Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

CSB Bancorp, Inc.

(Exact name of Registrant as specified in its charter)

OHIO		6022		34-1687530
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer Identification
incorporation or organization)		Classification Code Number)		Number)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

John C. Vorys, Esq.		Jeffery E. Smith, Esq.		Marty R. Lindon
Vorys, Sater, Seymour and Pease LLP		Bricker & Eckler LLP		Indian Village Bancorp, Inc.
52 East Gay Street		100 South Third Street		100 South Walnut Street
Columbus, Ohio 43215		Columbus, Ohio 43215		Gnadenhutten, Ohio 44629
(614) 464-6400		(614) 227-2300		(740) 254-4313

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Title of each class of

Amount to be

Proposed maximum

Proposed maximum

Amount of

securities to be registered

registered (1)

offering price per unit

aggregate offering price (2)

registration fee

Common shares, $6.25 par value

322,462

N/A

$

5,759,916

$

227

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

The information in this prospectus/proxy statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus/proxy statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated July 17, 2008

CSB BANCORP, INC.				INDIAN VILLAGE BANCORP, INC.

     CSB Bancorp, Inc. (“CSB”), and Indian Village Bancorp, Inc. (“Indian Village”), have entered into an Agreement and Plan of Merger dated as of May 14, 2008 (the “merger agreement”), which provides for the merger of Indian Village with and into CSB (the “merger”). Consummation of the merger is subject to certain conditions, including, but not limited to, obtaining the requisite vote of the shareholders of Indian Village and the approval of the merger by various regulatory agencies.

     The Board of Directors of Indian Village has called a special meeting of its shareholders to vote on the adoption and approval of the merger agreement. The time, date and place of the Indian Village special meeting is as follows: 5:00 p.m., local time, on                     , 2008, at the New Philadelphia branch office of Indian Village Community Bank, 635 West High Avenue, New Philadelphia, Ohio 44663. The adoption and approval of the merger agreement by the shareholders of Indian Village requires the affirmative vote of the holders of a majority of the shares of Indian Village common stock outstanding and entitled to vote at the special meeting.

     Under the terms of the merger agreement, the shareholders of Indian Village will be entitled to receive after the merger is completed, for each share of Indian Village common stock (other than shares held in the Indian Village Community Bank 401(k) Plan and certain shares held in the Indian Village Community Bank Employee Stock Ownership Plan), a combination of:

	•		$4.375 in cash, and
	•		0.7611 CSB common shares.

     As of                     , 2008, 423,679 shares of Indian Village common stock were outstanding.

     CSB common shares are not traded on an established market. CSB common shares are traded through broker/dealers and in private transactions, and quotations are reported on the OTC Bulletin Board under the symbol “CSBB.OB”. OTC Bulletin Board quotations reflect inter-dealer prices, without mark-up, mark-down, or commission and may not necessarily represent actual transactions.

     An investment in the common shares of CSB involves certain risks. For a discussion of these risks, see “Risk Factors” beginning on page       of this prospectus/proxy statement.

     Whether or not you plan to attend the special meeting of shareholders of Indian Village, please complete, sign and return the enclosed proxy card in the enclosed postage-paid envelope.

     Not voting by proxy or at the special meeting will have the same effect as voting against the adoption and approval of the merger agreement. We urge you to read carefully the prospectus/proxy statement, which contains a detailed description of the merger, the merger agreement and related matters.

     This prospectus/proxy statement is dated                     , 2008 and, together with the enclosed proxy card of Indian Village, is being first mailed to shareholders of Indian Village on or about                      , 2008.

Sincerely,		Sincerely,
Eddie L. Steiner		Marty R. Lindon
President and Chief Executive Officer		President and Chief Executive Officer
CSB Bancorp, Inc.		Indian Village Bancorp, Inc.

     The securities to be issued in connection with the merger described in this prospectus/proxy statement are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other federal or state governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the CSB common shares to be issued in the merger or determined if this prospectus/proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

     This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Sources of Information

     CSB has supplied all information contained in this prospectus/proxy statement relating to CSB, and Indian Village has supplied all information contained in this prospectus/proxy statement relating to Indian Village.

     You should rely only on the information which is contained in this prospectus/proxy statement or to which we have referred in this prospectus/proxy statement. We have not authorized anyone to provide you with information that is different. You should not assume that the information contained in this prospectus/proxy statement is accurate as of any date other than the date of this prospectus/proxy statement.

Indian Village Bancorp, Inc.
100 South Walnut Street
Gnadenhutten, Ohio 44629
(740) 254-4313

Notice of Special Meeting of Shareholders
To Be Held on                     , 2008

To the Shareholders of Indian Village Bancorp, Inc:

     Notice is hereby given that a special meeting of the shareholders of Indian Village Bancorp, Inc. will be held on                     , 2008, at 5:00 p.m., local time, at the New Philadelphia branch office of Indian Village Community Bank, 635 West High Avenue, New Philadelphia, Ohio 44663, for the purpose of considering and voting on the following matters:

     1. A proposal to adopt and approve the Agreement and Plan of Merger dated as of May 14, 2008, by and between CSB Bancorp, Inc. and Indian Village Bancorp, Inc.;

     2. A proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Agreement and Plan of Merger; and

     3. Any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Board of Directors of Indian Village Bancorp, Inc. is unaware of any other business to be transacted at the special meeting.

     Holders of record of shares of Indian Village Bancorp, Inc. common stock at the close of business on                     , 2008, the record date, are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the holders of a majority of the outstanding shares of Indian Village Bancorp, Inc. common stock entitled to vote at the special meeting is required to adopt and approve the Agreement and Plan of Merger.

     A prospectus/proxy statement and proxy card for the special meeting are enclosed. A copy of the Agreement and Plan of Merger is attached as Annex A to the prospectus/proxy statement.

     Your vote is very important, regardless of the number of shares of Indian Village Bancorp, Inc. common stock you own. Please vote as soon as possible to make sure that your shares of common stock are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your shares of Indian Village Bancorp, Inc. common stock are represented at the special meeting, you may vote your shares by completing, signing and returning the enclosed proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee (in “street name”), please follow the voting instructions provided by your broker, bank or nominee.

