<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
HORIZON BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
April 26, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders of
Horizon Bancorp to be held at the Holiday Inn, 5820 South Franklin Street,
Michigan City, Indiana on Thursday, May 27, 1999 at 10:00 a.m. (local time). To
ensure that a quorum will be represented at the meeting, we encourage you to
complete, sign, date and return your proxy promptly in the enclosed postage
prepaid envelope. This will not limit your right to vote in person or to attend
the meeting.
The Notice of Annual Meeting and the Proxy Statement on the following pages
cover the business to come before the meeting, which will include election of
directors. We urge you to read these materials carefully.
The Annual Report of Horizon Bancorp for the year ending December 31, 1998 is
also enclosed. The Annual Report is not to be considered as proxy solicitation
material.
We look forward to meeting our shareholders, and welcome the opportunity to
discuss the business of your company with you.
/s/ Robert C. Dabagia /s/ Craig M. Dwight
Robert C. Dabagia Craig M. Dwight
Chairman of the Board President
<PAGE> 3
HORIZON BANCORP
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
NOTICE IS HEREBY GIVEN THAT PURSUANT TO THE CALL OF ITS DIRECTORS, the Annual
Meeting of Shareholders of Horizon Bancorp will be held on THURSDAY, MAY 27,
1999, 10:00 A.M. (LOCAL TIME), AT THE HOLIDAY INN, 5820 SOUTH FRANKLIN STREET,
MICHIGAN CITY, INDIANA, for the purpose of considering and voting upon the
following matters:
1) The election of four (4) Directors to serve terms which will expire in
2002.
2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on April 26, 1999, the
record date fixed by the Board of Directors, are entitled to notice of and to
vote at the meeting.
Your attention is directed to the accompanying Proxy Statement and Proxy.
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY IN ORDER THAT THERE MAY BE PROPER
REPRESENTATION AT THE MEETING. YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors
/s/ Diana E. Taylor
Diana E. Taylor
Secretary/Treasurer
April 26, 1999
<PAGE> 4
HORIZON BANCORP
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360
(219) 879-0211
APRIL 26, 1999
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Horizon Bancorp
("Horizon") in connection with the solicitation by the Board of Directors of
proxies to be voted at the Annual Meeting of Shareholders of Horizon to be held
at the Holiday Inn, 5820 South Franklin Street, Michigan City, Indiana on
Thursday, May 27, 1999 at 10:00 a.m. (local time), and at any adjournment
thereof. This Proxy Statement and accompanying form of proxy have been mailed to
shareholders on or about April 26, 1999.
Only shareholders of record as of April 26, 1999 will be entitled to notice of,
and to vote at, the Annual Meeting. The voting securities of Horizon consist
only of Common Stock, of which 855,381 shares were issued and outstanding on the
record date. For the matters to be voted on at the Annual Meeting, each share of
Horizon Common Stock is entitled to one vote.
EXERCISE AND VOTING OF PROXY
The enclosed proxy is designed to permit each shareholder of record of Horizon
Common Stock at the close of business on April 26, 1999 to vote at the Annual
Meeting. All properly executed proxies delivered pursuant to this solicitation
will be voted at the meeting in accordance with the instructions of the
shareholders given in the proxies. In the absence of any such instructions, the
shares of Horizon Common Stock represented by proxy, will be voted FOR the
election of the four nominees for directors. On other matters that may properly
come before the meeting, this proxy will be voted, in their discretion, by the
named Proxies. Management is not aware of any other matters to be presented at
the meeting nor has it received notice from any shareholders of other matters to
be addressed. Any proxy may be revoked at any time insofar as it has not been
exercised, either by delivery to Horizon of a written revocation, by a duly
executed proxy bearing a later date or by action of the shareholder at the
meeting.
The nominees for election as directors of Horizon named in the Proxy Statement
will be elected by a plurality of the votes cast. Action on other matters
presented at the meeting will be approved if the votes cast in favor exceed the
votes cast in opposition, unless a higher voting requirement is required.
Abstentions or broker non-votes will not be voted for or against any items or
other matters presented at the meeting.
The cost of soliciting proxies in the accompanying form will be borne by
Horizon. In addition to solicitation by mail, proxies may be solicited
personally or by telephone or facsimile or electronic mail, by certain
directors, officers and employees of Horizon or Horizon Bank, N.A. ("Bank"), its
subsidiary, who will not be specially compensated for such solicitation. No
solicitation of proxies will be made by paid solicitors.
1
<PAGE> 5
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best of the knowledge of Horizon, as of February 28, 1999, the following
are the only beneficial owners of more than five percent (5%) of the outstanding
shares of Horizon Common Stock, except as otherwise noted under Nominee's
Standing for Election
<TABLE>
<CAPTION>
NAME & ADDRESS OUTSTANDING STOCK PERCENTAGE OF OUTSTANDING STOCK
- -------------- ----------------- -------------------------------
<S> <C> <C>
Cede & Co. 221,306 25.87%
Box #20
Bowling Green Station, NY 10004
IMS Investment Management, N.A.
as trustee 294,606 (1) 34.44%
P.O. Box 1125
Michigan City, IN 46360
Darhap & Co. 68,238 (2) 7.98%
P.O. Box 1125
Michigan City, IN 46360
</TABLE>
- --------------------------------------------------------------------------------
(1) Shares indicated as beneficially owned include 291,107 shares under
Horizon's Employee Stock Ownership Plan ("ESOP") and 3,499 shares under
Horizon's Employees' Thrift Plan.
(2) Shares indicated as beneficially owned are held by Darhap & Co. as
nominee for IMS Investment Management, N.A. (a subsidiary of Bank) for
shares held for beneficiaries of trusts and estates, but excluding
Horizon's Employee Stock Ownership Plan and Employees' Thrift Plan.
ELECTION OF DIRECTORS
The Articles of Incorporation of Horizon provide that the Board of Directors
shall consist of three classes of directors. One class of directors is to be
elected each year with terms extending to the third succeeding Annual Meeting
after such election.
