------------ ------------
NET INCOME $ 338,685 $ 635,657 $ 1,508,131 $ 1,516,904
============ ============ ============ ============
BASIC AND DILUTED EARNINGS
PER SHARE $ 0.13 $ 0.24 $ 0.57 $ 0.58
============ ============ ============ ============
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See note to consolidated financial statements.
4
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
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Three Months Ended Nine Months Ended
September 30, September 30,
------------ -------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Balance at beginning of period $ 34,403,999 $ 33,278,296 $ 33,742,284 $ 32,721,137
Net income 338,685 635,657 1,508,131 1,516,904
Other comprehensive income
(loss), net of income tax (76,922) (24,006) (60,375) (116,170)
------------ ------------ ------------ ------------
Total comprehensive income 261,763 611,651 1,447,756 1,400,734
Issuance of shares from treasury
under dividend reinvestment
program (3,934 and 11,336
shares in 2003, 1,585 and
3,215 shares in 2002) 67,390 29,573 193,559 60,763
Purchase of treasury shares
(1 and 1,006 shares in 2003,
2 and 11 shares in 2002) (8) (30) (18,119) (192)
Cash dividends declared ($0.12
and $0.36 per share in 2003,
$0.10 and $0.20 per share
in 2002) (316,871) (263,191) (949,207) (526,143)
------------ ------------ ------------ ------------
Balance at end of period $ 34,416,273 $ 33,656,299 $ 34,416,273 $ 33,656,299
============ ============ ============ ============
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See note to consolidated financial statements.
5
CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended
September 30,
-------------
2003 2002
------------ ------------
NET CASH FLOWS FROM OPERATING ACTIVITIES $ 2,798,299 $ 2,832,864
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available-for-sale
Proceeds from maturities, calls and repayments 22,353,889 19,521,306
Proceeds from sales -- 3,125,516
Purchases (30,047,912) (9,132,731)
Securities held to maturity
Proceeds from maturities, calls and repayments 6,620,000 5,165,000
Net change in loans (9,877,227) (20,816,743)
Premises and equipment expenditures, net (28,158) (243,761)
------------ ------------
Net cash from investing activities (10,979,408) (2,381,413)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (2,832,206) (21,452,664)
Net change in securities sold under repurchase agreements (1,221,343) (1,423,626)
Proceeds from FHLB borrowings 5,000,000 10,000,000
Principal payments on FHLB borrowings (726,532) (824,381)
Purchase of treasury shares (18,119) (192)
Cash dividends paid (701,803) (202,189)
------------ ------------
Net cash from financing activities (500,003) (13,903,052)
------------ ------------
Net change in cash and cash equivalents (8,681,112) (13,451,601)
Cash and cash equivalents at beginning of period 22,654,696 34,548,519
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,883,584 $ 21,096,918
============ ============
SUPPLEMENTAL DISCLOSURES
Interest paid $ 3,598,681 $ 5,280,567
Income taxes paid -- --
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See note to consolidated financial statements.
6
CSB BANCORP, INC.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include CSB Bancorp, Inc. and
its wholly-owned subsidiary, The Commercial & Savings Bank (together referred to
as "the Company"). All significant intercompany transactions and balances have
been eliminated in consolidation.
The consolidated financial statements have been prepared without audit. In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present fairly the Company's financial position at
September 30, 2003, and the results of operations and changes in cash flows for
the periods presented have been made.
Certain information and footnote disclosures typically included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. The Annual Report for the Company for the year ended December
31, 2002, contains consolidated financial statements and related footnote
disclosures which should be read in conjunction with the accompanying
consolidated financial statements. The results of operations for the period
ended September 30, 2003, are not necessarily indicative of the operating
results for the full year or any future interim period.
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7
CSB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion focuses on the consolidated financial condition of CSB
Bancorp, Inc. and it's wholly-owned subsidiary, The Commercial & Savings Bank
(the Bank), collectively referred to as "the Company", at September 30, 2003,
compared to December 31, 2002, and the consolidated results of operations for
the nine month and quarterly periods ending September 30, 2003 compared to the
same periods in 2002. The purpose of this discussion is to provide the reader
with a more thorough understanding of the consolidated financial statements.
This discussion should be read in conjunction with the interim consolidated
financial statements and related footnote.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are
forward-looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates", "plans", "expects", "believes", and
similar expressions as they relate to the Company or its management are intended
to identify such forward-looking statements. The Company's actual results,
performance or achievements may materially differ from those expressed or
implied in the forward-looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
FINANCIAL CONDITION
Total assets were $305.9 million at September 30, 2003, compared to $304.7
million at December 31, 2002, representing an increase of $1.2 million or 0.4%.
Cash and cash equivalents decreased $8.7 million, or 38.5%, during the nine
month period ending September 30, 2003, including a $6.4 million decrease in
Federal funds sold. Total securities increased approximately $1.0 million, or
1.4%, during the nine month period.