     The Indian Village Bancorp, Inc. Board of Directors unanimously recommends that you vote (1) “FOR” the adoption and approval of the Agreement and Plan of Merger and (2) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

		By Order of the Board of Directors,
		Marty R. Lindon, President and
		Chief Executive Officer
, 2008		Indian Village Bancorp, Inc.

TABLE OF CONTENTS

Questions and Answers About the Merger and the Special Meetings			1
Summary			5
Risk Factors			10
Forward-Looking Statements			13
Selected Financial Data of CSB Bancorp, Inc. (Historical)			14
Selected Financial Data of Indian Village Bancorp, Inc. (Historical)			16
Selected Pro Forma Financial Information			18
Comparative Per Share Data			19
Comparative Share Prices			20
The Special Meeting of Shareholders of Indian Village			21
Purpose, time and place of the special meeting			21
Record date; shares of Indian Village common stock outstanding and entitled to vote			21
Votes required; quorum			21
Solicitation and revocation of proxies			22
Dissenters’ Rights			23
General			23
Notice of intention to dissent			24
Notice to demand payment			24
Failure to comply with notice to demand payment			24
Payment of fair value of shares			25
Estimate by dissenter of fair value of shares			25
Valuation proceedings			25
Costs and expenses			25
The Proposed Merger			26
The proposed merger			26
Indian Village’s background and reasons for the merger			26
CSB’s reasons for the merger			30
Opinion of Indian Village’s financial advisor			31
Regulatory approvals required			34
Interests of Indian Village directors and executive officers in the merger			34
Material federal income tax consequences			36
Accounting treatment			39
Resale of CSB common shares			39
Employee matters			40
Other agreements between CSB and Indian Village			40
Adjournment of the Indian Village Special Meeting			40

The Merger Agreement			41
The merger			41
Effective time			41
Conversion of shares of Indian Village common stock			41
Surrender of certificates			42
Indian Village common stock held in the Indian Village 401(k) and ESOP Plans			43
Indian Village stock options			43
Indemnification and directors’ and officers’ liability insurance			43
Conditions to consummation of the merger			43
Representations and warranties			46
Indian Village’s conduct of business pending the merger			48
CSB’s conduct of business pending the merger			51
Expenses of the merger			51
Termination of the merger agreement			52
Acquisition proposals and termination fee			52
Amendment			53
Description of CSB Common Shares			53
General			53
Provisions relating to business combinations			53
Anti-takeover statutes			55
Comparison of Certain Rights of CSB and Indian Village Shareholders			57
Authorized and outstanding shares			58
Notice of shareholder meetings			58
Calling of special meetings of shareholders			58
Notice of shareholder proposals			59
Voting			59
Special voting requirements			59
Amendments to governing documents			61
Number and class of directors			61
Nomination of directors			61
Removal of directors			62
Indemnification of directors and officers			62
Personal liability of directors			63
Pre-emptive rights			63
Pro Forma Financial Information			64
CSB Directors and Executive Officers After the Merger			68
Directors and executive officers			68
Director compensation			69
Compensation discussion and analysis			70
The Compensation Committee Report			73
Executive compensation and other information			74
Employment contracts and other arrangements			77
Equity compensation plan information			78
Certain relationships and related transactions			78
Compensation committee interlocks and insider participation			79
Security Ownership of Certain Beneficial Owners and Management of CSB			79

Information With Respect to CSB			81
Description of CSB’s business			81
Properties			84
Legal proceedings			84
Market price of and dividends on CSB common shares and related stockholder matters			85
CSB management’s discussion and analysis of financial condition and results of operations as of March 31, 2008			86
CSB management’s discussion and analysis of financial condition and results of operations as of December 31, 2007			90
Information With Respect to Indian Village			104
Description of Indian Village’s business			104
Market price of and dividends on shares of Indian Village common stock			104
Indian Village management’s discussion and analysis of financial condition and results of operations as of March 31, 2008			105
Indian Village management’s discussion and analysis of financial condition and results of operations as of June 30, 2007			107
Quantitative and qualitative disclosures about market risk			110
Experts			112
Legal Matters			112
Where You Can Find More Information			112
Index to CSB Financial Information			F-1
Index to Indian Village Financial Information			F-38
EX-5
EX-8
EX-23.1
EX-23.2
EX-23.3
EX-99.1

Annexes:

Annex A		Agreement and Plan of Merger
Annex B		Dissenters’ Rights Under Subchapter D of Chapter 15 of the Pennsylvania Consolidated Statutes
Annex C		Opinion of Keller & Company, Inc.

Questions and Answers About the Merger and the Special Meeting

Q.		Why am I receiving this prospectus/proxy statement?
A:		You are receiving this prospectus/proxy statement because CSB and Indian Village have agreed to a merger of Indian Village with and into CSB pursuant to the terms of the merger agreement attached to this prospectus/proxy statement as Annex A. The merger agreement must be adopted and approved by the shareholders of Indian Village in accordance with Section 1924 of the Pennsylvania Consolidated Statutes.
		This prospectus/proxy statement contains important information about the merger and the special meeting of the shareholders of Indian Village, and you should read it carefully. The enclosed voting materials allow you to vote your shares of Indian Village common stock without attending the special meeting.
Q.		Why are CSB and Indian Village proposing to merge?
A:		Indian Village believes that the merger is in the best interests of its shareholders and other constituencies because, among other reasons, the merger consideration will provide enhanced value and increased liquidity to Indian Village shareholders. Furthermore, as a result of the merger, Indian Village will become part of a larger community banking institution which will have an improved ability to compete with larger financial institutions and better serve its customers’ needs.
		CSB believes that the merger will benefit CSB and its shareholders because the merger will enable CSB to expand its business into the markets currently served by Indian Village and strengthen the competitive position of the combined organization. Furthermore, CSB’s increased asset size after the merger will, CSB hopes, create additional economies of scale and provide additional opportunities for asset and earnings growth in an extremely competitive environment. No approval of the shareholders of CSB is required under the provisions of CSB’s Amended Articles of Incorporation or Code of Regulations or applicable law in order to consummate the merger.
Q:		What will Indian Village shareholders receive in the merger?
A:		Under the terms of the merger agreement, the shareholders of Indian Village will be entitled to receive, for each share of Indian Village common stock (other than shares held in the Indian Village Community Bank 401(k) Plan and certain shares held in the Indian Village Community Bank Employee Stock Ownership Plan), a combination of:

	•		$4.375 in cash; and
	•		0.7611 CSB common shares.

