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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)
Michael J. Giarla
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 6 Pages
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CUSIP No. 413801 10 1 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael J. Giarla
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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, 00
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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 190,500
OWNED BY EACH -----------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 3,899
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9 SOLE DISPOSITIVE POWER
190,500
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10 SHARED DISPOSITIVE POWER
3,899
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
194,399
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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)
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6.0%
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) Michael J. Giarla ("Reporting Person").
(b) The Reporting Person's business address is 100 Europa Drive,
Chapel Hill, North Carolina 27514.
(c) The Reporting Person is a Director of the Issuer. The Reporting
Person is Executive Vice President, Chief Operating Officer 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. The Reporting Person is also President of Smith Breeden Mutual Funds.
(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 30,347 shares at $10.00 through his
Smith Breeden Profit Sharing Plan ("Profit Sharing Plan") account for an
aggregate purchase price of $303,470 with funds held in the plan in the Issuer's
initial public offering on May 6, 1996. The Reporting Person also acquired
9,393 shares of Common Stock on May 6, 1996 as custodian for his child at $10.00
per share for an aggregate purchase price of $93,930 and the Reporting Person's
wife acquired 3,899 shares (in an Individual Retirement Account) at $10.00 per
share on May 6, 1996 for an aggregate purchase price of $38,990 in the Issuer's
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CUSIP No. 413801 10 1 13D Page 4 of 6 Pages
initial public offering. The Reporting Person disclaims beneficial ownership of
the shares held as custodian for his child and the shares held by his wife. The
funds for these purchases were derived from personal funds. The Reporting
Person also owns 150,760 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 a Director of the Issuer. The
Reporting Person intends to continue to participate in the management 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 194,399 shares of Common
Stock of the Issuer which represents approximately 6.0% 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 8,000 shares of Common Stock, which are exercisable
between December 15, 1997 and
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CUSIP No. 413801 10 1 13D Page 5 of 6 Pages
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 190,500 shares of Common Stock, including 30,347 shares held in the
Profit Sharing Plan and 9,393 shares held as custodian for his child. The
Reporting Person may direct the trustee with respect to the voting and
disposition of the shares held in the Profit Sharing Plan. The Reporting Person
may be deemed to have shared voting and dispositive power with respect to 3,899
shares of Common Stock held in his wife's IRA.
(c) The Reporting Person purchased 30,347 shares of Common Stock at
$10.00 per share for an aggregate purchase price of $303,470 through his Profit
Sharing Plan account and 9,393 shares of Common Stock as custodian for his child
at $10.00 per share for an aggregate purchase price of $93,930 in the Issuer's
initial public offering on May 6, 1996. The Reporting Person's wife purchased
3,899 shares of Common Stock through her IRA at $10.00 per share for an
aggregate purchase price of $38,990 in the Issuer's initial public offering on
May 6, 1996. 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 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 Executive Vice
President, Chief Operating Officer and a Director of Smith Breeden, who provides
financial and investment advice to the Issuer and its wholly-owned subsidiary
Harrington Bank, FSB.
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/ Michael J. Giarla
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Michael J. Giarla
Date: September 10, 1996
