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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)
Craig J. Cerny
7300 College Boulevard, Suite 430
Overland Park, Kansas 66210
(913) 451-1566
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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 6 Pages
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CUSIP No. 413801 10 1 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Craig J. Cerny
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH 7 SOLE VOTING POWER
245,760
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
245,760
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 413801 10 1 13D Page 3 of 6 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) Craig J. Cerny ("Reporting Person").
(b) The Reporting Person's business address is 7300 College
Boulevard, Suite 430, Overland Park, Kansas 66210.
(c) The Reporting Person is the President and a Director of the
Issuer and Chairman of the Board and Chief Executive Officer of Harrington Bank,
FSB (the "Bank"), a wholly-owned subsidiary of the Issuer. The Reporting Person
also serves as Chairman of the Board and Chief Executive Officer of Harrington
West Financial Group, Inc. and as a director of its wholly-owned subsidiary, Los
Padres Savings Bank, FSB. The Reporting Person is a Principal, Executive Vice
President and a Director 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 4,000 shares of Common Stock on May 6,
1996 at $10.00 per share for an aggregate purchase price of $40,000 from
personal funds and 6,000 shares at $10.00 per share through his Smith Breeden
Profit Sharing Plan ("Profit Sharing Plan") account with funds held in the plan
for an aggregate purchase price of
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CUSIP No. 413801 10 1 13D Page 4 of 6 Pages
$60,000 in the Issuer's initial public offering. The Reporting Person also owns
235,760 shares of Common Stock, which were acquired more than 60 days prior to
the Issuer's initial public offering.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person is presently the President of the Issuer and
Chairman of the Board and Chief Executive Officer of the Bank. 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 245,760 shares of Common
Stock of the Issuer which represents approximately 7.5% 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.
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CUSIP No. 413801 10 1 13D Page 5 of 6 Pages
(b) The Reporting Person has sole voting and dispositive power with
respect to 245,760 shares of Common Stock. The Reporting Person may direct the
trustee with respect to the voting and disposition of the shares held in the
Profit Sharing Plan.
(c) The Reporting Person purchased 4,000 shares of Common Stock at
$10.00 per share for an aggregate purchase price of $40,000 and 6,000 shares of
Common Stock at $10.00 per share for an aggregate purchase price of $60,000
through his Profit Sharing Plan account on May 6, 1996 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. The Reporting Person is the President and a Director
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 a
Principal, Executive Vice President and a Director of Smith Breeden, who
provides financial and investment advice to the Issuer and the Bank.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP No. 413801 10 1 13D Page 6 of 6 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/Craig J. Cerny
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Craig J. Cerny
Date: September 10, 1996