Q:		What will Indian Village option holders receive in the merger?
A:		Each outstanding option granted pursuant to the Indian Village 2000 Stock-Based Incentive Plan which is not exercised in accordance with the terms of the merger agreement will be cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product of (1) the difference between $17.50, less the exercise price of each such option, multiplied by (2) the number of shares of Indian Village common stock subject to such option.
Q:		When and where will the Indian Village special meeting of shareholders take place?
A:		The special meeting of shareholders of Indian Village will be held at 5:00 p.m., local time, on                     , 2008, at the New Philadelphia branch office of Indian Village Community Bank, 635 West High Avenue, New Philadelphia, Ohio 44663.

Q:		What matters will be considered at the Indian Village special meeting?
A:		The shareholders of Indian Village will be asked to (1) vote to adopt and approve the merger agreement; (2) vote to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement; and (3) vote on any other business which properly comes before the special meeting.
Q:		Is my vote needed to adopt and approve the merger agreement?
A:		The adoption and approval of the merger agreement by the shareholders of Indian Village requires the affirmative vote of the holders of a majority of the shares of Indian Village common stock outstanding and entitled to vote at the special meeting. The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement. The affirmative vote of the holders of a majority of the shares of Indian Village common stock represented, in person or proxy, at the special meeting is required to adjourn the special meeting.
Q:		How do I vote?
A:		If you were the record holder of shares of Indian Village common stock as of                     , 2008, you may vote in person by attending the special meeting or, to ensure that your shares of Indian Village common stock are represented at the special meeting, you may vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided.
		If you hold shares of Indian Village common stock in the name of a broker, bank or other nominee, please see the discussion below regarding shares held in “street name.”
Q:		What will happen if I fail to vote or abstain from voting?
A:		If you fail to vote or mark “ABSTAIN” on your proxy card with respect to the proposal to adopt and approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.
		If you mark “ABSTAIN” on your proxy card with respect to the proposal to approve the adjournment of the Indian Village special meeting, if necessary, to solicit additional proxies, it will have the same effect as a vote “AGAINST” the proposal. The failure to vote, however, will have no effect on the proposal to approve the adjournment of the Indian Village special meeting, if necessary, to solicit additional proxies.
Q:		How will my common shares be voted if I return a blank proxy card?
A:		If you sign, date and return your proxy card and do not indicate how you want your shares of Indian Village common stock to be voted, then your shares will be voted “FOR” the adoption and approval of the merger agreement and, if necessary, “FOR” the approval of the adjournment of the special meeting to solicit additional proxies.
Q:		If my shares of Indian Village common stock are held in a stock brokerage account or by a bank or other nominee (in “street name”), will my broker, bank or other nominee vote my shares for me?
A:		You must provide your broker, bank or nominee (the record holder of your common shares) with instructions on how to vote your shares of Indian Village common stock. Please follow the voting instructions provided by your broker, bank or nominee.
		If you do not provide voting instructions to your broker, bank or nominee, then your shares of Indian Village common stock will not be voted by your broker, bank or nominee.

Q:		Can I change my vote after I have submitted my proxy?
A:		Yes. You may revoke your proxy at any time before a vote is taken at the special meeting by:

	•		filing a written notice of revocation with the Secretary of Indian Village, at 100 South Walnut Street, Gnadenhutten, Ohio 44629;
	•		executing and returning another proxy card with a later date; or
	•		attending the special meeting and giving notice of revocation in person.

		Attendance at the special meeting will not, by itself, revoke your proxy.
		If you have instructed your broker, bank or nominee to vote your shares of Indian Village common stock, you must follow directions received from your broker, bank or nominee to change your vote.
Q:		If I do not favor the adoption and approval of the merger agreement, what are my rights?
A:		If you are an Indian Village shareholder as of the                     , 2008, record date and if you do not vote in favor of the adoption and approval of the merger agreement, you will have the right under Subchapter D of Chapter 15 of the Pennsylvania Consolidated Statutes to demand the fair cash value for your shares of Indian Village common stock. The right to make this demand is known as “dissenters’ rights.” For additional information regarding your dissenters’ rights, see “Dissenters’ Rights” on page       of this prospectus/proxy statement and the complete text of the applicable sections of Subchapter D of Chapter 15 of the Pennsylvania Consolidated Statutes attached to this prospectus/proxy statement as Annex B.
Q:		When is the merger expected to be completed?
A:		We are working to complete the merger as quickly as we can. We expect to complete the merger on or before                     , 2008, assuming shareholder approval and all applicable governmental approvals have been received by that date and all other conditions precedent to the merger have been satisfied or waived.
Q:		Should I send in my Indian Village stock certificates now?
A.		No. Please do not send in your Indian Village stock certificates with your proxy card. Shortly after the merger is completed, CSB’s exchange agent, Registrar and Transfer Company, will mail to you transmittal materials that you will need to complete and return with your Indian Village stock certificates. You should not surrender your Indian Village stock certificates for exchange until you receive these transmittal materials from the exchange agent. For additional information, see “The Merger Agreement — Surrender of certificates” beginning on page       of this prospectus/proxy statement.
Q:		What do I need to do now?
A:		After carefully reviewing this prospectus/proxy statement, including its annexes, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible. By submitting your proxy, you authorize the individuals named in the proxy to vote your shares of Indian Village common stock at the special meeting of shareholders of Indian Village in accordance with your instructions. Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your shares of Indian Village common stock will be voted at the special meeting.

Q:		Who can answer my questions?
A:		If you have questions about the merger or desire additional copies of this prospectus/proxy statement or additional proxy cards, please contact:

Marty R. Lindon
President and Chief Executive Officer
Indian Village Bancorp, Inc.
100 South Walnut Street
Gnadenhutten, Ohio 44629
(740) 254-4313

Summary

     This summary highlights selected information from this prospectus/proxy statement. It does not contain all of the information that may be important to you. You should read carefully this entire document and its annexes and all other documents to which this prospectus/proxy statement refers before you decide how to vote. Page references are included in this summary to direct you to a more complete description of topics discussed in this prospectus/proxy statement.

