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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
HARRINGTON FINANCIAL GROUP, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.125 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
413801 10 1
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(CUSIP NUMBER)
Douglas T. Breeden
100 Europa Drive
Chapel Hill, North Carolina
27514
(919) 967-7221
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(NAME, ADDRESS, TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
May 6, 1996
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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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 7 Pages
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CUSIP No. 413801 10 1 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas T. Breeden
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, BK
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5 CHECK BOX 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
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,349,790
OWNED BY EACH ----------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 14,000
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9 SOLE DISPOSITIVE POWER
1,349,790
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10 SHARED DISPOSITIVE POWER
14,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,363,790
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 413801 10 1 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D ("Schedule") relate are the
shares of common stock, $.125 par value per share ("Common Stock"), of
Harrington Financial Group, Inc. (the "Issuer"). The address of the Issuer's
principal executive office is 722 Promenade, Richmond, Indiana 47375.
ITEM 2. IDENTITY AND BACKGROUND
(a) Douglas T. Breeden ("Reporting Person").
(b) The Reporting Person's business address is 100 Europa Drive,
Chapel Hill, North Carolina 27514.
(c) The Reporting Person is the Chairman of the Board of Directors of
the Issuer. The Reporting Person is also Chairman of the Board, President and
Chief Executive Officer of Smith Breeden Associates, Inc. ("Smith Breeden").
Smith Breeden renders investment advice and asset and liability management
services to financial institutions, corporate and government pension plans,
foundations and government agencies.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is 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 a finding of any
violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired 210,122 shares of Common Stock on May 6,
1996 at $10.00 per share for an aggregate purchase price of $2,101,220 in the
Issuer's initial public offering. The funds for such purchase were derived from
bank loans from Wachovia Bank and NationsBank in the aggregate amount of $2.1
million. The Reporting Person also acquired in open market purchases the
following: 2,000 shares on May 17, 1996 at $10.75 per share (aggregate
purchase price of approximately $21,500), 1,000 shares on August 6, 1996 at
$9.75 per share (aggregate purchase price of approximately $9,750), 2,000
shares on August 6, 1996 at $10.00 per share (aggregate purchase price of
approximately $20,000), 2,000 shares on August 7, 1996 at $10.00 per
share (aggregate purchase price of approximately $20,000),
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CUSIP No. 413801 10 1 13D Page 4 of 7 Pages
5,000 shares on August 8, 1996 at $10.00 per share (aggregate purchase price of
approximately $50,000), and 2,000 shares on August 14, 1996 at $10.25 per share
(aggregate purchase price of approximately $20,500). In addition, the Reporting
Person's wife acquired 10,000 shares of Common Stock at $10.00 per share for an
aggregate purchase price of $100,000 and 4,000 shares of Common Stock as
custodian for their children at $10.00 per share for an aggregate purchase price
of $40,000 on May 6, 1996 in the Issuer's initial public offering. The funds
for these purchases were derived from personal funds. The Reporting Person also
owns 1,125,668 shares of Common Stock, which were acquired more than 60 days
prior to the Issuer's initial public offering. An aggregate of 1,053,668 shares
owned by the Reporting Person have been pledged to secure repayment of certain
indebtedness subsequent to their acquisition for various bank loans and
margin accounts.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person is presently the Chairman of the Board of the
Issuer. The Reporting Person intends to continue to participate in the
management and operations of the Issuer. The Reporting Person believes that the
shares of Common Stock are an attractive investment and purchased the shares of
Common Stock for investment purposes and not for the purpose of influencing the
management of the Issuer or exercising control.
The Reporting Person currently has no plans or proposals (excluding
action which may be taken or proposed to be taken by the Board of Directors of
which the Reporting Person is a member) which relate to or would result in (a)
the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
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CUSIP No. 413801 10 1 13D Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 1,363,790 shares of Common
Common Stock of the Issuer which represents approximately 41.8% of the
outstanding shares of Common Stock. As of August 31, 1996, 3,256,738 shares of
Common Stock were outstanding. The Reporting Person also has been granted
options to purchase an aggregate of 16,000 shares of Common Stock, which are
exercisable between December 15, 1997 and January 15, 1998 at $7.50 per share
and are not currently deemed to be beneficially owned by the Reporting Person.
(b) The Reporting Person has sole voting and dispositive power with
respect to 1,349,790 shares of Common Stock. The Reporting Person may be deemed
to have shared voting and dispositive power with respect to 10,000 shares of
Common Stock held by his wife and 4,000 shares held by his wife as custodian for
their children.
(c) The Reporting Person purchased 210,122 shares of Common Stock on
May 6, 1996 at $10.00 per share for an aggregate purchase price of $2,101,220 in
the Issuer's initial public offering. The Reporting Person also acquired in
open market purchases the following: 2,000 shares on May 17, 1996 at $10.75 per
share (aggregate purchase price of approximately $21,500), 1,000 shares on
August 6, 1996 at $9.75 per share (aggregate purchase price of approximately
$9,750), 2,000 shares on August 6, 1996 at $10.00 per share (aggregate purchase
price of approximately $20,000), 2,000 shares on August 7, 1996 at $10.00 per
share (aggregate purchase price of approximately $20,000), 5,000 shares on
August 8, 1996 at $10.00 per share (aggregate purchase price of approximately
$50,000), and 2,000 shares on August 14, 1996 at $10.25 per share (aggregate
purchase price of approximately $20,500). The Reporting Person's wife purchased
10,000 shares of Common Stock at $10.00 per share for an aggregate purchase
price of $100,00 and purchased 4,000 shares at $10.00 per share for an aggregate
purchase price of $40,000 on May 6, 1996 as custodian for their children in the
Issuer's initial public offering. The Reporting Person had no other
transactions in the Issuer's securities during the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer,
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CUSIP No. 413801 10 1 13D Page 6 of 7 Pages
other than the bank loans and pledges of securities described in Item 3 above.
The Reporting Person is the Chairman of the Board of Directors of the Issuer and
has in the past and intends in the future to exercise his vote and to serve the
Issuer as a director in an independent manner, and to vote his shares of Common
Stock individually and not pursuant to any understanding, arrangement or
agreement with any other persons. The Reporting Person is also Chairman of the
Board, President and Chief Executive Officer of Smith Breeden, who provides
financial and investment advice to the Issuer and Harrington Bank, FSB, a
wholly-owned subsidiary of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP No. 413801 10 1 13D Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
/s/Douglas T. Breeden
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Douglas T. Breeden
Date: September 10, 1996