NOMINEES STANDING FOR ELECTION
TERMS TO EXPIRE IN 2002:
<TABLE>
<CAPTION>
NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
<S> <C> <C> <C>
Chancellor, Purdue University 1,030 0.12%
- North Central
[PICTURE]
Dale W. Alspaugh
Age - 66
1986
</TABLE>
2
<PAGE> 6
CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2002:
<TABLE>
<CAPTION>
NOMINEES STANDING FOR ELECTION
TERMS TO EXPIRE IN 2002:
NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
<S> <C> <C> <C>
President and Chief Administrative 2,859(4) 0.33%
Officer, Horizon and President and
Chief Executive Officer, Bank
since December, 1998; Executive
Vice President and Chief Executive
Officer, Horizon and Bank since
[PICTURE] October, 1998; Vice President and
Craig M. Dwight Senior Lender, Bank since 1997;
Age - 42 Vice President and Senior Commercial
Appointed 1998(5) Lender, Bank since 1990
- --------------------------------------------------------------------------------------------------------
Pathologist, Pathology 3,627 0.42%
Consultants, Inc.
[PICTURE]
Robert E. McBride, M.D.
Age - 59
1984
- --------------------------------------------------------------------------------------------------------
Farmer 226 0.03%
[PICTURE]
Gene L. Rice
Age - 66
1979
- --------------------------------------------------------------------------------------------------------
CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2001:
NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
<S> <C> <C> <C>
Financial consultant; former publisher 682 0.08%
of Michigan City News-Dispatch
(local newspaper)
[PICTURE]
George R. Averitt
Age - 67
1973
</TABLE>
3
<PAGE> 7
CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2001:
<TABLE>
<CAPTION>
NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
<S> <C> <C> <C>
President, Century 21 250 0.03%
Middleton Co., Inc.
[PICTURE]
Larry N. Middleton, Jr.
Age - 46
1995
- --------------------------------------------------------------------------------------------------------
Executive Vice President, 100 0.01%
McKee Group
[PICTURE]
Susan D. Sterger
Age - 44
1995
- --------------------------------------------------------------------------------------------------------
President - Bearing Division 100 0.01%
Emerson Power Transmission Corp.
[PICTURE]
Robert E. Swinehart
Age - 56
1998
</TABLE>
4
<PAGE> 8
CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2000:
<TABLE>
<CAPTION>
NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
<S> <C> <C> <C>
Farmer 1,272 0.15%
[PICTURE]
Russell L. Arndt
Age - 70
1976
- --------------------------------------------------------------------------------------------------------
Chairman and Chief Executive 27,590(3) 3.16%
Officer, Horizon and Chairman
Bank, since December 15, 1998;
President and Chief Administrative
Officer, Horizon and Bank from 1986
to retirement on December 31, 1996
[PICTURE]
Robert C. Dabagia
Age - 60
1980
- --------------------------------------------------------------------------------------------------------
Board Member, Chicago Board 883 0.10%
of Trade
[PICTURE]
Myles J. Kerrigan
Age - 59
1979
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) The date indicated in this column reflects the year the person listed
was first elected as a director of Horizon or one of the predecessors
of Bank, namely Citizens Bank of Michigan City ("Citizens Bank") and
First Merchants National Bank ("First Bank").
(2) The information shown regarding shares beneficially owned is based upon
information furnished to Horizon by the individuals listed. The nature
of beneficial ownership, unless otherwise noted, represents sole or
shared voting or investment power.
(3) Shares indicated as beneficially owned by Mr. Dabagia include 12,000
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon.
(4) Shares indicated as beneficially owned by Mr. Dwight include 1,200
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon, 1,658 shares
held by the Horizon Employee Stock Ownership Plan ("ESOP") and 1 share
held by Horizon Employees' Thrift Plan ("Thrift Plan").
(5) Mr. Dwight was appointed by the Board of Directors on December 15, 1998
to fulfill the unexpired term of Mr. McCormick.
Information regarding shares beneficially owned is as of February 28, 1999. As
of February 28, 1999, directors, nominees and executive officers, as a group
(12, including above 11 individuals), beneficially owned 39,541 shares
(including 13,200 shares exercisable under stock options), 4.53% of the shares
outstanding.
5
<PAGE> 9
BOARD RECOMMENDATION
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF
THE NOMINEES. It is intended that the proxies given to the persons named in the
accompanying form of proxy will, unless otherwise indicated therein, be voted
FOR the election of the nominees named above. Although management has no reason
to believe that any nominee will be unable to serve, in the event any nominee
should become unavailable for election, and unless the Board of Directors shall
reduce the size of the Board to a number which shall be equal to the number of
nominees who are able and willing to serve, the persons named in the proxy will
vote for a substitute nominee who will be designated by the Board of Directors.
PROCEDURES FOR NOMINATION OF DIRECTORS
Under Horizon's by-laws, nominations for election to the Board of Directors may
be made by the Board of Directors or by any shareholder of any outstanding class
of capital stock of Horizon entitled to vote for the election of directors.
Horizon does not have a Nominating Committee of the Board of Directors.
Nominations by any shareholder must be made in writing and must be delivered to
the President of Horizon not less than 30 days nor more than 50 days prior to
any meeting of shareholders called for the purpose of electing directors and
must include certain detailed information and representations with respect to
such nominee as specified in the by-laws. Nominations not made in accordance
with the by-laws may be disregarded by the chairman of the meeting, in his
discretion, and upon his instructions, the vote tellers may disregard all votes
cast for any such nominee. A complete copy of the applicable provision of the
by-laws will be available upon request to the President of Horizon.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1998, Horizon's Board of Directors held twelve meetings. All Horizon
directors attended 75% or more of the aggregate of the meetings of the Board of
Horizon, Bank and all committees upon which the Directors serve except for Myles
J. Kerrigan. Horizon does not have any standing committees of its own. However,
the Bank Board of Directors has, among others, an Audit Committee and
Compensation Committee, which also serve as such for Horizon, The Loan Store,
Inc., a consumer finance subsidiary of Horizon, IMS Investment Management, N.A.,
an investment management subsidiary of Bank and Phoenix Insurance Services,
Inc., an insurance agency subsidiary of Bank.