The parties (page      )

CSB Bancorp, Inc.
91 North Clay Street
Millersburg, Ohio 44654
(330) 674-9015

     CSB is a financial holding company registered under the Bank Holding Company Act of 1956, as amended, and was incorporated under the laws of the State of Ohio in 1991. CSB has two wholly-owned subsidiaries — The Commercial and Savings Bank of Millersburg, Ohio (“CSB Bank”) and CSB Investment Services, LLC (“CSB Investment”).

     CSB Bank is an Ohio commercial bank chartered in 1879, is a member of the Federal Reserve System, and its deposits are insured up to the maximum provided by law by the Federal Deposit Insurance Corporation. CSB Bank provides retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, consumer loans, commercial loans, real estate mortgage loans, installment loans, night depository facilities, brokerage and trust services. Residential real estate, commercial real estate, consumer and commercial loans are made by CSB to customers located primarily in Holmes County and portions of surrounding counties in Ohio. CSB Bank currently has ten full-service banking offices in Holmes, Tuscarawas and Wayne counties and trust offices located in Millersburg and Wooster, Ohio.

     CSB Investment is an inactive subsidiary and has never engaged in any business activities.

     At March 31, 2008, CSB had total consolidated assets of $345 million, total deposits of $247 million, total loans of $244 million, and total shareholders’ equity of $37 million.

     CSB common shares are not traded on an established market. CSB common shares are traded through broker/dealers and in private transactions, and quotations are reported on the OTC Bulletin Board under the symbol “CSBB.OB”. CSB is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, and, therefore, files reports, proxy statements and other information with the Securities and Exchange Commission. See “Where You Can Find More Information” beginning on page       of this prospectus/proxy statement.

Indian Village Bancorp, Inc.
100 South Walnut Street
Gnadenhutten, Ohio 44629
(740) 254-4313

     Indian Village is a unitary thrift holding company registered under the Home Owners’ Loan Act of 1933, as amended, and was incorporated under the laws of the Commonwealth of Pennsylvania in 1999. Indian Village’s wholly-owned subsidiary, Indian Village Community Bank (“Indian Village Bank”), is an Ohio savings bank which was originally founded in 1923 as the Indian Village Savings & Loan Association.

     Indian Village Bank, which has three full-service banking offices located in Gnadenhutten, New Philadelphia and North Canton, Ohio, provides retail and commercial banking services to its customers,

including checking and savings accounts, time deposits, IRAs, real estate mortgage loans, commercial loans, consumer loans and safe deposit facilities. Its deposits are insured up to the maximum provided by law by the Federal Deposit Insurance Corporation. Indian Village Bank originates primarily first mortgage loans on one- to four-family residential real estate properties located in its primary market area and also originates a limited number of loans for the construction of one- to four-family residences and permanent mortgage loans secured by multi-family and nonresidential real estate. In addition to real estate lending, Indian Village Bank originates limited commercial loans, as well as various types of consumer loans.

     Indian Village Bank is the sole member of Delaware Valley Title, LLC, an Ohio limited liability company. Delaware Valley Title, LLC is an inactive subsidiary and has never engaged in any business activities. At the time the merger agreement was executed, Indian Village Bank also owned a one-third interest in Alban Title, LLC. However, as contemplated by the terms and conditions of the merger agreement, Indian Village Bank’s one-third interest was sold to and redeemed by Alban Title, LLC on June 30, 2008.

     At March 31, 2008, Indian Village had total consolidated assets of $97.1 million, total deposits of $66.0 million, total loans of $63.8 million, and total shareholders’ equity of $8.1 million.

     Indian Village common shares are not traded on an established market. Indian Village common shares are traded through broker/dealers and in private transactions, and quotations are reported on the OTC Bulletin Board under the symbol of “IDVB.OB”.

The merger (page      )

     The merger agreement provides for the merger of Indian Village with and into CSB, with CSB surviving the merger. Immediately following the merger, Indian Village’s wholly-owned banking subsidiary, Indian Village Bank, will be merged with and into CSB’s wholly-owned banking subsidiary, CSB Bank. The merger agreement is attached to this prospectus/proxy statement as Annex A and is incorporated in this prospectus/proxy statement by reference. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

What Indian Village shareholders will receive in the merger (page      )

     Under the terms of the merger agreement, the shareholders of Indian Village will be entitled to receive, for each share of Indian Village common stock (other than shares held in the Indian Village Community Bank 401(k) Plan and certain shares held in the Indian Village Community Bank Employee Stock Ownership Plan), a combination of:

	•		$4.375 in cash; and
	•		0.7611 CSB common shares.

     CSB will not issue fractional CSB common shares, or certificates or scrip representing fractional CSB common shares, in the merger. Instead, CSB will pay to each holder of shares of Indian Village common stock who would otherwise be entitled to a fractional CSB common share (after taking into account all Indian Village common shares held at the effective time of the merger by such holder) an amount of cash, without interest, equal to the product of the fractional CSB common share multiplied by $17.24.

What Indian Village option holders will receive in the merger (page      )

     Each outstanding option granted pursuant to the Indian Village 2000 Stock-Based Incentive Plan which is not exercised in accordance with the terms of the merger agreement will be cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product of (1) the difference between $17.50 less the exercise price of each such option, multiplied by (2) the number of shares of Indian Village common stock subject to such option.

Indian Village common stock held in the Indian Village 401(k) and ESOP Plans (page      )

     Under the terms of the merger agreement, all shares of Indian Village common stock held in the Indian Village Community Bank 401(k) Plan will be redeemed by Indian Village for cash in the amount of $17.50 per share prior to the effective date of the merger. No shares of Indian Village common stock held in the Indian Village Community Bank 401(k) Plan will be converted into CSB common shares.

     The merger agreement provides that a total of 9,573 shares of Indian Village common stock held in the unallocated account of the Indian Village Community Bank Employee Stock Ownership Plan (the “Indian Village ESOP”) will be converted into the right to receive cash in the amount of $17.50 per share. The cash proceeds will be used to repay the loan outstanding from Indian Village to the Indian Village ESOP. Each of the remaining shares of Indian Village common stock held in the Indian Village ESOP will be converted into the right to receive $4.375 in cash and 0.7611 CSB common shares.

