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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HORIZON FINANCIAL SERVICES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
44041Q101
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(CUSIP Number)
DAVID M. W. HARVEY
EVEREST PARTNERS LIMITED PARTNERSHIP
(dba Everest Partners, L.P.)
POST OFFICE BOX 3178
GARDNERVILLE, NEVADA 89410
(775)265-3016
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 23, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
secs.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on 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).
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CUSIP No 44041Q101
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Everest Partners Limited Partnership (d.b.a. Everest Partners, L.P.)
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization
NEVADA
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Number of (7) Sole Voting Power 0
Shares --------------------------------------------------------------
Beneficially (8) Shared Voting Power 85,500
Owned by --------------------------------------------------------------
Each Reporting- (9) Sole Dispositive Power 0
Person --------------------------------------------------------------
With (10) Shared Dispositive Power 85,500
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
85,500
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11)
9.9%
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14) Type of Reporting Person (See Instructions)
PN
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<PAGE> 3
CUSIP No 44041Q101
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Everest Managers, L.L.C.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
Not applicable
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization
NEVADA
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Number of (7) Sole Voting Power 0
Shares --------------------------------------------------------------
Beneficially (8) Shared Voting Power 85,500
Owned by --------------------------------------------------------------
Each Reporting- (9) Sole Dispositive Power 0
Person --------------------------------------------------------------
With (10) Shared Dispositive Power 85,500
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
85,500
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12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row 9
9.9%
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14) Type of Reporting Person (See Instructions)
OO
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<PAGE> 4
CUSIP No. 44041Q101
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
David M. W. Harvey
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
Not applicable
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization
U.S.A.
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Number of (7) Sole Voting Power 0
Shares --------------------------------------------------------------
Beneficially (8) Shared Voting Power 85,500
Owned by --------------------------------------------------------------
Each Reporting- (9) Sole Dispositive Power 0
Person --------------------------------------------------------------
With (10) Shared Dispositive Power 85,500
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
85,500
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12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row 9
9.9%
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14) Type of Reporting Person (See Instructions)
IN
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Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, $0.01 par value, (the ""Shares") of Horizon Financial
Services Corporation, a Delaware corporation (the "Issuer"). The
Issuer's Shares are traded over the counter and are listed under the
symbol "HZFS." The principal executive offices of the Issuer are
located at 301 First Avenue East, Oskaloosa, Iowa, 52577.
Item 2: Identity & Background
(a) Name of Person Filing:
This Schedule 13D is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and
Exchange Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Act"): Everest Partners Limited
Partnership (d.b.a. Everest Partners, L.P.) (the "Limited
Partnership"), Everest Managers, L.L.C. (the "General Partner"), and
David M. W. Harvey, the principal member of the General Partner
(collectively the "Filing Persons"). The Filing Persons have entered
into a Joint Filing Agreement, dated as of July 3, 2000, a copy of
which is filed with this Schedule 13D as Exhibit A, pursuant to which
the Filing Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act. The
Filing Persons expressly disclaim that they have agreed to act as a
group.
(b) Residence or Business Address:
Post Office Box 3178
Gardnerville, Nevada 89410
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted:
The Limited Partnership is a Nevada limited partnership formed for
the purpose of investing in, among other things, the equity
securities of various financial services providers. The General
Partner, a Nevada limited liability company, is the general
partner of the Limited Partnership. The General Partner is charged
with management of the day-to-day affairs of the Limited
Partnership. The principal member of the General Partner is David
M. W. Harvey. The Limited Partnership, the General Partner, and
Mr. Harvey all conduct their business from Post Office Box 3178,
Gardnerville, Nevada, 89410.
(d) and (e)
During the last five years, none of the Limited Partnership, the
General Partner, or Mr. Harvey has been convicted in a criminal
proceeding(excluding traffic violations or similar misdemeanors),
nor have any such persons been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of violation of any
such laws.