The Audit Committee, whose members at December 31, 1998 were Susan D. Sterger,
Chairperson, Dale W. Alspaugh, Russell L. Arndt, Robert C. Dabagia, Robert E.
McBride and Bruce E. Rampage, director of Bank, met four times in 1998. Larry E.
Reed and Thomas P. McCormick (until October 20, 1998) were ex officio members of
the Audit Committee. The purpose of the Committee is to assist the Board of
Directors in fulfilling its statutory and fiduciary responsibilities with
respect to examinations of Bank and affiliates and the monitoring of accounting,
auditing and financial reporting practices. The Committee reviews the internal
audit program of Bank and recommends to the Board of Directors the engagement of
an outside auditing firm.
The Compensation Committee, whose members at December 31, 1998 were George R.
Averitt, Chairperson, Dale W. Alspaugh, Myles J. Kerrigan, Robert E. McBride,
Larry N. Middleton, Larry E. Reed and Gene L. Rice met three times in 1998. The
Committee reviews all salary and employee benefit issues relating to employees
and directors of Bank and its affiliates.
6
<PAGE> 10
EXECUTIVE OFFICERS OF BANCORP
The following information is provided with respect to executive officers of
Horizon with all share information as of February 28, 1999:
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF OFFICE AND BUSINESS EXPERIENCE DURING THE
NAME AGE OWNED (1) CLASS PAST FIVE YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry E. Reed 64 19,245(2) 2.21% Chairman and Chief Executive Officer, Horizon and Chairman,
Bank since 1986. Retired December 31, 1998.
Robert C. Dabagia 60 27,590(3) 3.16% Chairman and Chief Executive Officer, Horizon and Chairman, Bank,
since December 15, 1998; President and Chief Administrative
Officer, Horizon and Bank from 1986 to retirement on December 31,
1996.
Craig M. Dwight 42 2,859(4) 0.33% President and Chief Administrative Officer, Horizon and President
and Chief Executive Officer, Bank since December, 1998; Executive
Vice President and Chief Executive Officer, Horizon and Bank since
October, 1998; Vice President and Senior Lender, Bank since 1997;
Vice President and Senior Commercial Lender, Bank since 1990.
Diana E. Taylor 34 922(5) 0.33% Senior Vice President and Chief Financial Officer, Horizon and Bank
since 1998; Vice President and Chief Financial Officer, Horizon and
Bank since 1995; Senior Auditor, Bank since 1991.
Lawrence J. Mazur 50 4,000(6) 0.46% President, IMS Investment Management, N.A. since December 1998;
President Financial Planning and Management Corporation since 1994;
Self employed Attorney and CPA since 1993
</TABLE>
(1) The information shown regarding shares beneficially owned is based upon
information furnished to Horizon by the individuals listed. The nature
of beneficial ownership, unless otherwise noted, represents sole or
shared voting or investment power.
(2) Shares indicated as beneficially owned by Mr. Reed include 12,609
shares held by Horizon's Employee Stock Ownership Plan ("ESOP"), 5
shares held by Horizon's Employees' Thrift Plan ("Thrift Plan") and
2,750 shares owned by Mr. Reed's spouse of which Mr. Reed disclaims
ownership.
(3) Shares indicated as beneficially owned by Mr. Dabagia include 12,000
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon,
(4) Shares indicated as beneficially owned by Mr. Dwight include 1,200
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon, 1,658 shares
held by Horizon's Employee Stock Ownership Plan ("ESOP") and 1 share
held by Horizon's Employees' Thrift Plan ("Thrift Plan").
(5) Shares indicated as beneficially owned by Ms. Taylor include 922 shares
held by Horizon's Employee Stock Ownership Plan ("ESOP") .
(6) These shares are owned by Financial Planning and Management Corporation
of which Mr. Mazur is the 100% shareholder and has full investment
power.
All of Horizon's executive officers hold office for a term of one year (see
"Executive Compensation and Other Information").
7
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE
DECEMBER 31, 1998
The Compensation of all elected officers of the Horizon and subsidiaries,
including that of the Chief Executive Officer, is set annually by the outside
directors who are members of the Compensation Committee of Bank's Board of
Directors ("Committee"). The outside director membership of the Committee is
generally comprised of six outside directors. The appointment of outside
directors to the Committee is rotated.
Compensation is composed of several segments which include base salary,
short-term incentives and long-term incentives. The Committee compares all
management compensation, including that of the Chief Executive Officer, to the
compensation paid to managers holding the same position in similar financial
institutions. Data for this comparison comes from a variety of independent and
credible sources with the principal data contained in an annual study published
by Wyatt Data Services/Cole Surveys, a division of the Wyatt Company, one of the
nation's leading independent consultants in employee compensation.
SALARIES
All salaries, including that of the Chief Executive Officer, are governed by
Horizon's formal salary administration program in which all salary decisions are
subject to detailed annual performance reviews. The formal salary administration
program was initiated in 1977 and is based upon a design submitted by Cole and
Associates who provided consulting services to the Bank at that time. Each year,
the salary administration program is updated and the salary of each member of
Horizon is compared to those salaries being paid to like positions in similar
size organizations. Salary ranges for each position in Horizon are then computed
from that data. In general, the highest salary that would be allowable by
Horizon is below the highest salary for that position as reported in the Cole
Survey data. In 1998, the highest computed salary allowable for the Chief
Executive Officer was $294,000 and the actual salary paid was $249,750 or 85% of
the maximum allowable under the Bank's salary administration program.