Indian Village special meeting of shareholders (page      )

     A special meeting of shareholders of Indian Village will be held at 5:00 p.m., local time, on                     , 2008, at the New Philadelphia branch office of Indian Village Community Bank, 635 West High Avenue, New Philadelphia, Ohio 44663, for the purpose of considering and voting on the following matters:

	•		a proposal to adopt and approve the merger agreement;
	•		a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement; and
	•		any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Indian Village Board of Directors is presently unaware of any other business to be transacted at the special meeting.

     You are entitled to vote at the special meeting if you owned shares of Indian Village common stock as of the close of business on                     , 2008. As of                     , 2008, a total of 423,679 shares of Indian Village common stock were eligible to be voted at the Indian Village special meeting.

Required vote (page      )

     The adoption and approval of the merger agreement will require the affirmative vote of the holders of at least 211,840 shares of Indian Village common stock, which is a majority of the shares of Indian Village common stock outstanding and entitled to vote at the Indian Village special meeting. A quorum, consisting of the holders of a majority of the outstanding shares of Indian Village common stock, must be present in person or by proxy at the Indian Village special meeting before any action, other than the adjournment of the special meeting, can be taken. The affirmative vote of the holders of a majority of the shares of Indian Village common stock represented, in person or proxy, at the special meeting is required to adjourn the special meeting, if necessary, to solicit additional proxies.

     As of                     , 2008, directors and executive officers of Indian Village and their respective affiliates beneficially owned an aggregate of 109,084 shares of Indian Village common stock (excluding shares of Indian Village common stock underlying unexercised stock options), an amount equal to approximately 24.7% of the outstanding shares of Indian Village common stock. All of the directors of Indian Village, who collectively had the power to vote approximately 22.3% of the outstanding shares of Indian Village common stock as of                     , 2008, entered into a voting agreement with CSB pursuant to which they agreed, subject to certain terms and conditions, to vote all of their shares in favor of the adoption and approval of the merger agreement. As of the date of this prospectus/proxy statement, CSB and its directors, executive officers and affiliates beneficially owned an aggregate of 12,500 shares of Indian Village common stock.

Recommendation to Indian Village shareholders (page ___)

     The Board of Directors of Indian Village unanimously approved the merger agreement. The Board of Directors of Indian Village believes that the merger is fair to, and in the best interests of, Indian Village and its shareholders, and, as a result, the directors unanimously recommend that Indian Village shareholders vote “FOR” the adoption and approval of the merger agreement. In reaching this decision, the Board of Directors of Indian Village considered many factors which are described in the section captioned “The Proposed Merger – Indian Village’s background and reasons for the merger” beginning on page ___of this prospectus/proxy statement.

Opinion of Indian Village’s financial advisor (page ___)

     The Indian Village Board of Directors has received the written opinion of its financial advisor, Keller & Company, Inc. (“Keller & Company”), to the effect that, as of the date of the opinion, the merger consideration is fair, from a financial point of view, to the holders of shares of Indian Village common stock. Indian Village has agreed to pay Keller & Company fees of $45,000 for its services in connection with the merger.

     The full text of the fairness opinion, which outlines the matters considered and qualifications and limitations on the review undertaken by Keller & Company in rendering its opinion, is attached as Annex C to this prospectus/proxy statement. We encourage you to read this fairness opinion in its entirety.

Material federal income tax consequences of the merger (page ___)

     We intend that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and that, accordingly, for federal income tax purposes (i) no gain or loss will be recognized by CSB or Indian Village as a result of the merger, and (ii) Indian Village shareholders who receive CSB common shares in exchange for shares of Indian Village common stock in the merger will recognize no gain or loss, other than the gain or loss to be recognized as to cash received either (a) in exchange for a portion of their shares of Indian Village common stock, or (b) in lieu of fractional CSB common shares. The obligation of CSB and Indian Village to consummate the merger is conditioned on the receipt by CSB and Indian Village of an opinion of CSB’s counsel, Vorys, Sater, Seymour and Pease LLP, dated as of the effective date of the merger and substantially to the effect that the federal income tax consequences of the merger will be as described above.

       Indian Village shareholders who exercise dissenters’ rights and receive cash for their shares of Indian Village common stock generally will recognize gain or loss for federal income tax purposes.

Interests of directors and executive officers of Indian Village (page ___)

     Some of the directors and executive officers of Indian Village have interests in the merger that are different from, or in addition to, the interests of Indian Village shareholders generally. These include:

	•		benefits that certain Indian Village executive officers may receive under employment and severance agreements in connection with the merger;
	•		the acceleration of certain stock options held by Indian Village directors and executive officers under the Indian Village 2000 Stock-Based Incentive Plan;
	•		provisions in the merger agreement relating to continued indemnification of directors and officers and continued insurance for directors and officers of Indian Village for events occurring before the merger; and

•

the appointment of three directors of Indian Village to serve on a CSB Bank community board for a period of one year following the merger.

     The Indian Village Board of Directors was aware of these interests and considered them in approving the merger agreement. See “The Proposed Merger – Interests of Indian Village directors and executive officers in the merger” beginning on page ___of this prospectus/proxy statement.

Dissenters’ rights (page ___)

     Under Pennsylvania law, if you do not vote in favor of the adoption and approval of the merger agreement and if you deliver a written demand for payment for the fair cash value of your shares of Indian Village common stock prior to the Indian Village special meeting, you will be entitled, if and when the merger is completed, to receive the fair cash value of your shares of Indian Village common stock. The right to make this demand is known as “dissenters’ rights.” Your right to receive the fair cash value of your shares of Indian Village common stock, however, is contingent upon your strict compliance with the procedures set forth in Subchapter D of Chapter 15 of the Pennsylvania Consolidated Statutes. For additional information regarding your dissenters’ rights, see “Dissenters’ Rights” on page ___of this prospectus/proxy statement and the complete text of the applicable sections of Subchapter D of Chapter 15 of the Pennsylvania Consolidated Statutes attached to this prospectus/proxy statement as Annex B.

Certain differences in shareholder rights (page ____)

     When the merger is completed, Indian Village shareholders will receive CSB common shares and, therefore, will become CSB shareholders. As CSB shareholders, your rights will be governed by CSB’s Amended Articles of Incorporation and Code of Regulations, as well as Ohio law. See “Comparison of certain rights of CSB and Indian Village shareholders” beginning on page ___of this prospectus/proxy statement.

