SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
Horizon Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44040R 10 0
(CUSIP Number)
Mr. Paul A. Antrim
Horizon Bank & Trust, SSB
5800 North MoPac Expressway
Austin, Texas 78731
(512)371-0700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1994
(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 Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this Statement
[X].<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: Paul A. Antrim, SSN ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) N/A
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) SC, PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization United States of America
Number of 7) Sole Voting Power 74,806
Shares
Beneficially 8) Shared Voting Power
Owned
by Each 9) Sole Dispositive Power 74,806
Reporting
Person 10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
114,494
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) No shares excluded
13) Percent of Class Represented by Amount in Row (11) 7.21%.
14) Type of Reporting Person (See Instructions) IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer:
The class of equity securities to which this statement relates
is the Common Stock, $.01 par value (the "Common Stock") of Horizon
Bancorp, Inc. ("HBI"), a Texas corporation with its main office
located at 5800 North MoPac Expressway, Austin, Texas 78731.
Item 2. Identity and Background:
The name and address of the person filing this statement is
Paul A. Antrim, 4309 Sendero Drive, Austin, Texas 78735.
Mr. Antrim is a Director of the Board and Executive Vice President
of HBI at the address stated above. During the last five years,
Mr. Antrim has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or being found in violation with respect to such
laws.
Mr. Antrim is a citizen of the United States of America.
Item 3. Source and Amount of Funds for Other Consideration:
In 1987, Mr. Antrim acquired 37,153 shares of stock in HBI
through a transaction in which he contributed his ownership
interest in United Austin Mortgage Company and $30. The source for
such cash investment was from personal funds. Subsequent to the
initial acquisition of shares, HBI effected a two-for-one stock
split which resulted in Mr. Antrim owning 74,306 shares of HBI
Common Stock at the time of HBI's initial public offering on
December 12, 1994.
Subsequent to HBI becoming a public company, Mr. Antrim
purchased additional shares in a transaction. On September 15,
1995, Mr. Antrim acquired 500 shares of HBI common stock for an
aggregate purchase price of $2,500.00. This purchase was made with
personal funds. In addition, Mr. Antrim has available to him
options to purchase additional stock which are fully vested in the
following fashion: (a) 1992-1993 employee stock options
(expiration date 2002-2003) in the total of 14,400 shares at a
price of $7.00 per share; (b) compensatory stock options with a
expiration date of 2002 consisting of 18,988 shares at a price of
$0.50 per share; and (c) 1994 employee stock options (expires 2004)
of 6,300 shares at a price of $9.00 per share. None of these
options have been exercised.
Consequently, Mr. Antrim owns in excess of 5% of HBI common
stock.
Item 4. Purpose of Transaction:
All of the shares purchased or acquired by Mr. Antrim were
acquired for investment. Mr. Antrim may, from time to time,
depending upon market conditions and other investment
considerations, purchase additional shares of HBI for investment or
dispose of shares of HBI. As a member of the Board and Executive
Vice President, Mr. Antrim regularly explores potential actions and
transactions which may be advantageous to HBI, including, but not
limited to, possible mergers, acquisitions, reorganizations or
other material changes in the business, corporate structure,
management, policies, governing instruments, capitalization,
securities or regulatory or reporting obligations of HBI.
Except as noted above, the Mr. Antrim has no plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
HBI, or the disposition of securities by HBI:
(b) an extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving HBI or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of HBI
or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of HBI, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on
the Board;
(e) any material change in the present capitalization or
dividend policy of HBI;
(f) any other material change in HBI's business or corporate
structure;
(g) changes in HBI's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of HBI by any persons;
(h) causing a class of securities of HBI to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-quotation system of a registered national
securities association;
(i) a class of equity securities of HBI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer:
Mr. Antrim beneficially owns an aggregate of 114,494 shares of
HBI Common Stock, constituting 7.21% of the number of shares of
such Common Stock outstanding on the date hereof. Such amount
includes options granted to Mr. Antrim to purchase 39,688 shares
pursuant to HBI's Stock Option and Incentive Plans. Of the 114,494
shares owned beneficially by Mr. Antrim are shares which Mr. Antrim
has sole voting and share investment power for 74,806 shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Antrim and any other
person with respect to any securities of the issuer, including but
not limited to, transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, divisions of profits or loss or the
giving or withholding of proxies. None of the HBI Common Stock
beneficially owned by Mr. Antrim is pledged or otherwise subject to
a contingency the occurrence of which would give another person
voting power or investment power over such shares.
Item 7. Material To Be Filed as Exhibits:
None.
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.
Date: July 3, 1996.
/s/ Paul A. Antrim
Paul A. Antrim
ATTENTION: Intentional misstatements or omissions of fact
constitute federal criminal violations (See 18 U.S.C. 1001).
