<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
HORIZON BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HORIZON BANCORP, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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
HORIZON BANCORP, INC.
P. O. BOX D
BECKLEY, WEST VIRGINIA 25802-2803
-----------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
-----------
To the Shareholders:
You are hereby notified that the Annual Meeting of Shareholders of Horizon
Bancorp, Inc., will be held on Tuesday, April 25, 1995, at 4:00 p.m. at the
Beckley Hotel and Conference Center, 1940 Harper Road, Beckley, West Virginia
25801, for the purpose of considering and voting upon the following:
1) The election of a Board of 19 Directors of Horizon Bancorp, Inc., to serve
until the next annual meeting of shareholders or until their respective
successors are elected and qualified;
2) A proposal to approve the appointment by the Board of Directors of Ernst &
Young LLP as independent Certified Public Accountants for the year 1995;
and
3) Such other matters as may properly come before the meeting or any
adjournment thereof.
Only those shareholders of record at the close of business on March 31, 1995,
shall be entitled to notice of the meeting and to vote at the meeting.
A proxy statement and proxy card are enclosed herewith. Even if you plan to
attend the meeting in person, you are urged to sign, date and return the proxy
promptly in the enclosed addressed envelope which requires no postage. If you
attend the meeting in person, you may withdraw your proxy and vote your shares.
Your proxy may also be revoked at any time prior to the meeting in the manner
described in the proxy statement.
By Order of the Board of Directors,
Frank S. Harkins, Jr.
Chairman of the Board
Philip L. McLaughlin
President and Chief Executive Officer
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU PLAN TO ATTEND THE
MEETING, PLEASE CHECK THE APPROPRIATE BOX ON THE PROXY CARD INDICATING THE
NUMBER OF PERSONS WHO WILL ATTEND. THE MEETING WILL BEGIN PROMPTLY AT 4:00
P.M., AND A SHAREHOLDERS' RECEPTION WILL BE HELD FOLLOWING THE MEETING.
Beckley, West Virginia
April 4, 1995
<PAGE> 3
HORIZON BANCORP, INC.
P. O. BOX D
BECKLEY, WEST VIRGINIA 25802-2803
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
-----------
This statement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting (the "Annual Meeting") of shareholders of Horizon
Bancorp, Inc. ("Horizon"), to be held Tuesday, April 25, 1995, at 4:00 p.m. at
the Beckley Hotel and Conference Center, 1940 Harper Road, Beckley, West
Virginia 25801, and any adjournments thereof.
SOLICITATION AND REVOCABILITY OF PROXIES
The solicitation of proxies is made by management at the direction of the
Board of Directors of Horizon, and a proxy may be revoked by the shareholder
giving it any time before it is voted. The proxy may be revoked by notifying
Horizon in person, by giving written notice to Horizon of the revocation of the
proxy, by submitting to Horizon a subsequently dated proxy, or by attending the
meeting and withdrawing the proxy before it is voted. The principal executive
office of Horizon is One Park Avenue, Beckley, West Virginia 25801. These
proxies enable shareholders to vote on all matters which are scheduled to come
before the meeting. If the enclosed proxy is signed and returned it will be
voted as directed; or if not directed, the proxy will be voted "FOR" the
election of management nominees as Directors and "FOR" the approval of the
appointment of Ernst & Young LLP as independent Certified Public Accountants.
The expense for solicitation of proxies will be paid by Horizon. In addition
to the solicitation by mail, officers and regular employees of Horizon and its
subsidiaries may solicit proxies personally or by telephone or telegraph,
although no person will be engaged specifically for that purpose.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business March 31, 1995, will be
entitled to receive notice of and to vote at the Annual Meeting or any
adjournment thereof. As of March 31, 1995, 2,835,670 shares of common stock,
par value $1.00 per share ("Common Stock") were outstanding and entitled to
vote at the meeting.
The Bank of Raleigh, a wholly-owned subsidiary of Horizon, holds of record as
trustee, agent, or executor, but not beneficially, 119,317 shares of stock
representing 4.21% of the shares of Horizon Common Stock outstanding. The Bank
of Raleigh holds all of these shares as agent or sole trustee of certain
revocable and irrevocable trusts and as sole executor of certain estates.
These shares will be voted by the Bank of Raleigh pursuant to the terms of the
trust agreement or at the direction of either the principal or the grantor, in
the case of revocable trusts, and at the direction of the majority of adult
beneficiaries, in the case of irrevocable trusts and in the case of estates in
which the Bank of Raleigh serves as sole executor.
Greenbrier Valley National Bank, a wholly-owned subsidiary of Horizon, holds
of record as trustee, agent, custodian or executor, but not beneficially 32,999
shares of Horizon stock representing 1.16% of the shares of Horizon common
stock outstanding. These shares will be voted pursuant to the terms of the
trust agreements or at the direction of either the principal or the grantor, in
the case of revocable trusts, and at the direction of the majority of adult
beneficiaries, in the case of irrevocable trusts and in the case of estates in
which the Greenbrier Valley National Bank serves as sole executor.
2
<PAGE> 4
The Bank of Raleigh Trust and Financial Services Division provides custodial
and investment services of the funds contributed to the Horizon Employee Stock
Ownership Plan. As of March 1, 1995, there were 55,078 shares of Horizon owned
by the plan. These shares will be voted by the Horizon Employee Stock
Ownership Plan Trustees, W. H. File, III, Frank S. Harkins, Jr., Carolyn H.
McCulloch, E. M. Payne III, James E. Songer and Albert M. Tieche, Jr.
PURPOSE OF MEETING
1. ELECTION OF DIRECTORS
The Bylaws of Horizon provide that the Board of Directors shall consist of
not fewer than five and no more than thirty shareholders, the number of
directors within such minimum and maximum limits to be fixed and determined by
resolution of the Board of Directors from time to time. The Board of Directors
has fixed the number of directors to be elected at the Annual Meeting and to
constitute the full Board of Directors of Horizon at nineteen.
The Bylaws of Horizon provide that at each election for directors,
shareholders entitled to vote shall have the right to vote, in person or by
proxy, the number of shares owned by them for as many persons as there are
directors to be elected, or to cumulate their votes by giving one candidate as
many votes as the number of such directors multiplied by the number of their
shares shall equal, or by distributing such votes on the same principle among
any number of such candidates. If any shares are voted cumulatively for the
election of directors, the Proxies unless otherwise directed, will have full
discretion and authority to cumulate their votes and vote for less than all
such nominees.