Conditions to the merger (page ___)

     The completion of the merger depends upon the satisfaction of a number of conditions set forth in the merger agreement, including the adoption and approval of the merger agreement by Indian Village shareholders and the receipt of all necessary governmental and regulatory approvals. CSB and Indian Village have submitted the applications necessary to obtain approval of the merger from the appropriate governmental and regulatory authorities, and these applications are currently pending.

Termination of the merger agreement (page ___)

     CSB and Indian Village may mutually agree to terminate the merger agreement and abandon the merger at any time before the merger is effective, whether before or after shareholder approval, if the Board of Directors of each approves such termination by vote of a majority of the members of its entire Board. In addition, either CSB or Indian Village, acting alone, may terminate the merger agreement and abandon the merger at any time before the merger is effective under the following circumstances:

	•		if any of the required regulatory approvals is denied by final, nonappealable action;
	•		if the Indian Village shareholders do not adopt and approve the merger agreement at the Indian Village special meeting;
	•		if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the merger agreement that cannot be or has not been cured within 30 days of notice of the breach; or

•

if the merger has not been consummated by November 30, 2008, unless the failure to complete the merger by that date is due to the knowing action or inaction of the party seeking to terminate.

Acquisition proposals and termination fee (page ___)

     If Indian Village or any of its subsidiaries executes a definitive agreement in connection with, or closes, an acquisition proposal (as defined in the merger agreement) with any person or entity other than CSB and its subsidiaries, Indian Village must pay CSB the sum of $400,000 within ten days after the earlier of such execution or closing. See “The Merger Agreement – Acquisition proposals and termination fee” beginning on page ___of this prospectus/proxy statement.

Risk Factors

     The merger and the acquisition of CSB common shares involve significant risks. In addition to the other information included in this prospectus/proxy statement, you should consider carefully the risk factors described below in deciding whether to vote to adopt and approve the merger agreement. In addition, please refer to the section captioned “Forward-Looking Statements” beginning on page ___of this prospectus/proxy statement.

Risks Related to the Merger

Indian Village shareholders cannot be sure of the market value of the CSB common shares they receive in the merger if there are fluctuations in the market price of the CSB common shares prior to or following the merger.

     Under the terms of the merger agreement, the shareholders of Indian Village will be entitled to receive for each share of Indian Village common stock (other than shares held in the Indian Village Community Bank 401(k) Plan and certain shares held in the Indian Village ESOP), a combination of (a) $4.375 in cash and (b) 0.7611 CSB common shares. The share exchange ratio (0.7611 CSB common shares for each share of Indian Village common stock owned) was established and agreed to by CSB and Indian Village based upon the average market price ($17.24) of the CSB common shares during a period prior to the execution of the merger agreement, and the share exchange ratio will not be adjusted in the event of an increase or decrease in the market price of CSB common shares prior to or following the merger.

     As of                     , 2008, the last practicable trading day for which information was available prior to the date of this prospectus/proxy statement, the last reported sales price reported on the OTC Bulletin Board for CSB common shares was $___. The market price of the CSB common shares may decrease, however, following the date of this prospectus/proxy statement and prior to the closing of the merger. Moreover, you will not receive your merger consideration until several days after the closing of the merger, during which the market price of the CSB common shares may decrease. If there is a decrease in the market price of the CSB common shares during this period, you will not be able to sell any of the CSB common shares that you may be entitled to receive in the merger to avoid losses resulting from such decrease in the market price of the CSB common shares.

CSB could experience difficulties in managing its growth and effectively integrating the operations of Indian Village and Indian Village Bank.

     The earnings, financial condition and prospects of CSB after the merger will depend in part on CSB’s ability to integrate successfully the operations of Indian Village and Indian Village Bank and to continue to implement its own business plan. CSB may not be able to achieve fully the strategic objectives and projected operating efficiencies in the merger. The costs or difficulties relating to the integration of Indian Village and Indian Village Bank with the CSB organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than

expected. Inherent uncertainties exist in integrating the operations of any acquired entity, and CSB may encounter difficulties, including, without limitation, loss of key employees and customers, the disruption of its ongoing business or possible inconsistencies in standards, controls, procedures and policies. These factors could contribute to CSB not fully achieving the expected benefits from the merger.

The merger agreement limits Indian Village’s ability to pursue alternatives to the merger with CSB, may discourage other acquirers from offering a higher valued transaction to Indian Village and may, therefore, result in less value for the Indian Village shareholders.

     The merger agreement contains a provision that, subject to certain limited exceptions, prohibits Indian Village from soliciting, negotiating, or providing confidential information to any third party relating to any competing proposal to acquire Indian Village or any of its subsidiaries. In addition, if Indian Village executes a definitive agreement in respect of, or closes, an acquisition transaction with a third party, the merger agreement provides that Indian Village must pay a $400,000 termination fee to CSB. These provisions of the merger agreement could discourage a potential competing acquirer that might have an interest in acquiring Indian Village, even if it were prepared to pay a higher per share price than proposed in the merger agreement.

The fairness opinion obtained by Indian Village from its financial advisor will not reflect changes in circumstances prior to the merger.

     Keller & Company, the financial advisor to Indian Village, delivered a written fairness opinion to the Board of Directors of Indian Village dated May 14, 2008. The fairness opinion states that, as of the date of the opinion, the merger consideration set forth in the merger agreement was fair, from a financial point of view, to the holders of shares of Indian Village common stock. However, the fairness opinion does not reflect changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of CSB or Indian Village, changes in general market and economic conditions, or other changes. Any such changes may alter the relative value of CSB and Indian Village.

The merger may not result in increased liquidity for Indian Village shareholders with respect to the portion of their shares of Indian Village common stock to be exchange for CSB common shares because a limited trading market exists for CSB’s common shares.

     During the quarterly period ended June 30, 2008, the average daily trading volume for CSB’s common shares was 329 shares per day. While this volume is greater than the trading in Indian Village common shares during the same period, the merger may not result in an increase in the trading volume of CSB’s common shares. The limited trading market for CSB’s common shares may lead to price volatility in excess of that which would occur in a more active trading market. In addition, even if a more active trading market in CSB’s common shares develops, such a market may not continue.

