<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
SEPTEMBER 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).
<PAGE> 2
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 9
9.9%
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
85,500
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 9
9.9%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
IN
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<PAGE> 5
This Amendment No. 1 is to the Schedule 13D (the "Original 13D") jointly
filed by 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") on June 23, 2000. The
Original 13D and this Amendment No. 1 relate to the Common Stock, $0.01
par value, (the "Shares") of Horizon Financial Services Corporation, a
Delaware corporation (the "Issuer"). The following items in the Original
13D are hereby amended and supplemented as follows:
Item 4: Purpose of Transaction
The Filing Persons reached an understanding with the Issuer on September
23, 2000 to sell, subject to certain conditions, any and all Shares to
the Issuer at the market price. On September 26, 2000 the Filing Persons
entered into a Standstill Agreement, dated September 26, 2000, by and
between the Issuer and the Individuals and Entities identified on
Exhibit A attached thereto in the form attached hereto as Exhibit B (the
"Standstill") which documented and amended their prior agreement. As set
forth in the Standstill Agreement, the Filing Persons have agreed, among
other things, (i) to sell, subject to certain conditions, any and all
Shares held by them to the Issuer at the market price on September 23,
2000, the date of their understanding, and (ii) to refrain from
acquiring ownership or control of any Shares for an agreed upon term.
Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except as set forth herein, none of the Filing Persons 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 Shares 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.
Item 7: Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Standstill Agreement
<PAGE> 6
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: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
<PAGE> 7
Exhibit A
---------
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: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
Dated: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: September 26, 2000 ----------------------------------
Name: David M. W. Harvey
<PAGE> 8
Exhibit B
---------
STANDSTILL AGREEMENT
THIS AGREEMENT, dated this 26th day of September, 2000, by and between
HORIZON FINANCIAL SERVICES CORPORATION ("Horizon" or the "Company"), a Delaware
Corporation, and the individuals and entities identified on Exhibit A attached
hereto (collectively, the "Group;" individually, a "Group Member").
RECITALS
WHEREAS, Horizon believes that repurchase of its shares from the Group
is in the best interests of the Company and its stockholders; and
WHEREAS, certain Group Members desire to sell a large block of Horizon
capital stock to Horizon; and
WHEREAS, Horizon desires to acquire such shares; and
WHEREAS, Horizon and the Group have agreed that it is in their mutual
interests to enter into this Agreement as hereinafter described.
NOW THEREFORE, in consideration of the Recitals and the
representations, warranties, covenants and agreements contained herein and other
good and valuable consideration, the parties hereto mutually agree as follows:
1. BUY AND SELL. The Group and all Group Members, and any of them,
agree to sell to Horizon, and Horizon agrees to purchase from the Group all its
85,500 shares of common stock of Horizon, par value $.01, at a price of $7.25
per share, pursuant to an escrow to be arranged by the parties hereto. Such sale
and purchase shall be completed within 60 days of the date hereof or, anything
else in this Agreement to the contrary notwithstanding, this Agreement will
terminate.
2. REPRESENTATION AND WARRANTIES OF THE GROUP MEMBERS. The Group
Members hereby represent and warrant to Horizon, as follows:
(a) Exhibit A sets forth the number of shares of the capital
stock of Horizon and the amount of securities convertible into capital
stock of Horizon, if any, which are beneficially owned by each Group
Member on the date hereof.
(b) The Group Members have fully disclosed in Exhibit A the
entire number of shares of the capital stock of Horizon in which they
have legal or beneficial ownership and none of the Group Members has a
right to vote any shares of the capital stock of Horizon other than
those in which such Group Member has legal or beneficial ownership
interest as disclosed in Exhibit A.
(c) The Group Members have full and complete authority to enter
into this Agreement and to bind the entire number of shares of the
capital stock of Horizon in which they have legal or beneficial
ownership interest to the terms of this Agreement and this Agreement
constitutes a valid and binding agreement of the Group and each Group
Member.
<PAGE> 9
3. REPRESENTATIONS AND WARRANTIES OF THE HORIZON. Horizon hereby
represents and warrants to the Group, as follows:
(a) Subject to sub-paragraph (b), below, Horizon has full
power and authority to enter into and perform its obligations under
this Agreement, and the execution and delivery of this Agreement by
Horizon regarding the consummation of the transactions contemplated
thereby have been duly authorized by the Board of Directors of Horizon.
This Agreement constitutes a valid and binding obligation of Horizon
and the performance of its terms shall not constitute a violation of
its certificate of incorporation or by-laws.
(b) The consummation of the transaction contemplated herein is
conditioned upon approval of a dividend form Horizon's insured
subsidiary (the "Bank") to Horizon by the Office of Thrift Supervision
("OTS"). After payment of any such dividend by the Bank to Horizon, the
Bank will still be "well-capitalized" within the meaning of OTS
Regulations.
4. COVENANTS. The Group and each Group Member covenant and agree that
during the term of this Agreement:
(i) They shall not hereafter acquire, or offer or agree to
acquire, or act in concert with any affiliate, group or other person to
acquire, or offer or agree to acquire, directly or indirectly, by
purchase or otherwise (other than through stock splits or stock
dividends), beneficial ownership of, or the right to vote, any shares
of capital stock of Horizon or any securities convertible into such
capital stock.
