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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995
OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from Commission
file number 0-10792 ----------
______HORIZON BANCORP_______
(Exact name of registrant as specified in its charter)
__________INDIANA____________ ______35-1562417_______
State or other jurisdiction of (I.R.S.
Employer
incorporation or organization
Identification No.)
515 Franklin St., Michigan City, Indiana _________46360_________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 219-879-0211
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value, 739,810 shares outstanding at March 29, 1996
(Title of class)
Indicate by checkmark whether the registrant (1) has 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K X .
The aggregate market value of the registrant's common stock held by
nonaffiliates of the registrant, based on the bid price of such stock on March
29, 1996 was XX,XXX,XXX .
Documents Incorporated by Reference
-----------------------------------
Part of Form 10-K into which
Document portion of document is incorporated
- -------- -----------------------------------
Portions of the Registrant's 1995 ......................... I, II, VI
annual report to shareholders
Portions of the Registrant's .............................. III
proxy statement to be filed for
its May 16,1996 annual meeting
of shareholders
Except as provided in Part I, Part II and Part III, no part of the Registrant's
1995 annual report to shareholders or proxy statement shall be deemed
incorporated herein by this reference or to be filed with the Securities and
Exchange Commission for any purposes.
PART I
ITEM 1. BUSINESS
- ------- --------
(a) General Development of Business
Horizon Bancorp, a registered bank holding company organized under the laws
of the State of Indiana on April 26, 1983, (Registrant), became the parent
corporation and sole shareholder of The First Merchants National Bank of
Michigan City pursuant to a plan of reorganization effective October 31,
1983. Prior to October 31, 1983, the Registrant conducted no business and
had only nominal assets necessary to complete the plan of reorganization.
On October 1, 1986 the Registrant issued 399,340 shares of its common stock
in exchange for all of the common stock of Citizens Michiana Financial
Corporation in connection with mergers of such companies and their
subsidiaries. Subsequent to the merger, the Registrant remains a one-bank
holding company with a wholly-owned subsidiary, First Citizens Bank, N.A.
(Bank) and non-bank subsidiaries, HBC Insurance Group (Insurance Company)
and The Loan Store, Inc., (Loan Store).
(b) Financial Information About Industry Segments
The Registrant, Bank and its subsidiaries are engaged in the commercial and
retail banking business, retail lending and insurance credit life sales.
Refer to Item 1(e) and Item 6 for information pertaining to Registrant's
banking business.
(c) Narrative Description of Business
The Registrant's business is that incident to its 100% ownership of Bank,
Loan Store and the Insurance Company. The main source of funds for the
Registrant is dividends from Bank. Bank was chartered as a national bank
association in 1873 and has operated continuously since that time. Bank,
whose deposits are insured by the Federal Deposit Insurance Corporation to
the extent provided by law, is a full-service commercial bank offering a
broad range of commercial and retail banking services, corporate and
individual trust and agency services, and other services incident to
banking. Bank maintains eight facilities located exclusively within LaPorte
County, Indiana and three facilities located in Porter County, Indiana. At
December 31, 1995, Bank had total assets of $363,889,000 and total deposits
of $289,039,000. Aside from the stock of Bank, the Registrant's only other
significant assets are cash totaling approximately $661,000, investment
securities totaling approximately $1,430,000 and taxes receivable of
approximately $552,000 at December 31, 1995.
The business of the Registrant and Bank is not seasonal to any material
degree.
No material part of the Registrant's business is dependent upon a single or
small group of customers, the loss of any one or more of whom would have a
materially adverse effect on the business of the Registrant. Revenues from
loans accounted for 67% in 1995, 66% in 1994, and 66% in 1993 of the total
consolidated revenue. Revenues from investment securities accounted for 20%
in 1995, 20% in 1994 and 21% in 1993 of total consolidated revenue.
The Registrant has no employees and there are approximately 195 full and
part-time persons employed by Bank as of December 31, 1995.
A high degree of competition exists in all major areas where the Registrant
engages in business. Bank's primary market consists of LaPorte County,
Indiana, portions of Porter County, Indiana, and Berrien County, Michigan.
Bank competes with commercial banks located in the home county and
contiguous counties in Indiana and Michigan, as well as with savings and
loan associations, consumer finance companies, and credit unions located
therein. To a more moderate extent, Bank competes with Chicago money center
banks, mortgage banking companies, insurance companies, brokerage houses,
other institutions engaged in money market financial services, and certain
government agencies.