Risks Related to CSB’s Business

Changing economic conditions and the geographic concentration of our markets may unfavorably impact CSB’s financial condition and results of operations.

     The operations of CSB and Indian Village are concentrated primarily in Holmes, Stark, Tuscarawas and Wayne counties in Ohio and largely depend upon economic conditions in these market areas. A deterioration in economic conditions in one or more of these markets could result in one or more of the following:

	•		an increase in loan delinquencies;
	•		an increase in problem assets and foreclosures;
	•		a decrease in the demand for our products and services; and

•

a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power and the value of assets associated with problem loans.

CSB may be unable to manage interest rate risks, which could reduce its net interest income.

     CSB’s earnings and financial condition are dependent to a large degree upon net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and other borrowings. Market interest rates are largely beyond CSB’s control and fluctuate in response to general economic conditions and the policies of various governmental and regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System. While CSB has ongoing policies and procedures designed to manage the risks from changes in market interest rates, changes in interest rates can still have a material adverse effect on CSB’s profitability. Changes in interest rates can also influence the origination and refinancing of loans, the purchase of investments and the level of prepayments on our loans and the receipt of payments on our mortgage-backed securities.

Strong competition within CSB’s market area may reduce its ability to attract and retain deposits and originate loans.

     CSB faces competition both in originating loans and in attracting deposits. The type of institutions CSB competes with include large regional financial institutions, community banks, thrifts and credit unions operating within CSB’s market area. As a result of their size and ability to achieve economies of scale, certain of CSB’s competitors offer a broader range of products and services than CSB offers. This competition may reduce CSB’s ability to attract and retain deposits and originate loans. In addition, to stay competitive in its markets, CSB may need to adjust the interest rates on its products to match the rates offered by its competitors, which could adversely affect its net interest margin.

CSB’s dividends may be reduced due to an adverse change in policy or adverse changes in financial condition.

     CSB’s earnings and financial condition have allowed for the payment of periodic dividends to its shareholders. There can be no assurance that CSB’s dividend policy or size of dividend payments will continue after the merger.

Forward-Looking Statements

     Certain statements contained in this prospectus/proxy statement which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements specifically identified as forward-looking statements within this prospectus/proxy statement. Examples of forward-looking statements include: (a) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (b) statements of plans and objectives of each of CSB and Indian Village, or their respective directors and officers, including those relating to products or services; (c) statements of future economic results; and (d) statements of assumptions underlying the foregoing statements.

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information as long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. We desire to take advantage of the “safe harbor” provisions of that Act.

     Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained or implied by such forward-looking statements because of various factors and possible events, including those factors specifically identified as “Risk Factors” in this prospectus/proxy statement beginning on page ___.

     Forward-looking statements speak only as of the date on which they are made, and, except as may be required by law, neither CSB nor Indian Village undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made. All subsequent written and oral forward-looking statements attributable to CSB or Indian Village or any person acting on behalf of either of them are qualified in their entirety by the cautionary statements set forth in this prospectus/proxy statement.

Selected Financial Data of CSB Bancorp, Inc. (Historical)

     The following table sets forth selected consolidated historical data of CSB for the periods and at the dates indicated. This data has been derived in part from and should be read together with the audited consolidated financial statements and notes thereto included elsewhere in this prospectus/proxy statement. Financial data at March 31, 2007 and 2008, and for the three months ended March 31, 2007 and 2008, is derived from unaudited financial data included elsewhere in this prospectus/proxy statement. CSB believes that the interim financial data reflects all adjustments (consisting solely of normal recurring accruals) necessary for a fair presentation of results of operations for those periods and financial position at those dates. The results of operations for the three-month period ended March 31, 2008 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, 2008.

																						As of and for the
																						three months
		As of and for the year ended December 31,																				ended March 31,
		2003				2004				2005				2006				2007				2007				2008
										(In thousands, except per share and ratio data)
Statements of Income:
Total interest income		$	15,414			$	15,074			$	17,358			$	20,045			$	21,231			$	5,146			$	5,283
Total interest expense			4,631				3,874				4,812				6,877				7,905				1,891				1,904
Net interest income			10,783				11,200				12,546				13,168				13,326				3,255				3,380
Provision (credit) for loan losses			(51	)			423				283				302				472				78				107
Net interest income after provision (credit) for loan losses			10,834				10,777				12,263				12,866				12,854				3,177				3,273
Noninterest income			2,155				2,680				2,580				2,592				3,035				646				955
Noninterest expenses			10,799				10,278				10,803				10,915				10,701				2,620				2,728
Income before income taxes			2,190				3,179				4,041				4,543				5,188				1,204				1,500
Income tax provision			130				653				1,168				1,433				1,674				389				498
Net income		$	2,060			$	2,526			$	2,873			$	3,110			$	3,514			$	815			$	1,002
Per share of common stock:
Basic income per share		$	0.78			$	0.96			$	1.09			$	1.23			$	1.42			$	0.33			$	0.41
Diluted income per share			0.78				0.95				1.09				1.23				1.42				0.33				0.41
Dividends			0.48				0.52				0.56				0.64				0.72				.18				.18
Book value			13.13				13.69				13.64				14.03				14.82				14.18				15.22
Average basic common shares outstanding			2,638,360				2,644,582				2,638,697				2,526,914				2,467,110				2,487,087				2,444,597
Average diluted common shares outstanding			2,641,887				2,650,948				2,642,301				2,532,592				2,467,812				2,487,087				2,444,642