The decrease in cash and cash equivalents was primarily used to fund loans,
which increased $9.6 million, or 4.8%, during the nine month period. Total
deposits decreased $2.8 million, or 1.2%, while securities sold under repurchase
agreements decreased $1.2 million, or 8.5%, during the nine month period ended
September 30, 2003. During the second quarter of 2003, the Bank
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8
CSB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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borrowed $5.0 million from the Federal Home Bank of Cincinnati for a two year
term as part of a strategy of the Bank's Asset/Liability Committee to take
advantage of low cost funding alternatives in the current interest rate
environment.
Total loans increased $9.6 million, or 4.8% during the nine month period ended
September 30, 2003. This increase was due to a combination of increased loan
production within the Bank's market area and loan participations with other
banks. The allowance for loan losses amounted to $2.4 million, or 1.16% of total
loans, at September 30, 2003, compared to $2.7 million, or 1.35% of total loans
at December 31, 2002. The components of the change in the allowance for loan
loss during the nine month period ended September 30, 2003, included a credit
(i.e. negative provision) of $51,000 and net loan charge-offs of $223,000. The
negative provision resulted from progress made in reducing classified assets
during the nine months ended September 30, 2003. Loans past due more than 90
days and loans placed on nonaccrual status, were approximately $1.2 million, or
0.57% of total loans at September 30, 2003, compared to $1.7 million, or 0.86%
of total loans at December 31, 2002.
At September 30, 2003, the ratio of net loans to deposits was 87.3%, compared to
82.1% at the end of 2002. The increase in this ratio is due to the
aforementioned loan growth and deposit shrinkage experienced during the nine
months ended September 30, 2003.
Total shareholders' equity increased to $34.4 million, or 11.25% of total
assets, primarily due to year-to-date net income of $1.5 million less dividends
declared of $949,000. The Company and its subsidiary met all regulatory capital
requirements at September 30, 2003.
RESULTS OF OPERATIONS
Net income for the nine months ended September 30, 2003, was $1.5 million, or
$0.57 per share, as compared to $1.5 million, or $0.58 per share during the same
period in 2002. Net interest income increased $650,000, or 8.7%, compared to the
same nine month period in 2002. The credit for loan losses was $51,000 in 2003,
as compared to $562,000 in 2002.
For the quarter ended September 30, 2003, the Company recorded net income of
$339,000, or $0.13 per share, as compared to $636,000, or $0.24 per share for
the same period in 2002. Net interest income for the three months ended
September 30, 2003 increased $64,000, or 2.5%, while the credit for loan losses
decreased $321,000, as compared to the same quarter in 2002.
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9
CSB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Interest income for the nine months ended September 30, 2003 was $11.7 million,
a decrease of $901,000, or 7.1%, over the same period in 2002. Interest on
securities decreased $790,000, or 26.2%, as short term interest rate declines
prompted securities calls. Reinvestment rates were generally much lower than
rates paid on called and maturing securities. Other interest income decreased
$152,000 as average balances on federal funds sold have been significantly lower
in 2003 than 2002. Interest income for the quarter ended September 30, 2003 was
$3.8 million, a decrease of $313,000 or 7.6%, compared to the same period in
2002. This decrease was due to the reasons previously noted.
Interest expense decreased $1.6 million, or 30.4%, to $3.6 million for the nine
months ended September 30, 2003, compared to the nine months ended September 30,
2002. Interest expense on deposits decreased $1.7 million, or 36.4%, from the
same period as last year, while interest expense on other borrowings increased
$126,000, or 25.4%. The decrease in deposit interest expense was primarily
caused by lower rates on transaction accounts and certificates of deposit which
reflect the decrease in short term rates by the Federal Reserve during 2002 and
2003. Interest expense for the quarter ended September 30, 2003 was $1.1
million, a decrease of $377,000, or 24.8%, from the same period in 2002.
The Bank reported a credit for loan losses of $51,000 during the first nine
months of 2003, as compared to a credit of $563,000 in the same nine month
period of 2002. The credit for loan losses was determined based on management's
calculation of the allowance for loan losses, which includes provisions for
classified loans, as well as a provision for the remainder of the portfolio
based on historical data, including past charge-offs, and current economic
trends. As mentioned previously, continued progress has been made throughout
2002 and 2003 in reducing classified assets. The Bank reported no provision for
loan losses for the three months ended September 30, 2003, compared to a
$321,000 credit for the same quarter in 2002 for the reasons stated above.
Non-interest income increased $63,000, or 4.0%, during the nine months ended
September 30, 2003 as compared to the same period in 2002. The increase in
non-interest income was essentially due to a $64,000 increase in gain on sale of
loans and a $115,000 increase in gain on sale of other real estate owned. These
increases were offset by a $115,000 decrease in gains on sale of investment
securities. Non-interest income for the quarter ended September 30, 2003 was
$607,000, an increase of $111,000, or 22.3%, for the reasons noted above.