SHORT TERM INCENTIVE PROGRAMS
All employees are covered by a short-term incentive compensation program which
provides for the payment of annual bonuses. A bonus program was approved for the
years 1987 and 1992 through 1998; no bonus plan was established for 1988 through
1991. In addition, no officer bonuses were paid under the programs approved in
1987, 1992, 1995, 1997 and 1998. The bonus program is based on a pool of funds,
which, in turn, is based on the Horizon's return on assets for the year. A
return on assets which is below a predetermined level will result in no funding
being made to the bonus program. Funds from the pool are distributed to the
participants under a formula which considers both their salary for that year and
their performance rating. All employees can qualify to participate in the bonus
program; however, if an individual's performance rating is below a predetermined
level, he or she will not be eligible to receive a bonus.
Horizon sponsors other short-term incentive compensation programs for all
employees. These programs are generally structured as sales incentive programs
which are either nominal or material in value. If a payment under the program is
of only nominal value, it typically is paid in addition to the normal salary
earned by the employee. However, if the program can result in material payments,
such payments are typically made in lieu of a discounted portion of both the
normal salary increase earned and the annual bonus program. In this instance,
the employee loses the discounted portion of the salary increase and annual
bonus even if he or she does not earn any commissions under the applicable sales
incentive program. Neither the Chairman (Chief Executive Officer) nor the
President (Chief Administrative Officer) are permitted to participate in any of
the sales incentive programs.
LONG TERM INCENTIVE PROGRAMS/STOCK OPTIONS
Horizon's long-term incentive program is based on stock options. Stock options
are granted to encourage and facilitate personal stock ownership by executive
officers and thus strengthen their personal commitment to Horizon and gain a
longer-term perspective in their managerial responsibilities. This component of
an executive officer's compensation directly links the officer's interests with
Horizon's shareholders. Horizon also recognizes that stock options are a
necessary element of a competitive compensation program. The program utilizes
vesting periods to encourage key employees to continue in the employ of Horizon
and thereby acts as a retention device for key employees. All options granted
under this program include tandem stock appreciation rights ("SARs").
8
<PAGE> 12
PERFORMANCE REVIEWS
The Committee conducts an annual review of the performance of the Chairman
(Chief Executive Officer) and the President (Chief Administrative Officer) who
are the senior executive officers of Horizon. In conducting its review, the
Committee considers a variety of performance factors in analyzing the
compensation of each of these executive officers. These factors generally
include traditional financial results and indicators such as revenues, expenses,
assets, credit issues, reserves, earnings and ratios such as return on equity,
loans to deposits and other significant factors and performance indicators. The
financial services business is complex and is undergoing changes which generate
uncertainties about future events. The Chairman and the President must provide
guidance and leadership in nearly all aspects of this dynamic enterprise. In the
process, however, they are not expected to work alone. The performance
evaluation recognizes that programs initiated at the top level of an
organization are not quick fixes, nor should they be. These programs are
generally long term in nature, bringing benefit to Horizon over many years. For
those reasons, the Committee also focuses on the following issues in determining
performance levels for the Chairman and the President: quality of the
organization, service delivery characteristics, quality of service, leadership
in the community, and risk management. Compensation levels are also affected by
changes in responsibilities and duties of executive officers over time and may
be adjusted more or less frequently than annually when circumstances warrant.
There are several additional criteria against which the performance of the
Chairman, the President and other executive officers are measured in setting
their annual compensation. Among these are the continued growth and development
of our investment management business, a very major portion of our enterprise;
efficient and cost effective use of technology; the management of change;
development of existing and new services; recruitment of and development of
skilled people in the organization; team building; operating cost controls;
improvement of fee income; ability to meet increased competition; performance of
Horizon's investment portfolio; ongoing development of Horizon's information
systems; and a broad variety of financial services industry and management
functions that are typical of a well-managed organization. All management
compensation, including that of the Chairman, President and the other executive
officers, is performance related.
COMPENSATION COMMITTEE MEMBERSHIP
Mr. Reed*, Chairman (Chief Executive Officer) of Horizon, and Mr. Dwight,
President (Chief Administrative Officer) of Horizon, are members of the
Committee but do not participate in the Committee's evaluations of their
performances or in voting on their compensation. As members of the Committee,
they participate in reviewing the performance of other officers, engage in the
discussion of non-compensation human resource related issues, provide technical
assistance to the Committee, provide liaison between the Committee and
management and undertake to enact the decisions of the Committee on its behalf.
On occasion, Ms. Judy Dodge, Vice President of Human Resources, also engages in
many of the above duties, but is not a voting member of the Committee.
No other officers, employees, former officers or employees of Horizon or
individuals requiring disclosure under Item 404 of Regulation S-K are voting
members of the Committee. In addition, there are no executive officer/director
interlocks in which an executive officer/director of one company serves on the
compensation committee of another company, which itself has an executive
officer/director serving on the first company's board of directors or
compensation committee.
<TABLE>
<S> <C> <C> <C>
George R. Averitt, Chairman Dale W. Alspaugh Myles J. Kerrigan Robert E. McBride
Larry N. Middleton Larry E. Reed Gene L. Rice
</TABLE>
- -------------------------------------------------------------------------------
* Mr. Reed retired as Chairman of Horizon and Bank effective December 31, 1998.
9
<PAGE> 13
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following information is provided with respect to compensation paid by Bank
to each executive officer of Horizon and/or Bank in 1998 whose compensation
exceeded $100,000.