																						As of and for the
																						three months
		As of and for the year ended December 31,																				ended March 31,
		2003				2004				2005				2006				2007				2007				2008
										(In thousands, except per share and ratio data)
Period-end balances:
Loans, net		$	210,796			$	215,510			$	212,574			$	229,825			$	254,073			$	232,922			$	244,293
Securities			67,773				76,228				81,220				70,241				74,526				69,240				66,387
Total assets			306,180				317,340				320,989				327,240				350,270				322,406				344,808
Deposits			248,958				247,951				255,403				260,178				259,386				253,531				247,029
Borrowings			21,372				32,062				29,485				30,521				53,329				32,013				58,480
Shareholders’ equity			34,718				36,208				35,170				35,070				36,278				34,915				37,148
Average balances:
Loans, net		$	206,685			$	214,330			$	218,187			$	222,952			$	239,405			$	230,801			$	251,651
Securities			70,027				73,342				71,866				74,994				66,966				69,590				68,898
Total assets			302,601				312,534				316,612				319,749				327,771				323,327				343,023
Deposits			236,525				241,674				249,007				247,543				253,221				253,398				251,060
Borrowings			30,981				34,540				30,083				35,824				37,278				32,868				53,642
Shareholders’ equity			34,360				35,332				36,290				34,766				35,772				35,269				37,021
Selected ratios:
Net interest margin			3.81	%			3.83	%			4.23	%			4.38	%			4.31	%			4.40	%			4.19	%
Return on average total assets			0.68				0.81				0.91				0.97				1.07				1.02				1.17
Return on average shareholders’ equity			6.00				7.15				7.92				8.95				9.82				9.37				10.89
Average shareholders’ equity as a percent of average total assets			11.35				11.31				11.46				10.87				10.91				10.91				10.79
Net loan charge-offs as a percent of average loans			0.09				0.14				0.19				0.06				0.20				0.05				0.00
Allowance for loan losses as a percent of loans at period-end			1.15				1.18				1.14				1.12				1.01				1.13				1.09
Shareholders’ equity as a percent of total period-end assets			11.34				11.41				10.96				10.72				10.36				10.83				10.77
Dividend payout ratio			61.48				54.44				51.47				51.89				50.70				54.55				43.90

Selected Financial Data of Indian Village Bancorp, Inc. (Historical)

     The following table sets forth selected consolidated historical data of Indian Village for the periods and at the dates indicated. This data has been derived in part from and should be read together with the audited consolidated financial statements and notes thereto included elsewhere in this prospectus/proxy statement. Financial data at March 31, 2007 and 2008, and for the nine months ended March 31, 2007 and 2008, is derived from unaudited financial data included elsewhere in this prospectus/proxy statement. Indian Village believes that the interim financial data reflects all adjustments (consisting solely of normal recurring accruals) necessary for a fair presentation of results of operations for those periods and financial position at those dates. The results of operations for the nine-month period ended March 31, 2008 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending June 30, 2008.

																						As of and for the
																						nine months
		As of and for the year ended June 30,																				ended March 31,
		2003				2004				2005				2006				2007				2007				2008
						(In thousands, except per share and ratio data)
Statements of Income:
Total interest income		$	5,054			$	5,100			$	5,186			$	5,708			$	6,329			$	4,845			$	4,213
Total interest expense			3,281				3,030				3,022				3,586				4,244				3,252				2,815
Net interest income			1,773				2,070				2,164				2,122				2,085				1,593				1,398
Provision for loan losses			305				133				120				271				698				396				320
Net interest income after provision for loan losses			1,468				1,937				2,044				1,851				1,387				1,197				1,078
Noninterest income			680				293				(35	)			371				242				202				247
Noninterest expenses			1,733				1,871				1,968				2,221				2,317				1,785				1,663
Income (loss) before income taxes			415				359				41				1				(688	)			(386	)			(338	)
Income tax provision (benefit)			27				1				18				(83	)			(311	)			(190	)			(93	)
Net income (loss)		$	388			$	358			$	23			$	84			$	(377	)		$	(196	)		$	(245	)
Per share of common stock:
Basic income (loss) per share		$	0.95			$	0.90			$	0.06			$	0.20			$	(0.91	)		$	(0.47	)		$	(0.59	)
Diluted income (loss) per share			0.93				0.88				0.05				0.20				(0.91	)			(0.47	)			(0.59	)
Dividends			0.29				0.29				0.31				0.24				0.04				0.04				0.00
Book value			23.37				20.32				20.42				19.14				18.84				19.74				19.36
Average basic common shares outstanding			370,628				398,843				407,258				412,779				416,087				415,509				418,585
Average diluted common shares outstanding			377,623				408,976				413,109				419,363				416,087				415,509				418,585

																						As of and for the
																						nine months
		As of and for the year ended June 30,																				ended March 31,
		2003				2004				2005				2006				2007				2007				2008
						(In thousands, except per share and ratio data)
Period-end Balances:
Loans, net		$	49,674			$	53,915			$	64,458			$	77,250			$	70,812			$	73,446			$	63,831
Securities			42,056				38,987				25,705				28,291				20,156				20,838				14,858
Total assets			98,427				99,644				97,358				113,787				99,712				103,914				97,121
Deposits			55,881				60,541				62,134				79,365				67,950				71,849				66,034
Borrowings			33,350				30,542				26,593				26,141				23,423				23,617				22,560
Shareholders’ equity			8,400				7,422				8,364				7,903				7,839				8,204				8,126
Average balances:
Loans, net		$	51,480			$	50,039			$	58,829			$	70,066			$	76,249			$	77,007			$	68,209
Securities			32,059				38,275				29,482				23,295				22,641				24,254				16,801
Total assets			92,931				98,519				98,581				103,904				108,590				110,670				97,051
Deposits			52,666				56,155				60,150				65,643				73,749				77,037				65,966
Borrowings			29,768				30,575				28,093				26,388				24,409				24,699				22,921
Shareholders’ equity			8,193				7,618				7,996				8,131				8,219				7,977				7,753
Selected ratios:
Net interest margin			2.11	%			2.40	%			2.47	%			2.30	%			2.11	%			1.98	%			2.07	%
Return on average total assets			0.42				0.36				0.02				0.08				(0.35	)			(0.17	)			(0.25	)
Return on average shareholders’ equity			4.59				4.70				0.29				1.03				(4.60	)			(2.46	)			(3.16	)
Average shareholders’ equity as a percent of average total assets			9.05				7.73				8.11				7.82				7.57				7.21				7.99
Net loan charge-offs as a percent of average loans			1.54				0.33				0.11				(0.01	)			0.51				0.34				0.28
Allowance for loan losses as a percent of loans at period-end			0.54				0.44				0.45				0.74				1.23				0.79				1.36
Shareholders’ equity as a percent of total period-end assets			8.53				7.45				8.59				6.95				7.85				7.90				8.37
Dividend payout ratio			30.00				32.32				516.67				120.00				N/A				N/A				N/A