Non-interest expenses increased $110,000, or 1.4%, for the nine months ended
September 30, 2003, compared to the same period in 2002. Salaries and employee
benefits increased $186,000, or 4.5%; professional and director fees increased
$60,000, or 9.5%; and other expenses decreased $168,000 or 7.4%. A one-time
severance payment of approximately $337,000 was paid to the Company's prior
Chief Executive Officer, based on the terms of his employment contract. This
resulted in a $237,000 increase in salaries and employee benefits and a $100,000
increase in professional and director fees. The $78,000 federal income tax
provision for the nine months ended September 30, 2003, compared to a $22,000
credit for the comparable 2002 period
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10
CSB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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resulted from a corresponding change in income before income taxes after
considering tax-exempt interest. Non-interest expenses increased $271,000, or
9.9%, compared to the same quarter in 2002 for the reasons noted above.
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11
CSB BANCORP, INC.
QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
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ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes in the quantitative and qualitative
disclosures about market risks as of September 30, 2003 from that presented in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002. Management performs a quarterly analysis of the Company's interest rate
risk. All positions are currently within the Board-approved policy limits.
12
CSB BANCORP, INC.
CONTROLS AND PROCEDURES
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ITEM 4 - CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
With the participation of our management, including our chief executive
officer and chief financial officer, we have evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the
Securities Exchange Act of 1934 (the "Exchange Act") as of the end of the period
covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our
chief executive officer and chief financial officer have concluded that such
disclosure controls and procedures are effective as of the end of the period
covered by this Quarterly Report on Form 10-Q to ensure that material
information relating to the Company is made known to them, particularly during
the period for which our periodic reports, including this Quarterly Report on
Form 10-Q, are being prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes during the period covered by this
Quarterly Report on Form 10-Q in our internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 of the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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13
CSB BANCORP, INC.
FORM 10-Q
Quarter ended September 30, 2003
PART II - OTHER INFORMATION
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Item 1 - Legal Proceedings:
There are no matters required to be reported under this item.
Item 2 - Changes in Securities and Use of Proceeds:
There are no matters required to be reported under this item.
Item 3 - Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
Item 4 - Submission of Matters to a Vote of Security Holders: There
are no matters required to be reported under this item.
Item 5 - Other Information:
There are no matters required to be reported under this item.
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14
CSB BANCORP, INC.
FORM 10-Q
Quarter ended September 30, 2003
PART II - OTHER INFORMATION
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Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits:
Exhibit
Number Description of Document
------ -----------------------
3.1 Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrant's 1994 Form
10-KSB)
3.1.1 Amended form of Article Fourth of Amended Articles of
Incorporation, as effective April 9, 1998 (incorporated
by reference to Registrant's 1998 Form 10-K)
3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated
by reference to Registrant's Form 10-SB)
10 Employment Agreement with John J. Limbert (incorporated
by reference to Registrant's Form 8-K filed May 22,
2003, Exhibit 99.1)
11 Statement Regarding Computation of Per Share Earnings
(reference is hereby made to Consolidated Statements of
Income on page 4 hereof.)
31.1 CEO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Section 1350 Certifications (CEO / CFO Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002)
(b) Reports on Form 8-K:
Form 8-K dated July 10, 2003, containing a letter to
shareholders regarding second quarter earnings and
announcing a dividend to shareholders.
Form 8-K dated July 18, 2003, containing a quarterly
report to shareholders that included financial
statements for the period ended June 30, 2003.
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15
CSB BANCORP, INC.
FORM 10-Q
Quarter ended September 30, 2003
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Form 8-K dated July 28, 2003, announcing the resignation of C.
James Bess as a director and the election of John J. Limbert as
a director effective July 24, 2003. Additionally, announcing the
resignation of C. James Bess as Chief Executive Officer
effective July 31, 2003 and the hiring of John J. Limbert as
Chief Executive Officer effective August 1, 2003.
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16
CSB BANCORP, INC.
SIGNATURES
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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, thereunto duly authorized.
CSB BANCORP, INC.
--------------------------------
(Registrant)
Date: 11/14/03 /s/ John J. Limbert
--------------------------------
John J. Limbert
President
Chief Executive Officer
Date: 11/14/03 /s/ A. Lee Miller
--------------------------------
A. Lee Miller
Senior Vice President
Chief Financial Officer
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17
CSB BANCORP, INC.
Index to Exhibits
- --------------------------------------------------------------------------------
Exhibit Sequential
Number Description of Document Page
------ ----------------------- ----
3.1 Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by
reference to Registrant's 1994 Form 10-KSB)
3.1.1 Amended form of Article Fourth of Amended Articles of
Incorporation, as effective April 9, 1998 (incorporated by
reference to Registrant's 1998 Form 10-K)
3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrant's Form 10-SB)
10 Employment Agreement with John J. Limbert (incorporated by
reference to Registrant's Form 8-K filed May 22, 2003, Exhibit
99.1)
11 Statement Regarding Computation of Per Share Earnings (reference
is hereby made to Consolidated Statements of Income on page 4
hereof.) 18
31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 19
31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 21
32 Section 1350 Certifications (CEO/CFO Certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002) 23
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18