The Insurance Company offers credit insurance. The Loan Store, Inc. is
engaged in the business of retail lending and operates one facility in
Merrillville, Indiana. The net income generated from the insurance
operation and the finance company are not significant to the overall
operations of the Registrant.
Regulation
The earnings and growth of the banking industry and the Registrant are
affected not only by the general economic conditions, but also by the
credit policies of monetary authorities, particularly the Federal Reserve
System. An important function of the Federal Reserve System is to regulate
the national supply of bank credit in order to contest recessionary trends
and curb inflationary pressures. Among the instruments of monetary policy
used by the Federal Reserve System to implement these objectives are open
market operations in U.S. Government securities, changes in the discount
rate on member bank borrowings, and changes in reserve requirements against
member bank deposits. These means are used in varying combinations to
influence overall growth of bank loans, investments and deposits and may
also affect interest rates charged on loans or paid on deposits. The
monetary policies of the Federal Reserve System have had a significant
effect on the operating results of commercial banks in the past and are
expected to continue to do so in the future. Because of changing conditions
in the national and international economy and the money markets, and as a
result of actions by monetary and fiscal authorities, including the Federal
Reserve System, interest rates, credit availability and deposit levels may
change due to circumstances beyond the control of the Registrant or Bank.
The Registrant, as a bank holding company, is subject to regulation
under the Bank Holding Company Act of 1956, as amended (Act), and is
registered with the Board of Governors of the Federal Reserve System (Board
of Governors). Under the Act, the Registrant is required to obtain prior
approval of the Board of Governors before acquiring direct ownership or
control of more than 5% of the voting shares of any bank. With certain
exceptions, the Act precludes the Registrant from acquiring direct or
indirect ownership or control of more than 5% of the voting shares of any
company which is not a bank and from engaging in any business other than
that of banking, managing and controlling banks, or furnishing services to
its subsidiary. The Registrant may engage in, and may own shares of
companies engaged in, certain activities found by the Board of Governors to
be so closely related to banking as to be a proper incident thereto.
The Registrant is required to file annual reports of its operations
with the Board of Governors and such additional information as they may
require pursuant to the Act, and the Registrant and Bank are subject to
examination by the Board of Governors. Further, the Registrant and Bank are
prohibited from engaging in certain tie-in arrangements with respect to any
extension of credit or provision of property or services.
The Board of Governors also possesses the authority through cease and
desist powers to regulate parent holding company and nonbank subsidiaries
where action of a parent holding company or its nonbank subsidiaries
constitutes a serious threat to the safety, soundness or stability of a
subsidiary bank. Federal bank regulatory agencies also have the power to
regulate debt obligations issued by bank holding companies. Included in
these powers is the authority to impose interest ceilings and reserve
requirements on such debt obligations.
The acquisition of banking subsidiaries by bank holding companies is
subject to the jurisdiction of, and requires the prior approval of, the
Federal Reserve and, for institutions resident in Indiana, the Indiana
Department of Financial Institutions. Bank holding companies located in
Indiana are permitted to acquire banking subsidiaries throughout the state,
subject to limitations based upon the percentage of total state deposits of
the holding company's subsidiary banks. Further, Indiana law permits
interstate bank holding company acquisitions on a reciprocal basis, subject
to certain limitations. Beginning July 1, 1992, Indiana law permits the
Registrant to acquire banks, and be acquired by bank holding companies,
located in any state in the country which permits reciprocal entry by
Indiana bank holding companies.
The Registrant and Bank are "affiliates" within the meaning of the
Federal Reserve Act. The Federal Reserve Act and the Federal Deposit
Insurance Act limit the amount of the Bank's loans or extensions of credit
to the Registrant, its investments in the stock or other securities
thereof, and its taking of such stock or securities as collateral for loans
to any borrower.
Bank, as a national bank, is regulated and regularly examined by the
Office of the Comptroller of the Currency (OCC). In addition to certain
statutory limitations on the payment of dividends, approval of the OCC is
required for any dividend to the Registrant by Bank if the total of all
dividends, including any proposed dividend, declared by Bank in any
calendar year exceeds the total of its net profits (as defined by the OCC)
for that year combined with its retained net profits for the preceding two
years, less any required transfers to surplus.