The Bylaws of Horizon provide that nominations, other than those made by or
on behalf of the existing management of Horizon, shall be made in writing and
shall be delivered or mailed to the Chairman or President of Horizon, not less
than fourteen days nor more than fifty days prior to the meeting of
shareholders. If less than twenty-one days' notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the Chairman or
President of Horizon no later than the close of business on the seventh day
following the day on which the notice of meeting was mailed. Such notification
shall contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares
of capital stock of Horizon that will be voted for each proposed nominee; (d)
the name and residence address of the notifying shareholder; and (e) the number
of shares of capital stock of Horizon owned by the notifying shareholder.
Nominations not made in accordance herewith may, in Horizon's discretion, be
disregarded by the chairman of the meeting, and upon his instruction, the vote
tellers may disregard all votes cast for each nominee.
The persons named in the "Management Nominees to the Board of Directors"
section of this Proxy Statement will be nominated for election to serve as
Directors of Horizon until the 1996 Annual Meeting of Shareholders, or until
their successors are elected and qualified. The table sets forth background
information on each director nominee.
3
<PAGE> 5
MANAGEMENT NOMINEES TO THE BOARD OF DIRECTORS
The management nominees for the Board of Directors of Horizon are set forth
in the following table:
<TABLE>
<CAPTION>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR OF WITH OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE HORIZON SINCE NOMINEES EMPLOYMENT LAST 5 YEARS
- - -------- --- ------------- -------- -----------------------
<S> <C> <C> <C> <C>
John M. Alderson, IV 65 1993 None Retired Claims Agent - State Farm Insurance Company,
Lewisburg, WV; Owner - J. M. Alderson Store, Alderson, WV
(retail); Director - Allegheny Bankshares Corporation;
Director - The First National Bank of Alderson, Alderson, WV;
Director - Greenbrier Valley National Bank, Lewisburg, WV;
Director - Horizon Bancorp, Inc., Beckley, WV
W. H. File, III 47 1993 (1) Partner - File, Payne, Scherer & File, Beckley, WV (law firm);
Director - Bank of Raleigh, Beckley, WV; Director - Horizon
Bancorp, Inc., Beckley, WV
David W. Hambrick 53 1993 None President and Chief Operating Officer - Allegheny Bankshares
Corporation, Lewisburg, WV; Executive Vice President - Greenbrier
Valley National Bank, Lewisburg, WV; Director - First National Bank
in Marlinton, Marlinton, WV; Director, Executive Vice President
and Chief Financial Officer - Horizon Bancorp, Inc., Beckley, WV
Frank S. Harkins, Jr. 55 1982 None Chairman of the Board and Director - Horizon Bancorp, Inc.;
Director - National Bank of Summers, Hinton, WV; Director -
Greenbrier Valley National Bank, Lewisburg, WV; Director,
President and Chief Executive Officer - Bank of Raleigh, Beckley,
WV
John C. Horton, Jr. 66 1993 None Retired Director of Conferences at The Greenbrier, White Sulphur
Springs, WV(resort); Director - Greenbrier Valley National Bank,
Lewisburg, WV; Director - Allegheny Bankshares Corporation.,
Lewisburg, WV; Director - Horizon Bancorp, Inc., Beckley, WV
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Tracy W. Hylton, II 46 1993 None President, Eller, Inc. (surface mining); President- Nell Jean
Industries, Inc. (mine supply); President - Upper Laurel Mining;
President - New Land Leasing: President - MIN, Inc. (surface
mining); President, Gracie, Inc. (land leasing); President - Tammie
Lynn Coal Company (surface mining); Vice President - Nell Jean
Enterprises, (retail); President - Lightning, Inc. (land leasing);
President - Patience, Inc. (surface mining); Director - Bank of
Raleigh; Director - Horizon Bancorp, Inc., Beckley, WV
William E. Kane 69 1993 None President and owner of DMC Company (building supply & furniture),
Durbin, WV; Chairman and President - The First National Bank in
Marlinton, Marlinton, WV; Director - Allegheny Bankshares
Corporation, Lewisburg, WV; Director - Horizon Bancorp, Inc.,
Beckley, WV
Robert L. Kosnoski 60 1993 None President - Mountaineer Parts & Repair, Inc., Mt. Hope, WV;
President - Beckley Flying Service, Beckley, WV; President - Paint
Creek Coal Co., Mt. Hope, WV (coal mining); Director - Bank of
Raleigh, Beckley, WV; Director - Horizon Bancorp, Inc., Beckley, WV
Thomas E. Lilly 56 1993 None Chairman and CEO - Lillys' Crown Jewelers Corporation, Beckley, WV
(retail jewelry); President - Lillys' Crown Jewelers Corporation,
Beckley, WV; Director - Bank of Raleigh, Beckley, WV; Director -
Horizon Bancorp, Inc., Beckley, WV
Carolyn H. McCulloch 66 1984 None Director and Chairman of the Board - Bank of Raleigh, Beckley, WV;
Director and Vice President - Horizon Bancorp, Inc., Beckley, WV
Philip L. McLaughlin 54 1993 None Director, Chairman of the Board and Chief Executive Officer -
Allegheny Bankshares Corporation, Lewisburg, WV; Director, President
and Chief Executive Officer - Greenbrier Valley National Bank,
Lewisburg, WV; Director - First National Bank in Marlinton,
Marlinton, WV; Director - Bank of Raleigh, Beckley, WV; Director,
President and Chief Executive Officer - Horizon Bancorp, Inc.,
Beckley, WV
Beulah D. Moore 66 1993 None Director, Executive Vice President and Chief Executive Officer -
First National Bank in Marlinton, Marlinton, WV; Director - Allegheny
Bankshares, Inc., Lewisburg, WV; Director - Horizon Bancorp, Inc.,
Beckley, WV
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
Harper W. Nelson 57 1993 None Director, Vice President and Secretary - Marlinton Electric Co.,
Inc. (petroleum), Marlinton, WV; Director - WV Petroleum Marketers
Association (marketer of petroleum), Marlinton, WV; Director - First
