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. William B. Rhodes
2600 FM 1460
Round Rock, Texas 78664
(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: William B. Rhodes
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) 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 97,715
Shares
Beneficially 8) Shared Voting Power 500
Owned
by Each 9) Sole Dispositive Power 97,715
Reporting
Person 10) Shared Dispositive Power 500
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20%.
14) Type of Reporting Person (See Instructions) IN<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: William B. Rhodes, Trustee, Ashley H.
Bolling Trust
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X Joint filing allowed by Rule 13d-1(f)(1)
3) SEC Use Only
4) Source of Funds (See Instructions) 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
Shares
Beneficially 8) Shared Voting Power 100
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 100
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20%.
14) Type of Reporting Person (See Instructions) IN<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: William B. Rhodes, Trustee, Tesha Ella
Insko Trust
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X Joint filing allowed by Rule 13d-1(f)(1)
3) SEC Use Only
4) Source of Funds (See Instructions) 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
Shares
Beneficially 8) Shared Voting Power 100
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 100
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20%.
14) Type of Reporting Person (See Instructions) IN<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: William B. Rhodes, Trustee, Megan E. Insko
Trust
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X Joint filing allowed by Rule 13d-1(f)(1)
3) SEC Use Only
4) Source of Funds (See Instructions) 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
Shares
Beneficially 8) Shared Voting Power 100
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 100
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20%.
14) Type of Reporting Person (See Instructions) IN<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: William B. Rhodes, Trustee, Tina G. Ehrich
Trust
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X Joint filing allowed by Rule 13d-1(f)(1)
3) SEC Use Only
4) Source of Funds (See Instructions) 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
Shares
Beneficially 8) Shared Voting Power 100
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 100
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20 %.
14) Type of Reporting Person (See Instructions) IN
<PAGE>
CUSIP No. 44040R 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons: William B. Rhodes, Trustee, William G.
Bolling Trust
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X Joint filing allowed by Rule 13d-1(f)(1)
3) SEC Use Only
4) Source of Funds (See Instructions) 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
Shares
Beneficially 8) Shared Voting Power 100
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 100
11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,415
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) 6.20%.
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
William B. Rhodes, 2600 FM 1460, Round Rock, Texas 78664. Mr.
Rhodes is a shareholder of HBI at the address stated above. During
the last five years, Mr. Rhodes, either in his individual capacity
or as a trustee for the persons noted herein, 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. Rhodes is a citizen of the United States of America.
Item 3. Source and Amount of Funds for Other Consideration:
Mr. Rhodes owned 97,715 shares at the time of HBI's initial
public offering on December 12, 1994. Subsequent to HBI becoming
a public company, Mr. Rhodes purchased additional shares in five
transactions. First, on March 14, 1995, Mr. Rhodes established a
trust for his grandchild Ashley H. Bolling, described as Ashley H.
Bolling Trust, William B. Rhodes, Trustee and purchased 100 shares
for such Trust. The aggregate purchase price of such shares was
$700.00. This purchase was made with personal funds contributed by
Mr. Rhodes to the Trust. Second, on March 14, 1995, Mr. Rhodes
established a trust for his grandchild Tesha Ella Insko, described
as Tesha Ella Insko Trust, William B. Rhodes, Trustee and purchased
100 shares for such Trust. The aggregate purchase price of such
shares was $700.00. This purchase was made with personal funds
contributed by Mr. Rhodes to the Trust. Third, on March 14, 1995,
Mr. Rhodes established a trust for his grandchild Megan E. Insko,
described as Megan E. Insko Trust, William B. Rhodes, Trustee and
purchased 100 shares for such Trust. The aggregate purchase price
of such shares was $700.00. This purchase was made with personal
funds contributed by Mr. Rhodes to the Trust. Fourth, on March 14,
1995, Mr. Rhodes established a trust for his grandchild Tina G.
Ehrich, described as Tina G. Ehrich Trust, William B. Rhodes,
Trustee and purchased 100 shares for such Trust. The aggregate
purchase price of such shares was $700.00. This purchase was made
with personal funds contributed by Mr. Rhodes to the Trust. Fifth,
on March 14, 1995, Mr. Rhodes established a trust for his
grandchild William G. Bolling, described as William G. Bolling
Trust, William B. Rhodes, Trustee and purchased 100 shares for such
Trust. The aggregate purchase price of such shares was $700.00.
This purchase was made with personal funds contributed by Mr.
Rhodes to the Trust.