<TABLE>
<CAPTION>
-------------Annual Compensation------------ -------------Long-term Compensation------------
--------Awards--------- --------Payouts-------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Salary ($) Bonus ($) Compensation Stock Options/ Payouts Compensation
Principal Position Year (1) (2) (1) (3) (4) Award(s) SARs (#) ($) (5)
------------------ ---- ------- ------- --- -------- -------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry E. Reed 1998 $249,750 -- $5,104 -- -- $823,600 $ 91,291(7)
Chairman and 1997 $239,312 $24,926 $5,546 -- -- $83,575 $ 43,659
Chief Executive Officer 1996 $230,200 $11,296 $2,187 -- -- -- $ 56,286
Robert C. Dabagia 1998 -- -- $55,000(6) -- -- -- --
Chairman and 1997 -- -- $40,000(6) -- -- $349,725 --
Chief Executive Officer 1996 $189,600 $9,305 $4,634 -- -- -- $ 38,488
Thomas P. McCormick 1998 $166,977 -- $1,030 -- 10,000(8) $161,288 $570,000(9)
President and Chief 1997 $188,788 $13,810 $2,268 -- -- $ 70,688 $ 21,470
Administrative Officer 1996 $127,500 $6,258 $3,186 -- -- -- $ 16,489
Craig M. Dwight 1998 $106,408 -- $502 -- 3,000 -- $ 12,481
President and Chief 1997 $91,741 $3,552 $359 -- -- -- $ 3,670
Administrative Officer 1996 $81,547 $2,012 $249 -- -- -- $ 6,592
</TABLE>
(1) Salary and benefit numbers included herein for years have been restated
to indicate actual paid, and actual deferred compensation pursuant to
each category of payment.
(2) Includes salary amounts paid and salary amounts deferred by the
individual named pursuant to Horizon's Thrift Plan and Supplemental
Executive Retirement Plan ("SERP").
(3) Includes bonus amounts paid and bonus amounts deferred by the
individual named pursuant to Horizon's Thrift Plan and SERP.
(4) Includes car allowance and a portion of the group term life insurance
premium taxable to the individual named.
(5) Includes Horizon's contribution to Horizon's ESOP and it's matching
contribution to the Thrift Plan and SERP.
(6) These amounts reflect directors fees paid to Mr. Dabagia as he was not
compensated as an employee during these years.
(7) This amount includes the automobile received by Mr. Reed as a
retirement benefit.
(8) These Options/SARs were forfeited upon Mr. McCormick's termination on
October 20, 1998.
(9) This amount includes Mr. McCormick's severance payment of $570,000
received upon termination of his employment contract.
10
<PAGE> 14
EMPLOYMENT AGREEMENTS
Messrs. Reed and McCormick were parties to Employment Agreements with Horizon
which provide for their continued service as Chairman of the Board and
President, respectively, until December 31, 2000, subject to the right of
Horizon to extend such Agreements. These Agreements are in place to assure that
senior executive decisions are made with the long-term benefit of Horizon and
its shareholders in mind, even if those decisions expose the senior executives
to criticism in the short term. Under the Agreements, Messrs. Reed and McCormick
receive certain benefits and are paid salaries based upon their salaries in
existence at the time the Agreements were executed with periodic increases in
accordance with the salary administration program applicable to all executives
of Horizon. If the employment of either executive is terminated for reasons
other than "cause", as defined in the Agreements, the individual is entitled to
an amount equal to three times his base annual salary rate at that time. There
is no change of control arrangement which would benefit either officer under the
Agreements.
On October 20, 1998, Mr. McCormick was terminated by the Board of Directors.
Such termination was not for "cause" as defined in the agreement, therefore, Mr.
McCormick received a lump sum severance payment of $570,000 before taxes and
deductions. In addition, Mr. McCormick was entitled under the Agreement to
continue to receive certain health and welfare benefits during the remainder of
the term of the Agreement. However, Horizon and Mr. McCormick agreed to a lump
sum payment of $19,825, which amount was paid in 1999.
AGGREGATE OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES
The following table sets forth the number of shares acquired on exercise of
stock options and the aggregate gains realized on exercise in 1998 by Horizon's
executive officers named in the Summary Compensation Table. The table also sets
forth the number of shares covered by exercisable and unexercisable options held
by such executives on December 31, 1998.
<TABLE>
<CAPTION>
Number of Shares Covered Value of Unexercised In-The
by Unexercised Options/SARs on Money Options/SARs as of
--Shares Acquired-- ----------12/31/98----------- --------12/31/98(2)---------
On Exercise Value
Name During 1998 Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry E. Reed 27,400 (3) $823,600 -0- -0- -0- -0-
Thomas P. McCormick 7,000 (4) $161,287 -0- -0- -0- -0-
Craig M. Dwight -0- -0- 1,200 3,000 $43,650 -0-
</TABLE>
(1) Market value on the date of exercise of shares covered by options
exercised, less option exercise price.
(2) Market value of shares covered by in-the-money options on December 31,
1998 less option exercise price. Options are in-the-money if the market
value of shares covered thereby is greater than the option exercise
price.
(3) Mr. Reed exercised SARs with respect to up to 27,400 shares and
received the value realized above in cash. Therefore, 27,400 shares are
no longer eligible to be issued under the 1987 Plan, but Mr. Reed did
not increase his holding by 27,400 shares as such shares were not
issued.
(4) Mr. McCormick exercised SARs with respect to up to 7,000 shares and
received the value realized above in cash. Therefore, 7,000 shares are
no longer eligible to be issued under the 1987 Plan, but Mr. McCormick
did not increase his holding by 7,000 shares as such shares were not
issued.
COMPENSATION OF DIRECTORS
Horizon paid its non-employee directors $15,000 each for their services in 1998.
Active employees of Horizon and/or Bank receive no separate compensation for
their services as directors. There is no additional compensation for meetings of
committees of the Board, special assignments or special meetings.
11
<PAGE> 15
DIRECTORS' DEFERRED COMPENSATION PLAN
Horizon sponsors a Directors' Deferred Compensation Plan, which allows Directors
of Horizon and Bank who are not also employees to elect to defer the receipt of
fees for their services. Earnings on fees deferred under the plan are based on
the performance of investments selected by the participating director. Payments
of deferred fees are made to participants or their beneficiaries in a lump sum
or monthly installments upon death or disability of the participants, or as
designated by participants. Participants have no rights to amounts deferred
other than rights as general creditors of Horizon.