National Bank in Marlinton, WV; Director - Allegheny Bankshares
Corporation, Lewisburg, WV; Director - Horizon Bancorp, Inc.,
Beckley, WV
Rodney H. Pack 59 1993 None Executive Vice President - Acme Limestone Corporation (crushed
limestone manufacturing), Fort Springs, WV; President - Raleigh Ready
Mix and Asphalt, Inc., (Portland cement concrete and asphaltic
supplier), Sprague, WV; President -Wolf Creek Corporation (land
development) Alderson, WV; Director - Greenbrier Valley National
Bank, Lewisburg, WV; Director - Allegheny Bankshares Corporation,
Lewisburg, WV; Director - Horizon Bancorp, Inc., Beckley, WV
E. M. Payne III 59 1985 (1) Partner - File, Payne, Scherer & File, Beckley, WV (law firm);
Director - Horizon Bancorp, Inc.; Director - Bank of Raleigh,
Beckley, WV
R. T. Rogers 61 1985 None President and CEO - R. T. Rogers Oil Co., (oil and fuel
distributor), Hinton, WV; Director - National Bank of Summers,
Hinton, WV; Director - Horizon Bancorp, Inc., Beckley, WV
James E. Songer 64 1985 None President - Homeseekers Land & Building Co., Inc., Beckley, WV,
(real estate); President - Songer Insurance, Inc., Beckley, WV
(insurance); President - Sunset Memorial Park, Inc. (perpetual care);
Director - Bank of Raleigh, Beckley, WV; Director - Horizon Bancorp,
Inc., Beckley, WV
Albert M. Tieche, Jr. 42 1992 None Assistant Administrator & Treasurer - Beckley Hospital, Inc.,
Beckley, WV; Administrator and Treasurer - Beckley Hospital, Inc.,
Beckley, WV; President - Extend-A-Care, Inc. (health care); Director
- Bank of Raleigh, Beckley, WV; Director - Horizon Bancorp, Inc.,
Beckley, WV
E. A. Tuckwiller, Jr. 67 1993 None Owner - Stonehill Farm, Lewisburg, WV; Director - Greenbrier Valley
National Bank, Lewisburg, WV; Director - Allegheny Bankshares
Corporation, Lewisburg, WV; Director - Horizon Bancorp, Inc.,
Beckley, WV
<FN>
(1) W. H. File, III, and E. M. Payne III are brothers-in-law.
</TABLE>
6
<PAGE> 8
COMMITTEES OF THE BOARD OF DIRECTORS OF HORIZON
The Board of Directors of Horizon met seven times during 1994. All of
the members of the Board of Directors of Horizon attended in excess of 75% of
the meetings except Robert L. Kosnoski and Dr. Paul H. Loflin. The Horizon
Board of Directors had three standing committees during 1994. Each committee
submits a report of activities to the full board for ratification.
The Executive Committee consists of the following individuals and met
six times during 1994: Frank S. Harkins, Jr., Carolyn H. McCulloch, E. M.
Payne III, James E. Songer, Philip L. McLaughlin, David W. Hambrick, Munir S.
Yarid and John C. Horton, Jr. All members of the Committee attended in excess
of 75% of the meetings. The Executive Committee performs functions set forth
by the Board of Directors and makes recommendations to the Board.
The Audit Committee consists of the following individuals and met five
times during 1994: H. L. Kirkpatrick, Dr. Paul H. Loflin, Thomas E. Lilly,
Harper W. Nelson and Rodney H. Pack. All members attended in excess of 75% of
the meetings held. Jack L. Hellems, director of National Bank of Summers,
served as an adjunct member of the Audit Committee since July 1994 and attended
all subsequent meetings. The Audit Committee reviews and evaluates significant
matters relating to Horizon's internal auditor's report, reviews internal
accounting procedures and recommends engagement of the independent auditors.
The Compensation Committee consists of the following individuals and
met three times during 1994: E. M. Payne III, Carolyn H. McCulloch, James E.
Songer, Munir S. Yarid and John C. Horton, Jr. All members were present at
each meeting. The Compensation Committee recommends the compensation
arrangements for senior management and allocations to be granted under
Horizon's Incentive Stock Option Plan. See "Compensation Committee of the
Board Report on Executive Compensation and Incentive Stock Option Plan" for the
committee's report for 1994.
7
<PAGE> 9
EXECUTIVE OFFICERS OF HORIZON
The principal executive officers of Horizon are listed in the
following table. Each of these three individuals have entered into employment
agreements with Horizon. See "Compensation Committee of the Board Report on
Executive Compensation and Incentive Stock Option Plan."
<TABLE>
<CAPTION>
NAME AGE BANKING EXPERIENCE AND QUALIFICATIONS
- - ---- --- -------------------------------------
<S> <C> <C>
Philip L. McLaughlin 54 1987 to 1993, Director, Chairman of the Board and Chief Executive Officer of Allegheny Bankshares
Corporation; 1970 to present, Director of Greenbrier Valley National Bank; 1986 to present,
President, Chief Executive Officer and Director of Greenbrier Valley National Bank; Member of
Executive and Investment Committees of Greenbrier Valley National Bank; Director of First
National Bank in Marlinton; 1993 to present, President and Chief Executive Officer of
Horizon Bancorp, Inc.
Frank S. Harkins, Jr. 55 1961 to 1976, Kanawha Valley Bank, N.A.; 1976 to 1986, Executive Vice President and Chief
Executive Officer of Bank of Raleigh; 1986 to present, Director, President and Chief Executive
Officer of Bank of Raleigh; 1983 to 1993, President and Chief Executive Officer of Horizon
Bancorp, Inc.; Member of Executive, Trust and Investment Committees of Bank of Raleigh; Director
of National Bank of Summers; 1993 to present, Chairman of the Board of Horizon Bancorp, Inc.
David W. Hambrick 53 1987 to 1993, President and Chief Operating Officer of Allegheny Bankshares Corporation. 1986 to
present, Director and Executive Vice President of Greenbrier Valley National Bank; Member of
Executive, Trust and Investment Committees of Greenbrier Valley National Bank; Director of
First National Bank in Marlinton; 1993 to present, Director, Executive Vice President and
Chief Financial Officer of Horizon Bancorp, Inc.
