SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19,
1996
Horizon Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-25096 74-2412835
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5800 North MoPac, Austin, Texas 78731
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(Address of principal executive offices)
Registrant's telephone number, including area code: (512)371-0700
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
The registrant issued the following press release on
September 19, 1996:
AUSTIN, Texas, Sept. 19, 1996 -- Horizon Bancorp,
Inc. and its subsidiary, Horizon Bank & Trust, SSB, have
signed a letter of intent to be acquired by Compass
Bancshares, Inc. The transaction will mark Compass'
initial entry into the Austin market.
The transaction will add $144 million in assets and
eight locations to Compass' Texas franchise. In addition
to the bank's main location at 5800 North MoPac, Compass
will add Horizon's locations at 505 Barton Springs Road,
1509 West 38th Street, 1250 Capital of Texas Highway,
13497 Anderson Mill Road, 2514 West Parmer Lane, 8610
North MoPac and 201A West Taylor Avenue in Round Rock.
"Entering Austin has been a priority of Compass'
Texas strategy," said Charles E. McMahen, chairman and
chief executive officer of Compass Banks of Texas, Inc.
"Uniting with Horizon will give Compass a presence in all
of its targeted Texas markets and will create a solid
position for us among the high growth I-35 corridor."
"The merger with Compass will greatly benefit
Horizon's customers as they will be able to be better
served in the future," said Douglas B. Kadison, chairman,
president and chief executive officer of Horizon Bank &
Trust, SSB. "Compass is a proven leader in building a
strong, customer-oriented presence in Texas banking and
is a perfect fit with our organization. In addition,
Compass brings to our customers and to Austin a
wide-range of technologically-advanced and convenient
products."
"We have been looking to enter Austin for some time
and are very fortunate to find a partner like Horizon
that mirrors our commitment to relationship banking along
with a mutual emphasis on banking small businesses, real
estate and individuals," McMahen added. "Compass'
philosophy is one of relationship banking. We have built
our presence in Texas based on that principle by
acquiring community banks and retaining the employees of
those banks that have made the bank a success."
McMahen also announced that Kadison, Charles
Nichols, executive vice president, and Paul Antrim,
executive vice president and chief financial officer,
will remain as active parts of Compass' management team.
<PAGE>
Terms of the transaction call for Compass to
exchange shares of its common stock for all of the
outstanding common stock of Horizon Bancorp, Inc. The
transaction is subject to execution of a definitive
agreement and shareholder and regulatory approval and is
expected to be completed during the first half of 1997.
Upon completion of the acquisition, Compass will
increase to 100 banking offices and more than $4.8
billion in assets statewide, including the pending
acquisitions of Texas American Bank in San Antonio and
ProBank in Houston and offices under construction.
Compass Bancshares, Inc. is a $10.8 billion banking
holding company with 203 offices in Alabama, Florida and
Texas. Compass reported record earnings of $67.4 million
for the first six months of 1996 and has a capital base
of $701 million. Shares of the company's common stock
are traded through the NASDAQ national market system
under the symbol CBSS.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HORIZON BANCORP, INC.
Registrant
By: /s/ Douglas B. Kadison
Douglas B. Kadison
President and Chief Executive
Officer
By: /s/ Paul A. Antrim
Paul A. Antrim
Executive Vice President and
Chief Financial Officer
Dated: September 19, 1996