PERFORMANCE GRAPH
Comparison of Five Year Cumulative Total Return
Among Horizon Bancorp Common Stock, S&P 500 Index
and Bank Composite Index
(Total return assumes $100 invested on
January 1, 1994 with reinvested dividends)
STOCK PERFORMANCE
FIVE YEAR TOTAL RETURN
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Horizon Bancorp $114.24 $128.47 $172.20 $218.14 $194.15
S&P 500 Index 101.32 139.40 171.40 228.58 293.36
Bank Composite Index 94.87 151.18 213.99 309.11 329.37
</TABLE>
The comparison of total return on investment (change in December year end stock
price plus reinvested dividends) for each of the periods shown, assumes that
$100 was invested on December 31, 1993 in each of Horizon Common Stock, the
Standard and Poor 500 Index and the Standard and Poor Bank Composite Index.
Other companies in the Standard and Poor indices are in general larger than
Horizon, with greater market capitalization, and with shares which trade on a
national exchange. Horizon's shares are not traded on any exchange and trade
only infrequently in the over-the-counter market. Information with respect to
the market price of Horizon's shares was provided by ABN AMRO, the principal
market maker for the shares, and does not include mark-ups, mark-downs or
commissions and may not reflect either actual trades or all trades which occur.
12
<PAGE> 16
TRANSACTIONS WITH MANAGEMENT
Directors and executive officers of Horizon and their associates were customers
of, and have had transactions with, Bank in the ordinary course of business
during 1998. Comparable transactions may be expected to take place in the
future. During 1998, various directors and officers of Horizon and their
respective associates were indebted to Bank from time to time. These loans were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than normal
risk of collectibility or present other unfavorable features.
EMPLOYEE STOCK OWNERSHIP PLAN
Generally, all regular employees of Horizon, and its subsidiaries and
affiliates, who are at least 21 years old and have completed one year of
employment with Horizon are eligible to participate in the Horizon Bancorp
Employee Stock Ownership Plan ("ESOP"). Under the terms of the ESOP, Horizon in
its discretion, contributes Horizon Common Stock to the ESOP or contributes cash
to the ESOP which is then invested primarily in Horizon Common Stock. The
amounts of such contributions are determined by the Board of Directors.
Contributions are allocated to each participant who completed 1,000 hours of
service (as defined) during the year and is employed by Horizon on the last day
of the year in the proportion that such participant's compensation (as defined)
for the year bears to the total compensation for all participants for the year.
No participant contributions are required or allowed under the ESOP.
Participants are vested in their accounts under the ESOP on a graduated basis
commencing with 20% after 2 years of service and reaching 100% after 6 years of
service. Distributions to participants or their beneficiaries under the ESOP may
be in a lump sum as a result of retirement or other termination of employment,
death or permanent and total disability. In general, distributions are made in
the form of whole shares of Horizon Common Stock or cash, as elected by
participants. If a participant or beneficiary receives a distribution in the
form of Horizon Common Stock, the shares are subject to a "put" option. The
terms of the put option entitle the participant to require Horizon (or the ESOP)
to repurchase all or any part of the distributed shares at their current fair
market value. The put option right applies when the stock is distributed and, if
the distributee does not elect to exercise the put at that time, the distributee
may again exercise the put option in the next year after the end of year
valuation of Horizon stock held by the ESOP is communicated to the distributee.
Additionally, participants have the right to direct the voting of the shares of
Horizon Common Stock allocated to their accounts on all matters with respect to
which the shares are entitled to vote.
After a participant has attained age 55 and completed 10 years of participation
in the ESOP, the participant may begin to elect to diversify his or her ESOP
account by taking a distribution of up to 25% of the Horizon Common Stock
allocated to the account. The stock distributed pursuant to this diversification
election is subject to the put option rights discussed above. Eligible
participants may elect, for a period of up to five consecutive years, to
diversify their ESOP account in this manner; in the sixth year, eligible
participants may elect to diversify up to 50% of the Horizon Common Stock
allocated to their ESOP accounts. This diversification right is cumulative so
that, in the aggregate, in any one of the first five years, no more than 25% of
the total value of the Horizon Common Stock allocated to the account, and in the
sixth year no more than 50% of the total value of the Horizon Common Stock
allocated to the account, is subject to the diversification election.
From time to time, the ESOP has purchased shares directly from Horizon or
borrowed funds from Horizon to allow it buy back shares distributed to
participants who have executed their "put" option upon termination or from
participants who have elected to diversify a portion of their ESOP accounts.
Each loan is evidenced by a Term Note and Security Agreement which provides
Horizon with a security interest in the Horizon Common Stock purchased and any
proceeds thereof, provided that a portion of such Common Stock is released from
the lien as each installment of principal of the loan is repaid. Each of the
loans is interest-free and requires repayment of principal on an annual basis.
Below is a summary of each of the loans:
13
<PAGE> 17
<TABLE>
<CAPTION>
Principal Number of
Loan No. Date Amount Shares Term
- -------- ---- ------ ------ ----
<S> <C> <C> <C> <C>
1 August 26, 1994 $5,000,000 172,414 10 years
2 March 22, 1996 253,981 7,312 20 years
3 June 20, 1996 456,439 10,999 20 years
4 July 1, 1996 965,550 23,550 10 years
5 January 16, 1997 152,064 3,638 21 years
6 June 27, 1997 475,454 9,703 21 years
7 September 9, 1997 378,998 6,800 21 years
</TABLE>
For the year ended December 31, 1998, the following principal payments were made
on each loan and the following shares of Horizon Common Stock were released from
the security interest and allocated to participants' accounts:
<TABLE>
<CAPTION>
Principal Number of
Loan No. Amount Shares
<S> <C> <C> <C>
1 $499,985 17,241
2 12,700 366
3 30,429 733
4 64,370 1,570
5 7,603 182
6 23,773 485
7 18,950 340
</TABLE>
Management has determined that, due to several events, one or more of the loans
should be restructured. Management is conducting discussions with the ESOP's
outside financial and legal advisors regarding the restructuring. Management is
also considering a transaction whereby the ESOP would sell all unallocated
shares of Horizon Common Stock to Horizon at their current value and repay all
outstanding loans with a portion of the proceeds. The net cash proceeds and all
other assets held by the ESOP would then be transferred to the Thrift Plan.