</TABLE>
PRINCIPAL OWNERS OF HORIZON COMMON STOCK
The following table sets forth information, as of March 1, 1995,
concerning those shareholders who are known to Horizon to be the beneficial
owners of more than 5% of Horizon's voting securities:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF OF CLASS
<S> <C> <C> <C>
Common Stock Carolyn H. McCulloch 213,004 shares (1) 7.51%
536 Woodlawn Avenue
Beckley, WV 25801
<FN>
(1) Consists of 15,138 shares owned of record; 106,530 shares owned by her
sister-in-law, Polly Jo Masters, for which Mrs. McCulloch holds a special power
of attorney to vote the shares; 36,258 shares held by Bank of Raleigh Trustee
for John H. McCulloch Revocable Life Insurance Trust-Marital Trust, of which
Mrs. McCulloch is beneficiary; and 55,078 shares owned by the ESOP of which
Mrs. McCulloch is a Trustee.
</TABLE>
8
<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 1, 1995, certain
information with respect to Horizon's Common Stock owned beneficially by the
persons named therein who are nominees for election as directors of Horizon and
by all directors and executive officers of Horizon as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- - -------------- ------------------------ -------------------- --------
<S> <C> <C> <C>
Common Stock John M. Alderson, IV 9,034 (17)
Common Stock W. H. File, III 58,668 (1) 2.07%
Common Stock David W. Hambrick 10,931 (2) (17)
Common Stock Frank S. Harkins, Jr. 61,432 (3) 2.17%
Common Stock John C. Horton, Jr. 42,724 (4) 1.51%
Common Stock Tracy W. Hylton, II 3,200 (17)
Common Stock William E. Kane 12,097 (17)
Common Stock Robert L. Kosnoski 21,046 (17)
Common Stock Thomas E. Lilly 1,130 (5) (17)
Common Stock Carolyn H. McCulloch 213,004 (6) 7.51%
Common Stock Philip L. McLaughlin 10,539 (7) (17)
Common Stock Beulah D. Moore 3,284 (8) (17)
Common Stock Harper W. Nelson 3,863 (9) (17)
Common Stock Rodney H. Pack 6,216 (10) (17)
Common Stock E. M. Payne III 78,913 (11) 2.78%
Common Stock R. T. Rogers 9,096 (12) (17)
Common Stock James E. Songer 81,964 (13) 2.89%
Common Stock Albert M. Tieche, Jr. 76,859 (14) 2.71%
Common Stock E. A. Tuckwiller, Jr. 2,985 (15) (17)
Common Stock All directors and executive 431,595 (16) 15.22%
officers of Horizon as a group
(19 individuals including those
named above)
<FN>
(1) Consists of 3,365 shares owned of record; 225 shares owned as
custodian for son; 55,078 shares owned by the ESOP of which Mr. File
serves as a trustee.
(2) Consists of 9,675 shared owned of record and 1,256 shares owned by
spouse.
(3) Consists of 2,012 shares owned of record; 3,542 shares owned jointly
with spouse; 700 shares owned by spouse; and 55,078 shares owned by
the ESOP of which Mr. Harkins serves as a trustee; and 100 shares
owned by his mother-in-law jointly with Mr. Harkins' spouse.
(4) Consists of 26,262 shares owned of record and 16,462 shares owned by
Mary Key Horton Family Trust, Greenbrier Valley National Bank Trustee.
(5) Consists of 500 shares owned of record and 630 shares owned by Lillys'
Crown Jewelers, Inc. of which Mr. Lilly is President.
</TABLE>
9
<PAGE> 11
(6) Consists of 15,138 shares owned of record; 106,530 shares owned by her
sister-in-law, Polly Jo Masters, for which Mrs. McCulloch holds a
special power of attorney to vote the shares; 36,258 shares held by
Bank of Raleigh Trustee for John H. McCulloch Revocable Life
Insurance Trust - Marital Trust, of which Mrs. McCulloch is
beneficiary; and 55,078 shares owned by the ESOP of which Mrs.
McCulloch is a Trustee.
(7) Consists of 10,512 shares owned of record; and 27 shares owned jointly
with spouse.
(8) Consists of 2,814 shares owned of record and 470 shares owned jointly
with spouse.
(9) Consists of 2,814 shares owned of record and 1,049 shares owned
jointly with spouse.
(10) Consists of 814 shares owned of record; 2,882 shares owned jointly
with spouse and 2,520 shares owned jointly with mother.
(11) Consists of 2,203 shares owned of record; 4,141 shares owned by family
members; 7,505 shares owned by Piney Land Company of which Mr. Payne
is President; 2,986 shares owned by McCreery Coal Land Company of
which Mr. Payne is President; 300 shares owned by Combahee Investment
Corporation of which Mr. Payne is President; 4,000 shares owned by
Hilton Head Equity Management Company of which Mr. Payne is President;
2,700 shares owned by James T. McCreery Company of which Mr. Payne is
Vice President; and 55,078 shares owned by the ESOP of which Mr. Payne
is a Trustee.
(12) Consists of 8,771 shares owned of record and 325 shares owned by
spouse.
(13) Consists of 20,652 shares owned of record; 234 shares owned by spouse;
2,500 shares owned by Songer Insurance Company of which Mr. Songer is
President; and 55,078 shares owned by the ESOP of which Mr. Songer is
a Trustee; 2,000 shares owned by Homeseekers Land and Building Co.,
Inc. of which Mr. Songer is President; and 1,500 shares owned by
Sunset Memorial Park, Inc. of which Mr. Songer is President.
(14) Consists of 13,003 shares owned of record; 55,078 shares owned by the
ESOP of which Mr. Tieche is a Trustee; 6,000 shares owned by Beckley
Hospital, Inc. Employee's Retirement Plan and Trust; and 2,778 shares
owned by Beckley Hospital, Inc. Mr. Tieche is Administrator and
Treasurer of Beckley Hospital, Inc.
(15) Consists of 62 shares owned of record; 2,600 shares owned jointly with
spouse; 301 shares owned jointly with son; and 22 shares owned jointly
by spouse and grandson.
(16) In computing the aggregate number of shares owned by directors and
executive officers of Horizon and its subsidiaries as a group, the
same shares have not been counted more than once.
(17) Beneficial ownership does not exceed one percent of the class.