(f) Citizenship:
The Limited Partnership and the General Partner are organized
under Nevada law; David M. W. Harvey is a citizen of the U.S.A.
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Item 3: Source and Amount of Funds or Other Consideration
The aggregate purchase price of the stock covered by this
statement is $502,327.50 The Limited Partnership's stock purchases
were in an account carried at Bear, Sterns Securities Corp. No
borrowed funds were used to purchase the stock.
Item 4: Purpose of Transaction
(a) The stock that is the subject of this Schedule 13D was acquired by
the Limited Partnership for the purpose of investment, consistent
with the Limited Partnership's investment policies and strategies.
Depending upon the Limited Partnership's investment strategies,
its need for or availability of funds, the price of the stock, and
other considerations, the Limited Partnership may acquire
additional shares of stock or dispose of some or all of the stock
from time to time.
(b) - (c) The Filing Persons believe management should take steps to
realize shareholder value through the sale of the Issuer. Mr.
Harvey plans to discuss this alternative with management and any
impediments thereto.
(d) - (j) At present, and except as disclosed herein, the Filing
Persons have no specific plans or proposals that relate to, or
could result in, any of the matters referred to in paragraphs
(a)through (j), inclusive, of Item 4 of Schedule 13D. The Filing
Persons intend to continue to explore the options available to
them. The Filing Persons may, at any time or from time to time,
review or reconsider their position with respect to the Issuer and
may formulate plans with respect to matters referred to in Item 4
of Schedule 13D.
Item 5: Interest in Securities of the Issuer
(a) Based on Form 10-QSB for the Quarterly period ending March 31,
2000 filed by the Issuer dated May 10, 2000, as of May 9, 2000 the
Issuer had 863,962 shares of stock issued and outstanding.
Accordingly, the 85,500 shares owned by the Limited Partnership
represent approximately 9.9 percent (9.9%) of the Issuer's issued
and outstanding shares as of May 9, 2000.
(b) The General Partner has the power to vote or direct the voting of
the stock as of any record date subsequent to the Limited
Partnership purchases identified in Exhibit B, and the power to
dispose or to direct the disposition of the stock. Because Mr.
Harvey is the controlling person of the General Partner, he may be
deemed to have the indirect power to vote or direct the vote and
to dispose or direct the disposition of the stock that is the
subject of this Schedule 13D. Each of Mr. Harvey and the General
Partner disclaims beneficial ownership of shares of stock of the
Issuer.
(c) Purchases in the last 60 days. See Exhibit B attached. The
transactions identified in Exhibit B were effected through one or
more brokers in the over-the-counter market.
(d) No person other than the Limited Partnership and the General
Partner has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
stock that is the subject of this Schedule 13D.
(e) Not applicable.
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Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except as set forth herein, none of the Limited Partnership, the General
Partner, or Mr. Harvey has any contract, arrangement, understanding, or
relationship (legal or otherwise) between or among themselves and any
person with respect to securities of the Issuer, including but not
limited to transfer or voting of any of the shares of stock that are the
subject of this Schedule 13D, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies. The shares
of stock that are the subject of this Schedule 13D were not acquired on
margin.
Item 7: Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Schedule of Purchases
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.
EVEREST PARTNERS LIMITED PARTNERSHIP
(d.b.a. EVEREST PARTNERS, L.P.)
By its General Partner
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
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Exhibit A
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AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
EVEREST PARTNERS LIMITED PARTNERSHIP
(d.b.a. EVEREST PARTNERS, L.P.)
By its General Partner
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: July 3, 2000 ----------------------------------
Name: David M. W. Harvey
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Exhibit B
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SCHEDULE OF PURCHASES
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Everest Partners Limited Partnership acquisitions of and holdings in
Horizon Financial Services Corporation (HZFS)
Date Shares (#) Cost ($) Price/Share
---- ---------- -------- -----------
June 23, 2000 85,500 502,237.50 5.8751
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85,500 502,237.50 5.8751
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