The Federal Reserve Board implemented risk-based capital requirements
for banks and bank holding companies in December, 1988. The risk-based
capital requirements have little effect on the Registrant because existing
capital is in excess of the requirements. (See additional discussion in
Management's Discussion and Analysis in Registrant's Annual Report to
Shareholders, Exhibit 13.)
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
None
(e) Statistical Disclosures
I. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST
RATES AND INTEREST DIFFERENTIAL
Information required by this section of Securities Act Industry Guide 3 is
presented in Management 's Discussion and Analysis Section of the
Corporation's 1995 Annual Report to Shareholders,
II. INVESTMENT PORTFOLIO
(A) The following is a schedule of the book value of investment securities
available for sale and held to maturity at December 31, 1995, 1994 and
1993.
1995 1994 1993
---- ---- ----
AVAILABLE FOR SALE
U.S. Treasury and U.S. Government $ 7,165 $ 18,034 $ 15,671
agencies and corporations
Mortgage-backed securities 62,717 63,704
Other securities 4,281 5,327
Unrealized gain/(loss) 779 (3,923)
--------- --------- ---------
Total investment securities available $ 74,942 $ 83,142 $ 15,671
for sale ========= ========= =========
HELD TO MATURITY
U.S. Treasury and U.S. Government $ 3,164 $ 3,521 $ 23,249
agencies and corporations
Obligations of states and political 9,003 11,954 13,856
subdivisions
Mortgage-backed securities 42,866
Other securities 6,420
Unrealized gain/(loss) 0 0 (138)
--------- --------- ---------
Total investment securities held to 12,167 15,475 86,253
maturity ========= ========= =========
Total investment securities available $ 87,109 $ 98,617 $ 101,924
for sale and held to maturity ========= ========= =========
(B) The following is a schedule of maturities of each category of debt
securities and the related weighted average yield of such securities
as of December 31, 1995:
After one After five years
One year or year through through ten After ten
less five years years years
(Thousands) Amount Yield Amount Yield Amount Yield Amount Yield
- ----------- ------ ----- ------ ----- ------ ----- ------ -----
AVAILABLE FOR SALE
U.S. Treasury and U.S. $ 6,162 5.31% $ 1,004 6.20%
Government agency
securities(1)
Other securities 4,281 6.03%
Mortgage-backed 40,417 6.70% 20,462 7.10% 1,837 6.34%
securities (2)
Total $ 10,443 5.60% $ 41,421 6.69% $ 20,462 7.10% $ 1,837 6.34%
--------- ---- --------- ---- --------- ---- --------- ----
HELD TO MATURITY
U.S. Government agency $ 457 7.76% $ 1,538 7.88% $ 1,169 8.12%
securities
Obligations of states 3,686 3.72% 4,280 4.21% 195 4.51% 842 5.36%
and political
subdivisions
Total $ 3,686 3.72% $ 4,737 4.55% $ 1,733 7.50% $ 2,011 6.97%
--------- ---- --------- ---- --------- ---- --------- ----
Total investment $ 14,129 5.11% $ 46,158 6.47% $ 22,195 7.13% $ 3,848 6.67%
securities available for ========= ==== ========= ==== ========= ==== ========= ====
sale and held to maturity
(1) Amortized cost is based on contractual maturity or call date where a call
option exists
(2) Maturity based upon estimated weighted-average life.
The weighted average interest rates are based on coupon rates for
securities purchased at par value and on effective interest rates considering
amortization or accretion if the securities were purchased at a premium or
discount. Yields are not presented on a tax-equivalent basis.
(C) Excluding those holdings of the investment portfolio in U.S. Treasury
securities and other agencies and corporations of the U.S. Government,
there were no investments in securities of any one issuer which
exceeded 10% of the consolidated stockholders' equity of the
Registrant at December 31, 1995.
III. LOAN PORTFOLIO
(A) Types of Loans - Total loans on the balance sheet are comprised of the
following classifications at December 31 for the years indicated.