10
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid during
1994, 1993 and 1992 to the executive officers whose cash compensation exceeded
$100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
-----------------------
NAME YEAR SALARY ($) BONUS ($) OTHER RESTRICTED NUMBER OF ALL OTHER
AND ANNUAL STOCK SECURITIES COMPEN-
PRINCIPAL COMPEN- AWARD ($) UNDERLYING SATION
POSITION SATION(1) OPTIONS/SARS (3)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Philip L. McLaughlin (5) 1994 140,480 10,237 2,000
President and Chief 1993 127,892 3,446 2,000
Executive Officer 1992 90,400 13,785
Frank S. Harkins, Jr. 1994 159,500 2,400 7,271 (4) 2,000 13,279 (2)
Chairman of the Board 1993 159,500 7,611 (4) 2,000 13,241 (2)
1992 159,510 100,300 7,075 (4) 13,013 (2)
David W. Hambrick (5) 1994 110,480 600
Executive Vice President 1993 102,570 2,921 1,000
and Chief Financial Officer 1992 77,720 11,685
<FN>
(1) Includes FICA Tax on non-qualified deferred compensation applied in
1994, the year in which Mr. Harkins attained age 55 and fifteen years of
service. This tax was paid by Bank of Raleigh. No other compensation or
benefits were received by the named executive officers in an amount exceeding
$50,000 or 10% of total salary and bonus.
(2) Includes $3,600 paid by National Bank of Summers for director meetings
in 1994 all of which was deferred pursuant to the Directors' Deferred
Compensation Plan and $3,600 paid by Bank of Raleigh in 1994 all of which was
deferred. Includes $3,900 paid by National Bank of Summers for director
meetings in 1993, of which $3,600 was deferred pursuant to the Directors'
Deferred Compensation Plan and $3,600 paid by Bank of Raleigh for director
meetings all of which was deferred pursuant to the Directors' Deferred
Compensation Plan. Includes $4,200 paid by National Bank of Summers for
director meetings in 1992, of which $3,600 was deferred pursuant to the
Directors' Deferred Compensation Plan and $3,600 paid by the Bank of Raleigh
for director meetings, all of which was deferred pursuant to the Directors
Deferred Compensation Plan. See: "Directors' Deferred Compensation Plans".
Includes $6,079 consisting of dividends and interest accrued in 1994 in
connection with the Horizon Employee Stock Ownership Plan ("ESOP"). Includes
$5,741 consisting of dividends and interest accrued in 1993 in connection with
the ESOP. Includes $5,213 consisting of dividends and interest accrued in 1992
in connection with the ESOP.
(3) A stock option plan was approved at the meeting of shareholders held
on June 8, 1993. See: "Board Compensation Committee Report on Executive
Compensation." Pursuant to the plan, shares were granted in 1994 to the named
individuals as set forth in the "Option/SAR Grants in Last Fiscal Year" table.
(4) Pursuant to the ESOP, contributions are made by two of Horizon's
affiliate banks, Bank of Raleigh and the National Bank of Summers. Shares of
Horizon common stock are acquired and allocated to each participant's account
in the same proportion that each such participant's compensation for the year
bears to the total compensation paid to all participants. The stock is held in
trust for distribution upon the employee's separation from service. During
1994, there were no contributions to the plan. Amounts in the table represent
the value of the shares allocated to Mr. Harkins' ESOP account for fiscal
years 1994, 1993 and 1992. The number of shares held in the ESOP for
Mr. Harkins as of December 31, 1994, was 5,682 shares with an aggregate
value of $162,636.
</TABLE>
11
<PAGE> 13
These shares vest upon the completion of seven years of service with Horizon.
Under the terms of the ESOP, dividends are paid on the shares and contributed
to each participant's cash account.
(5) On March 31, 1993, Horizon consummated a merger with Allegheny
Bankshares Corporation ("Allegheny") whereby Allegheny was merged with and into
Horizon. The shareholders of Allegheny Bankshares Corporation received 1.2566
shares of Horizon common stock for each share of Allegheny Common Stock held by
them. Pursuant to the terms of the Merger Agreement, Philip L. McLaughlin was
named President and Chief Executive Officer of Horizon, and David W. Hambrick
was named Executive Vice President and Chief Financial Officer of Horizon.
Compensation for Messrs McLaughlin and Hambrick for the year 1992 was paid by
Allegheny and is included in the Summary Compensation Table. A travel
allowance in the amount of $480 provided by Greenbrier Valley National Bank to
Messrs McLaughlin and Hambrick in 1994 is included in their base salaries.
The following table sets forth certain information concerning
Options/SARs granted during 1994 to the named executives and all optionees as a
group. None of the options granted were exercisable during 1994. The options
granted will be exercisable as follows: (a) on and after the second
anniversary of the Date of Grant, up to one-third of the total number of Option
Shares; and (b) on and after the third anniversary of the Date of Grant, up to
an additional one-third of the total number of Option Shares; and (c) on and
after the fourth anniversary of the Date of Grant the remaining Option Shares.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- - ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
- - ---------------------------------------------------------------------------------------------------------------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 0%($) 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C> <C>
Philip L. McLaughlin 2,000 20% 28.50 10/20/99 0% 15,740 34,820
Frank S. Harkins, Jr. 2,000 20% 28.50 10/20/99 0% 15,740 34,820
David W. Hambrick 600 6% 28.50 10/20/99 0% 4,722 10,446
All Optionees 10,000 100% 28.50 10/20/99 0% 78,700 174,100
(including the three
listed above).
</TABLE>
12
<PAGE> 14
The following table indicates, for purposes of illustration, the
approximate annual retirement benefits that would be payable in the life
annuity form under various assumptions as to salary and years of service for a
participant obtaining age 65 in 1994. The benefit amounts are not subject to
reduction for Social Security.
