UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
MARION CAPITAL HOLDINGS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
568635106
(CUSIP Number)
February 24, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
( Rule 13d-1(b)
X Rule 13d-1(c)
( Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 568635106 13G
Page 2 of 6 Pages
1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only):
DOUGLAS T. BREEDEN
S.S.# ###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) (
(b) (
3. SEC Use Only
4. Citizenship or Place of Organization
UNITED STATES OF AMERICA
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power 68,600
6. Shared Voting Power -0-
7. Sole Dispositive Power 68,600
8. Shared Dispositive Power -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person 68,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
11. Percent of Class Represented by Amount in Row 9 5.058%
12. Type of Reporting Person IN
Item 1 (a) Name of Issuer:
MARION CAPITAL HOLDINGS INC
Item 1 (b). Address of the Issuer's Principal Executive Offices:
100 WEST THIRD STREET
P. O. BOX 367
MARION, IN 46952
Item 2 (a). Name of Person(s) Filing:
DOUGLAS T. BREEDEN
Item 2 (b). Address of Principal Business Office, or, if None, Residence:
SMITH BREEDEN ASSOCIATES, INC.
100 EUROPA DRIVE, SUITE 200
CHAPEL HILL, NC 27514
Item 2 (c). Citizenship:
USA
Item 2 (d). Title of Class of Securities:
COMMON STOCK
Item 2 (e). CUSIP Number:
568635106
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a). (Broker or dealer registered under Section 15 of the Exchange Act.
(b). (Bank as defined in Section 3 (a) (6) of the Exchange Act.
(c). (Insurance company as defined in Section 3 (a) (19) of the Exchange
Act.
(d). (Investment company registered under Section 8 of the Investment
Company Act.
(e). (An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f). (An employee benefit plan, or endowment fund in accordance with
Rule 13d-1 (b) (1) (ii) (F),
(g). (A parent holding company or control person in accordance with Rule
13d-1 (b) (ii) (G);
(h). (A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i). (A church plan that is excluded from the definition of an
investment company under Section 3 (c) (14) of the Investment Company
Act;
(j). (Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box.
X
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a). Amount beneficially owned: (See Exhibit A attached hereto) 68,600
(b). Percent of class: 5.058%
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: 68,600
(ii). Shared power to vote or to direct the vote: -0-
(iii). Sole power to dispose or to direct the disposition of:
68,600
(iv). Shared power to dispose or to direct the disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 24, 2000
(Date)
(Signature)
Douglas T. Breeden
(Name/Title)
EXHIBIT A
Smith Breeden Associates, Inc. holds 68,600 shares of the Common Stock
of MARION CAPITAL HOLDINGS INC (the "Shares"). Douglas T. Breeden owns
63% of the voting stock of Smith Breeden Associates, Inc., and by
virtue of this ownership owns and has control over the Shares.