Thousands) 1995 1994 1993 1992 1991
- ---------- ---- ---- ---- ---- ----
Commercial, financial, $ 66,125 $ 67,177 $ 64,645 $ 67,074 $ 68,254
agricultural and commercial
tax-exempt loans
Real estate mortgage loans 119,739 105,512 103,693 102,398 76,692
Installment loans 55,798 50,933 52,880 48,896 57,227
------ ------ ------ ------ ------
Total loans $241,662 $223,622 $221,218 $218,368 $202,173
======== ======== ======== ======== ========
B) Maturities and Sensitivities of Loans to Changes in Interest Rates The
following is a schedule of maturities and sensitivities of loans to
changes in interest rates, excluding real estate mortgage and
installment loans, as of December 31, 1995:
One After
One year through five
Maturing or repricing (thousands) or less five years Total
- --------------------------------- ------- ---- ----- -----
Commercial, financial, $33,592 $23,567 $8,966 $66,125
agricultural and commercial
tax-exempt loans
The following is a schedule of fixed-rate and variable-rate commercial,
financial, agricultural and commercial tax-exempt loans due after one year.
(Variable-rate loans are those loans with floating or adjustable interest
rates.)
Fixed Variable
(Thousands) Rate Rate
----------- ---- ----
Total commercial, financial, agricultural, $15,595 $16,938
and commercial tax-exempt loans due after
one year
(C) Risk Elements
1. Nonaccrual, Past Due and Restructured Loans - The following schedule
summarizes nonaccrual, past due and restructured loans.
December 31 (thousands) 1995 1994 1993 1992 1991
----------------------- ---- ---- ---- ---- ----
(a) Loans accounted for on a .....$ 668 $2,794 $1,687 $2,054 $5,233
nonaccrual basis
(b) Accruing loans which are ..... 533 474 481 205 202
contractually past due 90
days or more as to interest
and principal payments
(c) Loans not included in (a)
or (b) which are "Troubled
Debt Restructuring's" as
defined by SFAS No. 15
Totals ..... $1,201 $3,268 $2,168 $2,259 $5,435
====== ====== ====== ====== ======
The decrease in nonaccrual loans in 1995 is primarily due to three loans
which were returned to an accruing basis. These loans had sustained
required payment performance over the last six months or longer. The
increase in nonaccrual loans in 1994 is due primarily to three loans for
approximately $1,500,000, secured by real estate and having common
ownership. These loans were placed on nonaccrual in April and May of 1994.
III. LOAN PORTFOLIO (Continued)
(Thousands)
Gross interest income that would have
been recorded on nonaccrual loans
outstanding as of December 31, 1995 in
the period if the loans had been current,
in accordance with their original terms
and had been outstanding throughout the
period or since origination if held for
part of the period $55
Interest income actually recorded on
nonaccrual loans outstanding as of
December 31, 1995 and included in net
income for the period 0
Interest income not recognized during the
period on nonaccrual loans outstanding as
of December 31, 1995 $55
===
Discussion of Nonaccrual Policy
From time to time, the Bank obtains information which may lead management
to believe that the collection of interest may be doubtful on a particular
loan. In recognition of such, it is management's policy to convert the loan
from an "earning asset" to a nonaccruing loan. Further, it is management's
policy to place a commercial loan on a nonaccrual status when delinquent in
excess of 90 days, unless the Loan Committee approves otherwise. All loans
placed on nonaccrual status must be reviewed by the officer responsible for
the loan, the senior lending officer and the loan review officer. The loan
review officer monitors the loan portfolio for any potential problem loans.
2. Potential Problem Loans
Loans where there are serious doubts as to the ability of the borrower to
comply with present loan repayment terms, and not included in Section 1
above, amount to $ 344,000 at December 31, 1995. Loan customers included in
this category are having financial difficulties at the present time and may
need adjustments in their repayment terms. Payments are anticipated or
collateral or guarantees are available to reduce any possible loss. These
loans and potential loss exposure have been considered in management's
analysis of the adequacy of the allowance for loan losses. Consideration
was given to loans classified for regulatory purposes as loss, doubtful,
substandard or special mention that have not been disclosed in Section 1
above. Management believes that these loans do not represent or result from
trends or uncertainties which management reasonably expects will materially
impact future operating results, liquidity or capital resources, or
management believes that these loans do not represent material credits
about which management is aware of any information which causes management
to have serious doubts as to the ability of such borrowers to comply with
the loan repayment terms.
3. Foreign outstandings
None
4. Loan Concentrations
As of December 31, 1995 there are no significant concentrations of loans
exceeding 10% of total loans other than those disclosed in Item III above.
III. LOAN PORTFOLIO (Continued)
(D) Other Interest-Bearing Assets
Other than $3,117,000 held as other real estate owned, net of
allowance, there are no other interest-bearing assets as of December
31, 1995 which would be required to be disclosed under Item III C.1 or
2 if such assets were loans.