RETIREMENT BENEFITS
-------------------
YEARS OF SERVICE
----------------
<TABLE>
<CAPTION>
AVERAGE COMPENSATION 10 20 30
<S> <C> <C> <C>
$ 20,000 $ 3,520 $ 7,040 $10,560
40,000 7,520 15,040 22,560
60,000 11,520 23,040 34,560
75,000 14,520 29,040 43,560
100,000 19,520 39,040 58,560
125,000 24,520 49,040 73,560
150,000 29,520 59,040 88,560
</TABLE>
Prior to the acquisition of Allegheny Bankshares, Horizon sponsored a
non-contributory retirement plan for its employees which provided a benefit of
.8% of average compensation for each year of service up to 30 years, plus .65%
of average compensation in excess of covered compensation for each year of
service up to 30 years, plus .5% of average compensation for each year of
service in excess of 30 years, up to a maximum 10 years of service. Effective
April 1, 1993, the benefit formula in Horizon's plan was amended to be the same
as the benefit formula in the Allegheny Bankshares Defined Benefit Plan. This
formula provides for a benefit of 1.5% of one's first $9,600, multiplied by
years of service up to 30. The chart above is based upon the revised benefit
formula. Participants in the Horizon plan prior to April 1, 1993, will have
the old Horizon formula in effect on March 31, 1993, plus the amount under the
new benefit formula set forth above for years of service after March 31, 1993.
In general, the chart above will overstate the actual pension benefit for
employees who participated in the Horizon plan prior to April 1, 1993.
Compensation covered by the pension plan is based upon total pay.
Effective for plan years beginning after December 31, 1993, the Internal
Revenue Code prohibits compensation in excess of $150,000 (as indexed) to be
taken into account in determining one's pension benefit. Normal retirement age
is 65 under the plan, with a provision for early retirement between ages 55 and
65 with at least 10 years of service.
As of December 31, 1994, the current credited years of service and
projected estimated annual benefit under the retirement plan (assuming that
each continues employment, the plan is not terminated or amended, current
compensation increases under the plan's assumptions and that the maximum
compensation allowed under the code does not exceed $150,000) for the following
officers is:
<TABLE>
<CAPTION>
NAME CURRENT SERVICE PROJECTED PENSION
---- --------------- -----------------
<S> <C> <C>
Frank S. Harkins, Jr. 17 $82,163
Philip L. McLaughlin 26 88,560
David W. Hambrick 28 88,560
</TABLE>
13
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in Horizon's
cumulative total shareholder return on its Common Stock for the five year
period ending December 31, 1994, with the cumulative total return of Standard &
Poors 500 Stock Index and the Media General Industry Group Index - 04, which
consists of all banks and bank holding companies within the United States whose
stock has been publicly traded for at least six years. Shareholders may
obtain a copy of the index by calling Media General Financial Services, Inc. at
telephone number 800/446-7922. The listings of the banks and bank holding
companies in the index are not listed by SIC code. The graph assumes (i) the
reinvestment of all dividends and (ii) an initial investment of $100. There is
no assurance that Horizon's stock performance will continue in the future with
the same or similar trends as depicted in the graph. The graph shall not be
deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent that Horizon
specifically incorporates this graph by reference, and shall not otherwise be
filed under such Acts.
Prior to 1993, Horizon Common Stock was not traded on any formalized
exchange. In mid 1993 Horizon Common Stock was listed on NASDAQ national
market system.
FISCAL YEAR ENDING
<TABLE>
<CAPTION>
HORIZON BANCORP INDUSTRY INDEX BROAD MARKET
--------------- -------------- ------------
<S> <C> <C> <C>
1989 100 100 100
1990 100.98 77.12 96.88
1991 102.39 108.88 126.42
1992 107.51 129.72 136.08
1993 198.82 153.34 149.80
1994 210.16 145.47 151.78
</TABLE>
14
<PAGE> 16
COMPENSATION COMMITTEE OF THE BOARD
REPORT ON
EXECUTIVE COMPENSATION AND INCENTIVE STOCK OPTION PLAN
The Compensation Committee of the Board of Directors continues to be
comprised entirely of non-employee independent members. The 1994 Compensation
Committee consisted of E. M. Payne III, Chairman, John C. Horton, Jr., Carolyn
H. McCulloch, James E. Songer, and Munir S. Yarid. The Compensation Committee
met three (3) times in 1994 to consider the award of stock options as
previously authorized by the Horizon Incentive Stock Option Plan (the "Plan")
duly approved by the shareholders at the annual meeting in June, 1993.
The Compensation Committee previously recognized that the Plan
enhances objectives and policies of the Compensation Committee which seek to:
(1) provide rewards which are closely linked to company and individual
performance; (2) align the interests of Horizon's employees with those of its
shareholders through potential stock ownership; and (3) assure that
compensation and benefits are at levels which enable Horizon to attract and
maintain the high quality employees it needs. When evaluating company
performance, the Compensation Committee primarily considers Horizon's earnings.
No changes were made in the compensation levels of Horizon's three
principal officers: Frank S. Harkins, Jr. (Horizon's Chairman of the Board,
and the President and Chief Executive Officer of Bank of Raleigh), Philip L.
McLaughlin (President and Chief Executive Officer of Horizon and Greenbrier
Valley National Bank) and David W. Hambrick (Executive Vice President and Chief
Financial Officer of Horizon and Executive Vice President and Chief Operating
Officer of Greenbrier Valley National Bank), since their respective employment
agreements were each for a term of three (3) years beginning May 1, 1993 and
expiring March 31, 1996. The Compensation Committee has determined that the
compensation levels set in the officers' Employment Agreements are competitive
with banks that are of similar size, have similar market performance and have
similar shareholder value and return. This comparison group of banks is
located within the same geographic region as Horizon with particular emphasis
on banks located in the immediate banking community. The compensation of the
named executive officers is on the high end of the compensation levels of this
comparison group.
The Compensation Committee's deliberations for 1994 concerning the
award of stock options sought to continue the Plan's objectives by recognizing
and providing long-term incentives to the stock option recipients who had
significant responsibility in 1994 for the success and growth of Horizon and
its subsidiaries. The stock option awards were also intended to continue to
assist Horizon in attracting and retaining key employees on a competitive basis
and to associate the interests of the recipients with those of Horizon's
shareholders.
The eligible beneficiaries of the Plan are full-time employees of
Horizon's subsidiaries. Each year the Compensation Committee, in its sole
discretion, may award stock options to eligible employees with a maximum of ten
thousand (10,000) shares to be awarded in each calendar year. In 1994, 10,000
shares were granted as follows: Philip L. McLaughlin - 2,000 shares; Frank S.