(ii) They shall not directly or indirectly solicit, or act in
concert with any affiliate, group or other person to solicit,
"proxies", or directly or indirectly become a "participant" or
otherwise engage in any "solicitation" (as such terms are defined in
Regulation 14A under the Securities Exchange Act of 1934, as amended)
with respect to any matter not recommended or approved by a majority of
the members of the Board of Directors of Horizon then in office.
(iii) They shall not, nor shall they act in concert with any
affiliate, group or other person to (x) vote against or join with or
assist any person or entity, directly or indirectly in opposing, or
make any statement in opposition to, any proposal submitted by
Horizon's management to a vote of Horizon's shareowners or (y) vote in
favor of or join with or assist any person or entity, directly or
indirectly, in supporting or endorsing (including supporting,
requesting or joining in any request for a meeting of shareowners in
connection with), or make any statement in favor of, or directly or
indirectly solicit proxies (defined as above) in favor of, any proposal
submitted to a vote of Horizon's shareowners that is opposed by
Horizon's management.
(iv) They shall not vote, nor shall they act in concert with
any affiliate, group or other person to vote, for any nominees or
nominees for election to the Board of Directors of Horizon, other than
those nominated by the management of Horizon, and no Group Member
(other than the Nominees) shall consent to become a nominee for
election as a Director of Horizon, provided, however, that nothing
herein shall restrict the right of the Group Members, or any affiliate,
group or other person acting in concert with any Group Member, to
withhold their vote, for any nominees for election to the Board of
Directors of Horizon.
<PAGE> 10
(v) They shall vote, and shall require any affiliate, group or
other person acting in concert with any Group Members to vote, all
shares beneficially owned (x) in favor of any proposal submitted by
Horizon's management to a vote of Horizon's shareowners where the
proposal requires a majority or greater percentage of affirmative votes
of the total outstanding capital stock of Horizon for passage and (y)
in accordance with the recommendations of a majority of the members of
the Board of Directors of Horizon then in office on all procedural
matters submitted to a vote of Horizon's shareowners.
(vi) They shall not directly or indirectly solicit or initiate
any communication regarding, or act in concert with any affiliate,
group or other person to solicit or initiate any communication
regarding, any acquisition offers for Horizon, whether by merger, sale
of assets, liquidation, exchange of shares or otherwise, and if any
offer or inquiry concerning such an offer shall be received they shall
refer such offer or inquiry directly and solely to the Chairman of the
Board of Directors and to the Chief Executive Officer of Horizon.
(vii) They shall not directly or indirectly participate or act
in concert with any affiliate, group or other person to participate, by
encouragement or otherwise, in any litigation against or derivatively
on behalf of Horizon, except for testimony which may be required by
law, and except as may occur in the ordinary course of business with
respect to any loan, deposit or other transaction where the Group
Member or an affiliate is dealing with Horizon as a customer.
(viii) They shall not provide, nor shall they act in concert
with any person to provide, any funds, services or facilities, to any
person in support of any activity by such person that would be a
violation of their covenants under the provisions of this paragraph 4
if undertaken by any of them.
(ix) They shall not deposit any capital stock of Horizon in a
voting trust or subject them to a voting agreement or other arrangement
of similar effect, except as contemplated by this Agreement.
5. REMEDIES. Horizon and the Group acknowledge and agree that a
material breach or threatened material breach by either party may give rise to
irreparable injury inadequately compensable in damages, and accordingly each
party shall be entitled to injunctive relief to prevent a material breach of the
provisions hereof and to enforce specifically the terms and provisions hereof in
any state or federal court having jurisdiction, in addition to any other remedy
to which such aggrieved party may be entitled in law or at equity. In the event
either party institutes any legal action to enforce such party's rights under,
or recover damages for breach of, this Agreement, the prevailing party or
parties in such action shall be entitled to recover from the other party or
parties all costs and expenses, including but not limited to actual attorneys'
fees, court costs, witness fees, disbursements and any other expenses of
litigation or negotiation, incurred by such prevailing party or parties. Each
Group Member shall have the right of contribution from the other Group Members
for any damages paid or expenses incurred (including attorneys' fees) pursuant
to this paragraph 5.
6. TERM. This Agreement shall be effective upon the execution of the
Agreement, and will remain in effect for a period of 4 years from the date of
the last to occur thereof or until such earlier time as Horizon shall cease to
exist by reason of merger, sale of assets, liquidation, exchange of shares, or
otherwise.
<PAGE> 11
7. RELATIONSHIP OF GROUP MEMBERS. The parties hereto confirm and
acknowledge that the execution of this Agreement by each Group Member shall not
constitute an admission by such Group Member or be construed to provide evidence
that he or she, either directly or indirectly has now or prior hereto acted in
concert with any other Group Member regarding the capital stock of Horizon and
any other security or investment.