IV. SUMMARY OF LOAN LOSS EXPERIENCE
(A) The following schedule presents an analysis of the allowance for loan
losses, average loan data and related ratios for the years ended
December 31:
(Thousands) 1995 1994 1993 1992 1991
- ----------- ---- ---- ---- ---- ----
LOANS
Loans outstanding at the .... $241,662 $223,622 $219,139 $215,649 $198,444
end of the period (1)
Average loans outstanding ... $226,200 $218,053 $214,033 $208,615 $205,628
during the period (1)
(1) Net of unearned income
and deferred loan fees
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of the . $ 2,555 $ 2,310 $ 1,997 $ 2,479 $ 2,462
period
Loans charged-off:
Commercial and .............. (45) (213) (1,625) (1,408)
agricultural loans
Real estate mortgage ........ (17)
loans
Installment loans ........... (231) (220) (343) (515) (728)
---- ---- ---- ---- ----
Total loans charged-off ..... (293) (220) (556) (2,140) (2,136)
Recoveries of loans
previously charged-off:
Commercial and .............. 358 143 339 229 240
agricultural loans
Real estate mortgage ........ . 8 1
loans
Installment loans ........... 149 157 254 228 340
--- --- --- --- ---
Total loan recoveries ....... 515 300 593 457 581
Net loans charged-off ....... 222 80 37 (1,683) (1,555)
--- -- -- ------ ------
Provision charged to ........ 165 276 1,201 1,572
operating expense
Balance at the end of the ... $ 2,777 $ 2,555 $ 2,310 $ 1,997 $ 2,479
======= ======= ======= ======= =======
period
Ratio of net charge-offs ..... (0.10)% (0.04)% (0.02)% 0.81% 0.76%
(recoveries) to average
loans outstanding for the
period
IV. SUMMARY OF LOAN LOSS EXPERIENCE (Continued)
The allowance for loan losses balance and the provision charged to
expense are judgmentally determined by management based upon the periodic
reviews of the loan portfolio. In 1995, nonperforming loans decreased due
primarily to the three loans returned to an accruing basis. In 1994, the
bank experienced an increase in nonperforming loans which was due
principally to the loans to a single borrower. As of December 31, 1994,
the allowance for possible loan losses increased over 1993 both in terms
of amount and percentage of outstanding loans. The provision for possible
loan losses was lower in 1994 than 1993 in part because the bank
experienced net loan recoveries. The provision for loan losses continues
to decrease in 1994, not withstanding the increase in nonperforming loans,
due to the availability of excess reserves within the allowance. The 1993
provision reflects both the decrease in charge-offs and nonperforming
loans. Management also considered the varying charge-off and recovery
levels relative to the installment loan portfolio as well as varying
levels of charge-offs on commercial loans in determining an adequate
allowance for loan losses for the periods presented. See also Note 5 of
the notes to the consolidated financial statements. Estimating the risk of
loss and the amount of loss is necessarily subjective. Accordingly, the
allowance is maintained by management at a level considered adequate to
cover possible losses that are currently anticipated based on past loss
experience, general economic conditions, information about specific
borrower situations including their financial position and collateral
values and other factors and estimates which are subject to change over
time.
(B) The following schedule is a breakdown of the allowance for loan losses
allocated by type of loan and the percentage of loans in each category to
total loans.
Allocation of the Allowance for Loan Losses at December 31, 1995 (thousands)
1995 1994 1993
---- ---- ----
%of %of %of
Allowance Total Allowance Total Allowance Total
Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ -----
Commercial, $733 27.4% $1,434 29.9 % $1,064 29.2%
financial
and
agricultural
Real estate ... 139 49.5% 111 47.1% 171 46.9%
mortgage
Installment ... 655 23.1% 407 23.0% 514 23.9%
Unallocated. 1,250 603 561
----- --- ---
Total $2,777 100.0% $2,555 100.0% $2,310 100.0%
====== ===== ====== ===== ====== =====
1992 1991
---- ----
%of %of
Allowance Total Allowance Total
Amount Loans Amount Loans
------ ----- ------ -----
Commercial, $1,192 30.7% $1,632 33.8%
financial
and
agricultural
Real estate 185 46.9% 182 37.9%
mortgage
Installment 389 22.4% 469 28.3%
Unallocated 231 196
--- ---
Total $1,997 100.0% $2,479 100.0%
====== ===== ====== =====
While management's periodic analysis of the adequacy of the allowance for
loan losses may allocate portions of allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs
that occur.