Harkins, Jr. - 2,000 shares; David Hambrick - 600 shares; Ottice R. Adkins -
200 shares; Mark Anderson - 200 shares; Steven Ballard - 200 shares; Duane
Blankenship - 200 shares; Joe Blankenship - 200 shares; Phillip W. Cain - 200
shares; Stella Callison - 200 shares; Myra Crook - 200 shares; James E. Cutlip
- - - 200 shares; Judith S. Dean - 200 shares; John W. Deitz - 200 shares; P. K.
Ellison - 200 shares; Carroll Flanagan - 200 shares; Paul E. Hess - 200 shares;
John Robert Holliday - 200 shares; Alice C. Hollingsworth - 200 shares; Charles
S. Houck - 200 shares; James A. King - 200 shares; Mary Luckton - 200 shares;
Beulah Moore - 200 shares; Betty Rice - 200 shares; Abigail Scott - 200
shares; Hilda F. Shelton - 200 shares; John W. Stack, Jr. - 200 shares;
Bradley W. Tuckwiller - 200 shares; Earl Turner - 200 shares; Glenda
Williams - 200 shares.
15
<PAGE> 17
These shares were granted at the current market price of $28.50 per
share. The 1994 options granted become exercisable in accordance with a three
year vesting schedule in the following fashion:
(a) on and after the second anniversary of the Date of Grant, up to
one-third (ignoring fractional shares) of the total number of Option Shares;
and
(b) on and after the third anniversary of the Date of Grant, up to an
additional one-third (ignoring fractional shares) of the total number of
Option Shares; and
(c) on and after the fourth anniversary of the Date of Grant, the
remaining Option Shares.
This Report is submitted by the Horizon Compensation Committee:
E. M. Payne III, Chairman
John C. Horton, Jr.
Carolyn H. McCulloch
James E. Songer
Munir S. Yarid
COMPENSATION OF DIRECTORS
Directors of Horizon, who are not employees of the subsidiaries, were
compensated $300 for each board meeting attended in 1994. During 1994, there
were no other arrangements pursuant to which any director of Horizon or its
subsidiaries was compensated for services as a director, although directors of
the subsidiaries could defer receipt of their directors' fees, pursuant to the
Directors' Deferred Compensation Plans.
DIRECTORS' DEFERRED COMPENSATION PLANS
The Bank of Raleigh adopted a voluntary deferred compensation program
effective January 1, 1987, which permits the directors of the Bank to defer
their board fees. The program was established to attract and retain board
members by providing supplemental retirement benefits and survivor benefit
payments should death occur prior to retirement.
Retirement benefits are payable for 180 months beginning the month
after a director's seventieth birthday. Survivor payments begin the month
following the date of death.
The plan is a defined benefit plan based on the fees deferred and
number of years to retirement. For a director who leaves the board prior to
retirement; a pro-rata benefit is payable at the same time as the benefit would
have been paid had the director remained active. The Bank recognizes each year
through an accrual calculation the current year's expense on each individual.
The Bank has purchased life insurance on participating directors in
amounts that will actuarially fund the future liabilities under this plan. The
Bank is the owner and sole beneficiary of the policies. The program has been
designed so that if assumptions relating to mortality, tax effects, and other
factors are realized, the fees deferred plus the increase in cash surrender
value from the insurance purchased will offset the expenses charged against the
Bank's income for plan benefits. During 1994, a total of $90,000 was deferred
by directors of Bank of Raleigh pursuant to the deferred compensation
agreements.
16
<PAGE> 18
Also in January of 1988, National Bank of Summers entered into
deferred compensation agreements with its directors, which included basically
the same terms and conditions as the Bank of Raleigh Directors' Deferred
Compensation Plan. During 1994, a total of $23,850 was deferred by directors
of National Bank of Summers pursuant to these Agreements.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
Horizon's directors and executive officers, and persons who own more than ten
percent of a registered class of Horizon's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
Horizon. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish Horizon with copies of all Section 16(a)
forms they file.
Bank of Raleigh holds a special Power of Attorney to file Form 4's on
behalf of Horizon's directors. Form 4's for directors Carolyn H. McCulloch
and John C. Horton were filed with the SEC on April 13, 1994, instead of the
required filing date of April 10, 1994. Mrs. McCulloch was the indirect
beneficial owner of 3,018 shares held in a residuary trust which were
distributed to her son, a beneficiary of the trust, on March 23, 1994. Mr.
Horton acquired one share on March 1, 1994, from Mary Key Horton Family Trust.
Except as noted above, to Horizon's knowledge, based solely upon a review of
copies of such reports and written representations that no other reports were
required during the three fiscal years ended December 31, 1994, Horizon's
officers, directors and greater than ten-percent beneficial owner complied with
all Section 16 (a) filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Horizon and its various banking subsidiaries have had and expect to
have in the future, transactions in the ordinary course of their business with
directors, officers, principal shareholders and their associates. During 1994,
all of these transactions were made on substantially the same terms, including
interest rates, collateral and repayment terms on extensions of credit, as
those prevailing at the same time for comparable transactions with other
unaffiliated persons. Loans to these individuals, which at December 31, 1994
were, in the aggregate, 14.52% of total shareholders' equity, in the opinion of
the management of Horizon, did not involve more than the normal risk of
collectibility or present other unfavorable features.
The Bank of Raleigh paid fees in 1994 and expects to pay fees in 1995,
to File, Payne, Scherer & File, Attorneys at Law, of which Bank of Raleigh and
Horizon director W. H. File, III, and director and Secretary of Horizon, E.
M. Payne III, are partners. Based on information provided by that firm, the
amount paid to that law firm in 1994 did not exceed 5% of the firm's gross
revenues. During 1994, Horizon paid premiums for Horizon and its subsidiaries,
including property and casualty insurance, directors and officers liability,
blanket bond, and various other financial bonds and insurance coverages to
Songer Insurance Agency, of which Bank of Raleigh and Horizon director, James
E. Songer, is President and majority shareholder. Based on information
provided by Songer Insurance Agency, amounts paid to this agency did not
exceed 5% of its gross revenues. E. M. Payne III has been a member of the
Horizon Compensation Committee since 1992 and has served as Chairman of the
Committee since 1993. James E. Songer has served as a member of the
Compensation Committee from 1992 to present.
In the opinion of Horizon, these transactions were on terms no less
favorable to Horizon than they would have been with third parties not
otherwise affiliated with Horizon.