For the year ended December 31, 1998, $138,872 was contributed to the ESOP, of
which $5,087 in value of Horizon Common Stock was allocated to the account of
Mr. Reed, $0 in value of Horizon Common Stock was allocated to the account of
Mr. Dabagia, $0 in value of Horizon Common Stock was allocated to the account of
Mr. McCormick, $2,850 in value of Horizon Common Stock was allocated to the
account of Mr. Dwight, a total of $10,332 in value of Horizon Common Stock
allocated to accounts of all executive officers as a group (six individuals,
including the above four). The accounts of Messrs. Reed, Dabagia, McCormick, and
Dwight under the ESOP are 100% vested.
THRIFT PLAN
Generally, all regular employees of Horizon who are at least 21 years old and
have completed one year of employment with Horizon are eligible to participate
in the Horizon Bancorp Employees' Thrift Plan. For the year ended December 31,
1998, the Thrift Plan was funded by matching contributions by the Bank of 100%
of participants' salary redirection contributions of up to 2% of compensation
(as defined in the Thrift Plan) and 50% of salary redirection contributions in
excess of 2% of compensation but not more than 6% of compensation. Salary
redirection contributions by participants and matching contributions by Horizon
are allocated to each participant based upon individual contribution elections.
The value of each participant's account attributable to Horizon's matching
contributions vests on a graduated basis commencing with 20% after 2 years of
service and reaching 100% after 6 years of service. All other accounts under the
Thrift Plan are fully vested at all times. Distribution of benefits under the
Thrift Plan is made in the form of a joint 50% survivor annuity for married
participants and life annuity for single participants. However, the Thrift Plan
allows participants to elect to receive their benefits in the form of a lump sum
or in installment distributions over a period not exceeding 10 years.
For the year ended December 31, 1998, Bank contributed $184,000 to the Thrift
Plan of which $4,070 was allocated to the account of Mr. Reed, $0 was allocated
to the account of Mr. Dabagia, $0 was allocated to the account of Mr. McCormick,
$4,041 was allocated to Mr. Dwight, a total of $11,656 was allocated to the
accounts of all executive officers as a group (six individuals, including the
above four). The accounts of Messrs. Reed, Dabagia, McCormick and Dwight under
the Thrift Plan, are 100% vested.
14
<PAGE> 18
1987 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLANS
Awards under the 1987 Stock Option and Stock Appreciation Rights Plan of Horizon
Bancorp, ("1987 Plan") were made by the Compensation Committee, exclusive of
those members who were eligible to participate in the 1987 Plan (the
"Committee"). The Committee selected any key employee of Horizon or Bank to
participate in the 1987 Plan. Awards were granted from time to time until
January 20, 1990 when the 1987 Plan terminated pursuant to its terms. A maximum
of 85,000 shares of Horizon Common Stock could have been issued under the 1987
Plan. However, less than that number of shares of Horizon Common Stock were
issued under the 1987 Plan. On December 18, 1990, the Board adopted resolutions
which authorized the Committee to grant new options and SARs, solely to
non-executive officers, to receive up to 10,000 shares of Horizon Common Stock.
The Board authorized the grants under the same terms and conditions as the 1987
Plan. All of the options and SARs authorized by the Board resolutions were
granted on January 28, 1991. At December 31, 1998, options to purchase 17,100
shares of Horizon Common Stock were outstanding under the 1987 Plan and the 1990
Board resolutions, and 66,800 SARs have been exercised thereunder.
Awards under the 1987 Plan and the Board's 1990 resolutions include
non-qualified stock options ("NSOs") and SARs. SARs were granted only in
conjunction with NSOs. An award cannot be exercised by a recipient until one
year after grant. Thereafter, after the first year and through the second year
from the date of award, an option may be exercised as to not more than 20% of
the total option shares; through the third year as to not more than 40% of the
total option shares; through the fourth year as to not more than 60% of the
total option shares; through the fifth year as to not more than 80% of the total
option shares; and during the sixth year and any time thereafter (during the
remaining term of the option) all or part of the option shares may be exercised.
Upon the death of the recipient, the option is exercisable in full within one
year from the date of the recipient's death. In the event of a change of control
of Horizon (as defined) all outstanding options may be exercised immediately.
1997 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
On December 17, 1996, the Board adopted, subject to shareholder approval, the
1997 Key Employees' Stock Option and Stock Appreciation Rights Plan of Horizon
Bancorp ("1997 Plan"). In connection therewith, the Board reserved for issuance,
subject to shareholder approval, 90,000 shares of Horizon Common Stock. On May
29, 1997, Horizon shareholders approved the 1997 Plan and the reservation of
90,000 shares for issuance thereunder. The 1997 Plan provides for the granting
of NSOs, SARs and "incentive stock options" ("ISOs"). NSOs and ISOs may be
granted with or without SARs under the 1997 Plan. The Committee is responsible
for administering the 1997 Plan. NSOs and SARs may be granted under the 1997
Plan for a period of twenty (20) years commencing January 1, 1997; ISOs may be
granted for a period of ten (10) years commencing January 1, 1997.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
The following information is provided with respect to stock options/stock
appreciation rights granted to each executive officer of Horizon and/or Bank in
1998.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration Grant Date
Name Granted (#) Fiscal Year ($/sh) Date Value ($)
---- ----------- ----------- ------ ---- ---------
<S> <C> <C> <C> <C> <C>
Thomas P. McCormick 10,000(1) 45% $60 July 22, 2018 $111,500
Craig M. Dwight 3,000 14% $60 July 22, 2018 $33,450
</TABLE>
(1) These Options/SARs were forfeited upon Mr. McCormick's termination on
October 20, 1998.