V. DEPOSITS
Information required by this section is incorporated by reference to the
information appearing under the caption "Summary of Selected Financial
Data" on page of the Registrant's Annual Report to Shareholders, Exhibit
13.
VI. RETURN ON EQUITY AND ASSETS
Information required by this section is incorporated by reference to
the information appearing under the caption "Summary of Selected Financial
Data" on page of the Registrant's Annual Report ---- to Shareholders,
Exhibit 13.
VII. SHORT-TERM BORROWINGS
The following is a schedule of statistical information relative to
securities sold under agreements to repurchase which are secured by U.S.
Treasury and U.S. Government agency securities and mature within one year.
There were no other categories of short-term borrowings for which the
average balance outstanding during the period was 30 percent or more of
shareholders' equity at the end of the period.
(Thousands) 1995 1994 1993
----------- ---- ---- ----
Outstanding at year end ... $ 9,558 $6,693 $5,769
Approximate weighted ...... 5.52% 6.39% 3.06%
average interest rate at year-end
Highest amount outstanding $16,446 $7,980 $9,132
as of any month-end during the year
Approximate average ....... $ 8,196 $6,525 $7,490
outstanding during the year
Approximate weighted average 5.65% 4.11% 2.78%
interest rate during the year
ITEM 2. PROPERTIES
- -------------------
The main office of the Registrant and Bank is located at 515 Franklin
Square, Michigan City, Indiana. The building located adjacent to the main office
of the Registrant and Bank, at 502 Franklin Square, houses the lending,
operations and micro-computer departments of Bank. In addition to these
principal facilities, the Bank has eight branches located at:
1020 N. Karwick Road, Michigan City, Indiana
5477 Johnson Road, Michigan City, Indiana
3600 South Franklin Street, Michigan City, Indiana
353 Main Street, Westville, Indiana
1410 Lincolnway, LaPorte, Indiana
754 Indian Boundary Road, Chesterton, Indiana
3125-5 N. Calumet , Valparaiso, Indiana
6500 U.S. Highway 6, Portage, Indiana
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The information required under this Item is incorporated by reference to
the information appearing under the caption "Note 18 - Commitments, Off-Balance
Sheet Risk and Contingencies" on page of the registrants -- Annual Report to
Shareholders, Exhibit 13.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of the Registrant's stockholders
during the fourth quarter of the 1995 fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
The information required under this item is incorporated by reference to
the information appearing under the caption "Market for Horizon's Common Stock
and Related Stockholder Matters" on page of the Registrant's Annual Report to
Shareholders, Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required under this item is incorporated by reference to
the information appearing under the caption "Summary of Selected Financial Data"
on page of the Registrant's Annual Report to Shareholders, ---- Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
- -------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Management's discussion and analysis of financial condition and results of
operations appears on pages through -# in the 1995 Annual Report to
Shareholders, Exhibit 13 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The consolidated financial statements and supplementary data required under
this item are incorporated herein by reference to the Annual Report to
Shareholders, pages xx through , Exhibit 13. The Registrant is not required to
furnish the supplementary financial information specified by Item 302 of
Regulation S-K.
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Stockholders'Equity
for the years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to the Consolidated Financial Statements
Report of Independent Public Accountants
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
The disclosures required under this item are incorporated by reference to
the Registrant's Forms 8-K, Exhibit 16.
PART III
Information relating to the following items will be included in the
Registrant's definitive proxy statement for the annual meeting of shareholders
to be held May 16, 1996 ("1996 Proxy Statement"). The 1996 Proxy Statement will
be filed with the Commission within one hundred twenty days of the close of the
Registrant's last fiscal year and is in part incorporated into this Form 10-K
Annual Report by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) 1. Financial Statements
The following consolidated financial statements of the Registrant appear
in the 1995 annual report to shareholders on the pages referenced and are
specifically incorporated by reference under Item 8 of this Form 10-K:
Annual Report
Page Number
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Consolidated Balance Sheets ............................... 1
Consolidated Statements of Income ......................... 2
Consolidated Statements of Changes in Stockholders' Equity 3
Consolidated Statements of Cash Flows ..................... 4
Notes to the Consolidated Financial Statements ............ 8 - 28
Report of Independent Public Accountants .................. 29
(a) 2. Financial Statement Schedules
Financial statement schedules are omitted for the reason that they are
not required or are not applicable, or the required information is
included in the financial statements.