17
<PAGE> 19
2. PROPOSAL TO APPROVE SELECTION OF AUDITORS
The firm of Mason & Bashaw has audited the financial statements of
Horizon for year ending December 31, 1992. At a meeting held on March 17,
1993, the Board of Directors of the Company approved the engagement of Ernst &
Young LLP as its independent auditors for the fiscal year ending December 31,
1993, and dismissed the firm of Mason & Bashaw, as auditors of the Company
effective March 31, 1993.
The reports of Mason & Bashaw on the Company's financial statements
for fiscal year 1992 did not contain an adverse opinion or a disclaimer or
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
The firm of Ernst & Young LLP has audited the financial statements of
Horizon and its subsidiaries for years 1993 and 1994. Audit services performed
by Ernst & Young LLP included preparation of various reports based thereon, and
services relating to Horizon's Form 10-K Annual Report filed with SEC.
The Board of Directors of Horizon recommends the approval by the
shareholders of Ernst & Young LLP to serve as independent auditors for Horizon
and its subsidiaries for the calendar year 1995. If such selection does not
receive a majority of the votes represented in person or by proxy, management
will request the later approval of an alternate auditor. Horizon is advised
that no member of this accounting firm has any direct or indirect material
interest in Horizon or its subsidiaries. Representatives of Ernst & Young LLP
are expected to be present at the Annual Meeting and will have an opportunity
to make a statement and to respond to appropriate questions.
The enclosed proxy will be voted "FOR" the selection of Ernst & Young
LLP as independent certified public accountants unless otherwise directed. The
affirmative vote of the shares of Horizon Common Stock represented at the
annual meeting of shareholders is required to approve the selection of Ernst &
Young LLP.
ANNUAL REPORT OF SHAREHOLDERS
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO FRANK S. HARKINS, JR.,
CHAIRMAN OF THE BOARD OF HORIZON BANCORP, INC., P.O. BOX D, BECKLEY, WEST
VIRGINIA 25802-2803, A COPY OF HORIZON'S FORM 10-K AND ANNUAL REPORT TO
SHAREHOLDERS WILL BE PROVIDED WITHOUT CHARGE.
OTHER INFORMATION
If any of the nominees for election as Directors should be unable to
serve as directors by reason of death or other unexpected occurrence, a proxy
will be voted for a substitute nominee or nominees designated by the Board of
Directors of Horizon.
The Board of Directors of Horizon knows of no further business to be
presented at the meeting; but, if any further business properly comes before
the meeting, the persons named in the enclosed proxy will vote all proxies in
accordance with the recommendations of the board of Directors.
18
<PAGE> 20
SHAREHOLDER PROPOSALS FOR 1996
Any shareholder who wishes to have a proposal placed before the next
annual meeting of shareholders must submit the proposal to the President of
Horizon at its executive offices, One Park Avenue, Beckley, West Virginia, and
such proposal must be received no later than December 5, 1995, to have it
considered for inclusion in the proxy statement of the Annual Meeting in 1996.
Frank S. Harkins, Jr.
Chairman of the Board
Philip L. McLaughlin
President and Chief Executive Officer
Beckley, West Virginia
April 4, 1995
Enclosures
19
<PAGE> 21
P R O X Y
HORIZON BANCORP, INC.
P.O. BOX D
BECKLEY, WEST VIRGINIA 25802-2803
THIS PROXY IS SOLICITED BY MANAGEMENT AT THE DIRECTION OF THE BOARD OF
DIRECTORS OF HORIZON BANCORP, INC. AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
KNOW ALL PERSONS BY THESE PRESENTS, That I, the undersigned Shareholder of
Horizon Bancorp, Inc. ("Horizon"), Beckley, West Virginia, do hereby nominate,
constitute and appoint Carolyn H. McCulloch and Munir S. Yarid or any one of
them, with full power to act alone as my true and lawful attorney(s) with full
power of substitution, for me in my name, place and stead to vote all the
Capital Stock of said corporation standing in my name on its books at the close
of business on March 31, 1995 at the Annual Meeting of Shareholders to be held
April 25, 1995 at 4:00 p.m. at the Beckley Hotel and Conference Center, 1940
Harper Road, Beckley, West Virginia 2580l, and at any and all adjournments of
said meeting, with all the powers the undersigned would possess if personally
present as follows:
1. Election of Directors
FOR ALL NOMINEES LISTED BELOW _______
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW ______
FOR ALL NOMINEES LISTED BELOW EXCEPT THOSE FOR WHOM I CHOOSE TO
WITHHOLD AUTHORITY TO VOTE AS INDICATED BELOW ______
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that name in the space provided.) ________________________________________
___________________________________________________________________________
John M. Alderson, IV Robert L. Kosnoski Rodney H. Pack
W. H. File, III Thomas E. Lilly E. M. Payne III
David W. Hambrick Carolyn H. McCulloch R. T. Rogers
Frank S. Harkins, Jr. Philip L. McLaughlin James E. Songer
John C. Horton, Jr. Beulah D. Moore Albert M. Tieche, Jr.
Tracy W. Hylton, II Harper W. Nelson E. A. Tuckwiller, Jr.
William E. Kane
<PAGE> 22
2. A proposal to approve the appointment by the Board of Directors of Ernst &
Young LLP as independent Certified Public Accountants for Horizon Bancorp, Inc.
for the year 1995.
_______FOR ______AGAINST ______ABSTAIN
3. Any other business which may properly be brought before the meeting or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES AND
"FOR" THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR HORIZON BANCORP, INC. IF ANY SHARES ARE VOTED CUMULATIVELY
FOR THE ELECTION OF DIRECTORS, THE PROXIES, UNLESS OTHERWISE DIRECTED, SHALL
HAVE FULL DISCRETION AND AUTHORITY TO CUMULATE THEIR VOTES AND VOTE FOR LESS
THAN ALL SUCH NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING,
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED BY MANAGEMENT AT THE DIRECTION OF THE BOARD OF
DIRECTORS OF HORIZON BANCORP, INC., AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
Date:_________________________________________, 1995
(Label with Number of persons who will attend the Annual Meeting:
name, address, ______________________________________________________
and shares)
______________________________________________________
(Signature of Shareholder)
______________________________________________________
(Signature of Shareholder)
When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more
than one trustee, all should sign.
ALL JOINT OWNERS MUST SIGN.
