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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: Commission File Number:
September 16, 1996 0-11672
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HORIZON BANCORP, INC.
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(Exact name of registrant as specified in its charter)
WV 55-0631939
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification Number)
One Park Avenue, Beckley, West Virginia 25801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (304) 255-7000
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(This report contains (1) page)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 30, 1996, Horizon Bancorp, Inc., (Horizon) acquired all of the
outstanding common stock of Twentieth Bancorp, Inc. (Twentieth). Under the
agreement, Horizon exchanged 1.01 shares of its common stock for each share of
Twentieth's common stock. The merger has been accounted for as a pooling of
interests.
Twentieth has become a wholly-owned subsidiary of Horizon. Twentieth, a one
bank holding company headquartered in Huntington, West Virginia, had total
assets of $314,035,000, deposits of $275,449,000, and shareholders' equity of
$33,051,000 at June 30, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a). Financial statements of businesses acquired.
Audited financial statements of Twentieth as of December 31, 1995 and 1994 and
for the three years in the period ended December 31, 1995 have been previously
filed with the Commission with Twentieth's Form 10-K for the year ended
December 31, 1995, which was incorporated by reference into Horizon's Form S-4,
Registration No. 333-02365.
(b). Pro forma financial information.
Pro forma condensed consolidated financial statements at March 31, 1996 and
1995 and for the three month periods then ended and at December 31, 1995 and
1994 and for the three years in the period ended December 31, 1995 are included
in Horizon's Form S-4, Registration No. 333-02365.
Pro forma financial information and financial statements at June 30, 1996 and
for the six month periods ended June 30, 1996 and 1995 are not available at the
time of this filing and therefore not included in this filing. Horizon will file
this pro forma financial information and financial statements as soon as
practical, but in any event no later than 60 days from the date of this filing.
(c). Exhibits.
1. Articles of Merger of Twentieth Bancorp, Inc. with and into
Horizon Bancorp, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HORIZON BANCORP, INC.
By: /s/ FRANK S. HARKINS, JR.
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Frank S. Harkins, Jr.
Chairman of the Board
Date: September 16, 1996
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Exhibit 1
ARTICLES OF MERGER OF
TWENTIETH BANCORP, INC.
WITH AND INTO HORIZON BANCORP, INC.
WITH
HORIZON BANCORP, INC.
AS THE SURVIVING CORPORATION
Pursuant to the provisions of Chapter 31, Article 1, Sections 36 and
117, of the West Virginia Code, the undersigned corporations have adopted the
following Articles of Merger for the purpose of merging Twentieth Bancorp,
Inc., a West Virginia corporation, with and into Horizon Bancorp, Inc. with
Horizon Bancorp, Inc. as the surviving corporation. FILED IN DUPLICATE
ORIGINALS:
1. The name of the surviving corporation is Horizon Bancorp, Inc.
2. The Plan of Merger and Reorganization by and between Twentieth
Bancorp, Inc. and Horizon Bancorp, Inc. dated February 6, 1996, (the "Plan of
Merger and Reorganization"), a copy of which is attached hereto as Exhibit A
and incorporated herein by reference, was duly approved by a majority of the
shareholders of each of the undersigned corporations in the manner prescribed
by law. Pursuant to said Plan of Merger and Reorganization, Twentieth Bancorp,
Inc. shall merge with and into Horizon Bancorp, Inc. with Horizon Bancorp, Inc.
as the surviving corporation.
3. As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each class
entitled to vote on the Agreement and Plan of Merger as a class, are as follows:
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ENTITLED TO VOTE AS A CLASS
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME OF SHARES DESIGNATION SHARES
CORPORATION OUTSTANDING OF CLASS OUTSTANDING
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
Twentieth Bancorp, Inc. 1,800,000 Common 1,800,000
Horizon Bancorp, Inc. 2,830,130 Common 2,830,130
</TABLE>
4. As to each of the undersigned corporations, the number of shares
voted FOR and AGAINST the Agreement and Plan of Merger, and the number of
shares of each class entitled to vote as a class which voted FOR and AGAINST
the Agreement and Plan of Merger are as follows:
ENTITLED TO VOTE AS A CLASS
<TABLE>
<CAPTION>
TOTAL TOTAL
TOTAL TOTAL COMMON COMMON
NAME OF VOTED VOTED VOTED VOTED
CORPORATION FOR AGAINST CLASS FOR AGAINST
- ----------- --------- ------- ----- ------ -------
<S> <C> <C> <C> <C> <C>
Twentieth Bancorp, Inc. 1,343,525 150 Common 1,343,525 150
Horizon Bancorp, Inc. 1,903,277 8,401 Common 1,903,277 8,401
</TABLE>
5. These Articles of Merger are effective as of close of business on
August 30, 1996.
DATED this 21st day of August, 1996.
HORIZON BANCORP, INC.
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Frank S. Harkins, Jr., Chairman of the Board
and Chief Executive Officer
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Philip L. McLaughlin, President and Chief
Operating Officer
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ATTEST:
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E. M. Payne III, Secretary
TWENTIETH BANCORP, INC.
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B. C. McGinnis, III, President and Chief
Executive Officer
ATTEST:
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Brian A. Shepherd, Secretary
STATE OF WEST VIRGINIA,
COUNTY OF , TO-WIT:
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The foregoing Articles of Merger were acknowledged before me
this day of August, 1996, by Frank S. Harkins, Jr., the Chairman
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of the Board and Chief Executive Officer of Horizon Bancorp, Inc., a
West Virginia corporation, on behalf of the corporation.
My commission expires .
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Notary Public
(SEAL)
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STATE OF WEST VIRGINIA,
COUNTY OF , TO-WIT:
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The foregoing Articles of Merger were acknowledged before me
this day of August, 1996, by Philip L. McLaughlin, the President
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and Chief Operating Officer of Horizon Bancorp, Inc., a West Virginia
corporation, on behalf of the corporation.
My commission expires .
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Notary Public
(SEAL)
STATE OF WEST VIRGINIA,
COUNTY OF , TO-WIT:
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The foregoing Articles of Merger were acknowledged before me
this day of August, 1996, by E. M. Payne III, the Secretary of
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Horizon Bancorp, Inc., a West Virginia corporation, on behalf of the
corporation.
My commission expires .
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Notary Public
(SEAL)
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STATE OF WEST VIRGINIA,
COUNTY OF , TO-WIT:
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The foregoing Articles of Merger were acknowledged before me
this day of August, 1996, by B. C. McGinnis, III, the President
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and Chief Executive Officer of Twentieth Bancorp, Inc., a West Virginia
corporation, on behalf of the corporation.
My commission expires .
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Notary Public
(SEAL)
STATE OF WEST VIRGINIA,
COUNTY OF , TO-WIT:
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The foregoing Articles of Merger were acknowledged before me
this day of August, 1996, by Brian A. Shepherd, the Secretary
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of Twentieth Bancorp, Inc., a West Virginia corporation, on behalf of the
corporation.
My commission expires .
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Notary Public
(SEAL)
The foregoing Articles of Merger were prepared by Lynn A. Smith, Robinson
& McElwee, Charleston, West Virginia.
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