15
<PAGE> 19
INDEPENDENT PUBLIC ACCOUNTANTS
Effective June 16, 1998, the Registrant terminated Arthur Andersen, LLP as its
independent accounting firm. The termination of Arthur Andersen, LLP was
approved by the Audit committee of the Board of Directors of the Registrant.
Arthur Andersen LLP's report on the financial statements of the Registrant for
each of the last two fiscal years neither contained an adverse opinion or a
disclaimer opinion, nor was qualified or modified as to uncertainty, audit scope
or accounting principles.
During the Registrant's two most recent fiscal years and the interim period
through June 16, 1998, there were no disagreements or "reportable events" with
Arthur Andersen LLP as described in Items 304 (a) (1) (iv) and (v) of Regulation
S-K.
Accordingly, Arthur Andersen LLP has not advised the Registrant of (i) the
absence of the internal controls necessary for the Registrant to develop
reliable financial statements, (ii) any information which would cause Arthur
Andersen LLP to no longer rely on management's representations, or that Arthur
Andersen LLP was unwilling to be associated with the financial statements
prepared by management, (iii) any need to expand significantly the scope of its
audit, or any information that if further investigated may (a) materially impact
the fairness or reliability of either a previously issued audit report or the
underlying financial statements or any financial statements for any fiscal
period subsequent to the date of the most recent financial statements covered by
an audit report or (b) cause it to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements, or
(iv) any information that has come to the attention of Arthur Andersen LLP that
is concluded materially impacts the fairness or reliability of either (a) a
previously issued audit report or the underlying financial statements or (b) any
financial statements issued or to be issued covering any fiscal period
subsequent to the date of the most recent financial statements covered by an
audit report.
Effective June 16, 1998, the Registrant engaged Olive LLP as its independent
accounting firm for 1998. Neither the Registrant nor any of its subsidiaries has
had any prior relationships with Olive LLP. The services performed by Olive LLP
in this capacity included conducting an examination in accordance with generally
accepted auditing standards and expressing an opinion on Horizon's 1998
consolidated financial statements. The Board of Directors has selected Olive,
LLP as the Independent Public Accountants for the year ending December 31, 1999.
It is expected that representatives of Olive LLP will be present at the Annual
Meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Horizon's executive officers, directors, and owners of more than 10% of Horizon
Common Stock are required to file reports of their ownership and changes in
ownership of Horizon Common Stock with the Securities and Exchange Commission.
Copies of these reports must also be furnished to Horizon. Based solely upon a
review of copies furnished to Horizon, through the date of this Proxy Statement,
or written representation that no reports were required, Horizon believes that
through 1998, all filing requirements of the Securities and Exchange Commission
applicable to Horizon's executive officers, directors and 10% shareholders
related to stock ownership were completed.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder who intends to present a proposal for action at Horizon's 2000
annual meeting of shareholders through the inclusion of such proposal in
Horizon's Proxy Statement relating to that meeting must furnish Horizon such
proposal in writing together with notification of such intention no later than
December 2, 1999, in order to be considered for inclusion in next year's Proxy
Statement.
16
<PAGE> 20
OTHER MATTERS
Management does not intend, and presently knows of no intention by any other
person, to present at the meeting any action by shareholders other than as set
forth herein. However, the enclosed proxy confers discretionary authority with
respect to the transaction of any other business that may properly come before
the meeting and it is the intention of the persons named in the proxy to vote in
their discretion on any such matter. Management is not aware of any other
matters to be presented at the meeting.
Insofar as any of the information in this Proxy Statement may rest peculiarly
within the knowledge of persons other than Horizon, Horizon relies upon
information furnished by others for the accuracy and completeness thereof.
WE STRONGLY URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT
THE EARLIEST POSSIBLE DATE EVEN THOUGH YOU PLAN TO ATTEND THE MEETING. IN THE
EVENT YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
/s/ Diana E. Taylor
Diana E. Taylor
Secretary/Treasurer
Michigan City, Indiana
April 26, 1999
AVAILABILITY OF FORM 10-K
A COPY OF HORIZON'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO DIANA E. TAYLOR, CHIEF FINANCIAL OFFICER OF HORIZON, AT 515 FRANKLIN
SQUARE, MICHIGAN CITY, INDIANA 46360.
17
<PAGE> 21
PROXY HORIZON BANCORP
515 FRANKLIN SQUARE, MICHIGAN CITY, IN 46360
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby appoints Marjorie Nasser and Catherine Tempel, or either
of them, as Proxies, each with the power to appoint her substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of Horizon Bancorp, which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on Thursday, May 27, 1999 at 10:00
a.m. (local time), at the Holiday Inn, 5820 S. Franklin Street, Michigan City,
Indiana, or any adjournment thereof, on the following matters:
1. Election of Four Directors
[ ] For all nominees listed below (except as marked to the contrary below)
[ ] Withhold authority to vote for all nominees listed below
Nominees for Terms to Expire in 2002:
Dale W. Alspaugh, Craig M. Dwight, Robert E. McBride, M.D. and Gene L.
Rice
(INSTRUCTION: To withhold authority to vote for any individual, write the
nominee's name on the space provided below.)
----------------------------------------------------------------------------
2. In their discretion, on such other business as may properly be brought
before the Annual Meeting or any adjournment thereof.
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE ABOVE-STATED
PROXIES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR
IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE FOUR NOMINEES STATED
ABOVE.
Please sign on the reverse side thereof
(Continued from other side)
Please sign exactly as name appears below. If there are two or more owners, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Date_______________________________,1999
________________________________________
(Signature)
________________________________________
(Signature if held jointly)
Your vote is important. Please mark, sign,
date and return this Proxy promptly using
the enclosed envelope.
===============================================================================
Please indicate your intentions of attending the meeting on May 27, 1999 by
completing the section below.
[ ] I WILL attend the Annual Meeting. [ ] I WILL NOT attend the Annual Meeting.
Number of Persons attending will be __________
