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. Douglas B. Kadison
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: Douglas B. Kadison, 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 167,066
Shares
Beneficially 8) Shared Voting Power 2,000
Owned
by Each 9) Sole Dispositive Power 167,066
Reporting
Person 10) Shared Dispositive Power 2,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
208,754
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) 13.15%.
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: Douglas B. Kadison, Trustee, Zachary
Copland Kadison Trust, TUGMA, SSN ###-##-####
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 1,000
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 1,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
208,754
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) 13.15%.
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: Douglas B. Kadison, Spouse of Carol C.
Kadison, Trustee, Bret Copland Kadison Trust, TUGMA, SSN ###-##-####
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 1,000
Owned
by Each 9) Sole Dispositive Power
Reporting
Person 10) Shared Dispositive Power 1,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
208,754
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) 13.15%.
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
Douglas B. Kadison, 7706 Stoneywood, Austin, Texas 78731. Mr.
Kadison is Chairman of the Board, President and Chief Executive
Officer of HBI at the address stated above. During the last five
years, Mr. Kadison 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. Kadison is a citizen of the United States of America.
Item 3. Source and Amount of Funds for Other Consideration:
In 1987, Mr. Kadison acquired 83,283 shares of stock in HBI
through a transaction in which he contributed his ownership
interest in United Austin Mortgage Company and $275,000. 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. Kadison owning
166,566 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. Kadison
purchased additional shares in three transactions. First, on
September 15, 1995, Mr. Kadison acquired 500 shares of HBI common
stock for an aggregate purchase price of $2,500.00. This purchase
was made with personal funds. Second, Mr. Kadison's wife, Carol C.
Kadison, established a trust for their minor child, Bret Copland
Kadison, described as Bret Copland Kadison Trust, TUGMA, Carol C.
Kadison, Trustee, which acquired 1,000 shares of HBI common stock
on October 26, 1995. The aggregate purchase price of such stock
was $9,104. This purchase was made with personal funds contributed
by Mr. and Mrs. Kadison to the Trust. Third, in a similar fashion,
Mr. Kadison established a trust for his minor child Zachary Copland
Kadison, described as the Zachary Copland Kadison Trust, TUGMA,
Douglas B. Kadison, Trustee, which acquired 1,000 shares of HBI
common stock on October 26, 1995. The aggregate purchase price of
such shares was $9,104. This purchase was made with personal funds
contributed by Mr. and Mrs. Kadison to the Trust. Since either Mr.
Kadison or his wife is listed as Trustee for the Trusts established
for the benefit of the minor children, Mr. Kadison has included
such transactions in this Schedule. In addition, Mr. Kadison 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; (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. Kadison owns in excess of 5% of HBI common
stock.
Item 4. Purpose of Transaction:
All of the shares purchased or acquired by Mr. Kadison,
including shares held by his minor children described previously in
trust by either Mr. or Mrs. Kadison (sometimes collectively
referred to herein as the "Kadisons"), were acquired for
investment. The Kadisons 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 Chairman of the Board, President and Chief Executive
Officer, Mr. Kadison 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 Kadisons have 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. Kadison beneficially owns an aggregate of 208,754 shares
of HBI Common Stock, constituting 13.15% of the number of shares of
such Common Stock outstanding on the date hereof. Such amount
includes options granted to Mr. Kadison to purchase 39,688 shares
pursuant to HBI's Stock Option and Incentive Plans. Of the 208,754
shares owned beneficially by Mr. Kadison are shares which Mr.
Kadison has: (1) shared voting and investment power with his
minor children or his wife for 2,000 shares and (2) sole voting and
share investment power for 167,066 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 the Kadisons 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. Kadison 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: July 3, 1996.
/s/ Douglas B. Kadison
Douglas B. Kadison
BRET COPLAND KADISON TRUST,
TUGMA
By: /s/ Carol C. Kadison
Carol C. Kadison, Trustee
ZACHARY COPLAND KADISON TRUST,
TUGMA
By: /s/ Douglas B. Kadison
Douglas B. Kadison, Trustee
ATTENTION: Intentional misstatements or omissions of fact
constitute federal criminal violations (See 18 U.S.C. 1001).<PAGE>
EXHIBIT A
AGREEMENT
WHEREAS Douglas B. Kadison ("Kadison") is filing a
Schedule 13D;
WHEREAS Kadison has established a trust for his minor son,
Zachary Copland Kadison, known as the Zachary Copland Kadison
Trust, TUGMA (the "Zachary Kadison Trust");
WHEREAS Kadison's spouse, Carol C. Kadison, has established a
trust for his minor son, Bret Copland Kadison, known as the Bret
Copland Kadison Trust, TUGMA (the "Bret Kadison Trust");
WHEREAS the Zachary Kadison Trust and the Bret Kadison Trust
wish to join Kadison 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 each of Kadison, the Zachary Kadison Trust and the
Bret Kadison 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
Kadison, the Zachary Kadison Trust nor the Bret Kadison 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 Kadison and the Zachary
Kadison Trust and the Bret Kadison 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.
<PAGE>
IT IS THEREFORE AGREED that the undersigned jointly file the
Schedule 13D.
/S/ Douglas B. Kadison
Douglas B. Kadison
BRET COPLAND KADISON TRUST,
TUGMA
By: /s/ Carol C. Kadison
Carol C. Kadison, Trustee
ZACHARY COPLAND KADISON
TRUST, TUGMA
By: /s/ Douglas B. Kadison
Douglas B. Kadison, Trustee