(a) 3. Exhibits
Reference is made to the Exhibit Index which is found on page of this
Form 10-K.
(b) Reports on Form 8-K
The following Forms 8-K were filed during the fourth quarter of 1992:
October 15, 1992 - Change in and disagreements with Registrant's
Certifying Accountant
November 6, 1992 - Amendment to October 15, 1992 Form 8-K
November 17, 1992 - Change in Registrant's Certifying Accountant
December 11, 1992 - Second Amendment to October 15, 1992 Form 8-K
January 17, 1995 - Significant Matters to Shareholders
Exhibits
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(c) Reference is made to the Exhibit Index which is found on page of this
Form 10-K.
(d) Financial Statement Schedules Financial statement schedules are
omitted for the reason that they are not required or are not
applicable, or the required information is included in the financial
statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HORIZON BANCORP____________________
(Registrant)
Date 3/19/96 Larry E. Reed
Chairman & Chief Executive Officer
Date 3/19/96 Thomas P. McCormick
Secretary/Senior Loan Officer
Date 3/19/96 Diana E. Taylor
Chief Financial Officer/Treasurer
Pursuant to the requirements of the Securities Exchange Act of l934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date Signature and Title
3/19/96 Dale W. Alspaugh, Director
3/19/96 Russell L. Arndt, Director
3/19/96 George R. Averitt, Director
3/19/96 James D. Brown, Director
3/19/96 Robert C. Dabagia, Director
Chief Administrative Officer
3/19/96 Myles J. Kerrigan, Director
3/19/96 Robert E. McBride, Director
3/19/96 Boyd W. Phelps, Director
3/19/96 Larry E. Reed, Director
Chairman & Chief Executive Officer
3/19/96 Gene L. Rice, Director
EXHIBIT INDEX
The following exhibits are included in this Form 10-K or are incorporated by
reference as noted in the following table:
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBERS
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3.1 ARTICLES OF INCORPORATION OF HORIZON BANCORP INCORPORATED BY REFERENCE
12/31/89 FORM 10-K
3.2 BY-LAWS OF HORIZON BANCORP INCORPORATED BY REFERENCE
TO 12/31/91FORM 10-K
10.1 MATERIAL CONTRACTS-AGREEMENT INCORPORATED BY REFERENCE
REGARDING EMPLOYMENT CONTRACTS TO EXHIBIT 10
FORM 8-K DATED 12/13/89
10.2 MATERIAL CONTRACTS-l987 STOCK OPTION AND INCORPORATED BY REFERENCE
STOCK APPRECIATION RIGHTS PLAN OF HORIZON TO 12/31/86 FORM 10-K
BANCORP
10.3 MATERIAL CONTRACTS-NONQUALIFIED STOCK OPTION INCORPORATED BY REFERENCE
AND STOCK APPRECIATION RIGHTS AGREEMENT TO 12/31/86 FORM 10-K
10.4 MATERIAL CONTRACTS-AMENDED NONQUALIFIED INCORPORATED BY REFERENCE
DIRECTORS DEFERRED COMPENSATION PLAN TO 12/31/89 FORM 10-K
10.5 MATERIAL CONTRACTS-AMENDED EMPLOYEE THRIFT INCORPORATED BY REFERENCE
PLAN TO 12/31/88 FORM 10-K
11 STATEMENT REGARDING COMPUTATION OF PER SHARE PAGE OF THE ANNUAL
EARNINGS-REFER TO ANNUAL REPORT REPORT
FOOTNOTE 1 (EXHIBIT 13)
13 REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS
FOR THE YEAR ENDED DECEMBER 31, 1995
(NOT DEEMED FILED EXCEPT FOR PORTIONS
THEREOF WHICH ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO THIS FORM 10-K)
16 LETTER REGARDING CHANGE IN CERTIFYING INCORPORATED BY REFERENCE
ACCOUNTANT TO FORMS 8-K DATED
10/15/92, 10/15/92,
11/6/92 AND 11/17/92
22 SUBSIDIARY OF THE REGISTRANT INCORPORATED BY REFERENCE
TO 2/31/87 FORM 10-K
27 FINANCIAL DATA SCHEDULE