In addition, Mr. Rhodes has available to him options to purchase
200 additional shares of stock which are fully vested resulting
from the 1994 stock option program. The option provides for a
price of $9.00 per share. None of these options have been
exercised. The option expires in 2004.
Consequently, Mr. Rhodes owns in excess of 5% of HBI common
stock.
Item 4. Purpose of Transaction:
All of the shares purchased or acquired by Mr. Rhodes,
including shares held by his grandchildren described previously in
trust by Mr. Rhodes were acquired for investment. Mr. Rhodes 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 shareholder, Mr.
Rhodes may explore 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 Rhodes 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. Rhodes beneficially owns an aggregate of 98,415 shares of
HBI Common Stock, constituting 6.20% of the number of shares of
such Common Stock outstanding on the date hereof. Such amount
includes options granted to Mr. Rhodes to purchase 200 shares
pursuant to HBI's Stock Option and Incentive Plans. Of the 98,415
shares owned beneficially by Mr. Rhodes are shares which Mr. Rhodes
has: (1) shared voting and investment power with his
grandchildren for 500 shares and (2) sole voting and share
investment power for 97,715 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. Rhodes 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. Rhodes 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:
Agreement providing for joint filing of information, attached
hereto as Exhibit A.
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: August 2, 1996.
/s/ William B. Rhodes
William B. Rhodes, Individually
ASHLEY H. BOLLING TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
TESHA ELLA INSKO TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
MEGAN E. INSKO TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
TINA G. EHRICH TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
WILLIAM G. BOLLING TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
ATTENTION: Intentional misstatements or omissions of fact
constitute federal criminal violations (See 18 U.S.C. 1001).<PAGE>
EXHIBIT A
AGREEMENT
WHEREAS William B. Rhodes ("Rhodes") is filing a Schedule 13D;
WHEREAS Rhodes has established a trust for his grandchild
Ashley H. Bolling, known as the Ashley H. Bolling Trust (the
"Ashley H. Bolling Trust");
WHEREAS Rhodes has established a trust for his grandchild
Tesha Ella Insko, known as the Tesha Ella Insko Trust (the "Tesha
Ella Insko Trust");
WHEREAS Rhodes has established a trust for his grandchild
Megan E. Insko, known as the Megan E. Insko Trust (the "Megan E.
Insko Trust");
WHEREAS Rhodes has established a trust for his grandchild Tina
G. Ehrich, known as the Tina G. Ehrich Trust (the "Tina G. Ehrich
Trust");
WHEREAS Rhodes has established a trust for his grandchild
William G. Bolling, known as the William G. Bolling Trust (the
"William G. Bolling Trust");
WHEREAS the Ashley H. Bolling Trust, the Tesha Ella Insko
Trust, the Megan E. Insko Trust, the Tina G. Ehrich Trust and the
William G. Bolling Trust wish to join Rhodes in his original filing
and statements containing information required by Schedule 13D with
respect to the common stock of Horizon Bancorp, Inc., Austin,
Texas, and wish to file such Schedule 13D jointly;
WHEREAS Rhodes, the Ashley H. Bolling Trust, the Tesha Ella
Insko Trust, the Megan E. Insko Trust, the Tina G. Ehrich Trust and
the William G. Bolling Trust on whose behalf the statement is filed
is responsible for the timely filing of such statement and any
amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; and neither
Rhodes nor the Ashley H. Bolling Trust, the Tesha Ella Insko Trust,
the Megan E. Insko Trust, the Tina G. Ehrich Trust and the William
G. Bolling Trust are responsible for the completeness or accuracy
of the information concerning the other making the filing, unless
such reporting person knows or has reason to believe that such
information is inaccurate; and
WHEREAS such statement identifies Rhodes and the Ashley H.
Bolling Trust, the Tesha Ella Insko Trust, the Megan E. Insko
Trust, the Tina G. Ehrich Trust and the William G. Bolling Trust,
contains the required information with regard to each, indicates
that such statement is filed on behalf of each and includes, as an
exhibit, this agreement in writing that such a statement is filed
on behalf of each of them.
IT IS THEREFORE AGREED that the undersigned jointly file the
Schedule 13D.
/s/ William B. Rhodes
William B. Rhodes, Individually
ASHLEY H. BOLLING TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
TESHA ELLA INSKO TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
MEGAN E. INSKO TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
TINA G. EHRICH TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
WILLIAM G. BOLLING TRUST
By: /s/ William B. Rhodes
William B. Rhodes, Trustee