8. PUBLICITY. Any press release or other publicity with respect to this
Agreement, or any provisions thereof, shall be prepared and issued by Horizon,
subject to the reasonable and good faith approval of the Group. During the term
of this Agreement, no Group Member shall cause, suffer or, to the extent within
its control, permit any press release or other publicity concerning Horizon or
its operations to be created, issued or circulated without the prior reasonable
and good faith approval of Horizon's management. In the event one party does not
receive a response from the other party within two business days of delivery of
such press release or other publicity, the same shall be deemed approved
9. NOTICES. All notice requirements and other communications indicated
shall be deemed given when personally delivered or on the third succeeding
business day after being mailed by registered or certified mail, return receipt
requested, addressed to the Group and Horizon below (except for communications
pursuant to paragraph 7 above which shall be permitted to be given by
facsimile):
Group: David M.W. Harvey
Everest Partners Limited Partnership
(dba Everest Partners, L.P.)
Post Office Box 3178
Gardnerville, Nevada 89410
Horizon: Robert W. DeCook, President
Horizon Financial Services Corporation
301 First Avenue East
Oskaloosa, Iowa 52577-0008
With a copy to: Jeffrey M. Werthan, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W., Seventh Floor
Washington, D.C. 20005
10 GOVERNING LAW AND CHOICE OF FORUM. Iowa law, unless applicable
federal law or regulation is deemed controlling, shall govern the construction
and enforceability of this Agreement. Any and all actions concerning any dispute
arising hereunder shall be filed and maintained in a state or federal court, as
appropriate, sitting in the State of Iowa.
<PAGE> 12
11 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by the OTS or a court of competent jurisdiction to be
invalid, void for unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns,
and transferees by operation of law, of the parties. Except as otherwise
expressly provided for herein, this Agreement shall not inure to the benefit of,
be enforceable by or create any right or cause of action in any person,
including any shareowner of Horizon, other than the parties hereto.
13. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
14. AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
15. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings indicated, unless the context otherwise requires:
(a) The term "acquire" means every type of acquisition,
whether effected by purchase, exchange, operation or law or otherwise.
(b) The term "acting in concert" means (i) knowing
participation in a joint activity or conscious parallel action towards
a common goal whether or not pursuant to an express agreement, or (ii)
a combination of pooling of voting or other interests in the securities
of an issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement, whether
written or otherwise.
(c) The term "affiliate" means a person or entity that
directly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, one or more of the
Group Members.
(d) The terms "beneficial ownership" or "beneficially owned"
mean all capital stock of the Bank owned or held in the name of a Group
Member or an associate thereof, individually or jointly with any other
person; by any trust in which the Group Members is a settlor, trustee,
or beneficiary; by any corporation in which the Group Member is a
stockholder (owning, together with all other Group Members and their
respective affiliates, more than five percent (5%) of the outstanding
voting power), director or officer; by any partnership in which the
Group Member is a limited partner (owning, together with all other
Group Members and their respective affiliates, more than five percent
(5%) of the outstanding beneficial interests), or a general partner,
employee or agent; or by any other entity in which a Group Member
holds, together with all other Group Members and their respective
affiliates, more than five percent (5%) of the outstanding beneficial
interests.
(e) The term "control" (including the terms "controlling,"
"controlled by," and "under common control with") means the possession,
direct or indirect, or the power to direct or cause the direction of
the management, activities or policies of a person or organization,
whether through the ownership of capital stock, by contract, or
otherwise.
<PAGE> 13
(f) The term "person" includes an individual, group acting in
concert, a corporation, a partnership, an association, a joint stock
company, a trust, an unincorporated organization or similar company, a
syndicate, or any other group formed for the purpose of acquiring,
holding or disposing of the equity securities of Horizon.
(g) The term "vote" means to vote in person or by proxy, or to
give or authorize the giving of any consent as a stockholder on any
matter.
16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but each of which together shall constitute on
and the same agreement.
17. DUTY TO EXECUTE. Each party agrees to execute any and all
documents, and to do and perform any and all acts and things necessary or proper
to effectuate or further evidence the terms and provisions of this Agreement.
<PAGE> 14
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by duly authorized officers of the undersigned as of the day and year first
above written.
HORIZON FINANCIAL SERVICES CORPORATION,
A DELAWARE CORPORATION
By: /s/ Robert W. DeCook.
---------------------
Robert W. DeCook, President
EVEREST PARTNERS LIMITED PARTNERSHIP
BY ITS SOLE GENERAL PARTNER, EVEREST
MANAGERS, L.L.C.,
By: /s/David M.W. Harvey.
---------------------
David M.W. Harvey, President
EVEREST MANAGERS, L.L.C.
By: /s/ David M.W. Harvey.
----------------------
David M.W. Harvey, President
/s/ David M.W. Harvey.
----------------------
David M. W. Harvey
/s/ Randall F. Kinoshita.
-------------------------
Randall F. Kinoshita
<PAGE> 15
EXHIBIT A
Ownership Horizon Capital Stock Owned
--------- ---------------------------
Everest Partners Limited Partnership 85,000
------
Everest Managers, L.L.C. 0
------
David M. W. Harvey 0
------
Randall F. Kinoshita 0
------
TOTAL 85,500
======
