SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HARRINGTON FINANCIAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.125 PAR VALUE PER SHARE
(Title of Class of Securities)
413801 10 1
(CUSIP Number)
Douglas T. Breeden
100 Europa Drive
Chapel Hill, North Carolina 27514
(919) 967-7221
(Name, Address, Telephone Number of Persons Authorized to Receive
Notices and Communications)
July 30, 1997
(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
[]. (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.)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas T. Breeden
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,473,090
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
30,400
9 SOLE DISPOSITIVE POWER
1,473,090
10 SHARED DISPOSITIVE POWER
30,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,503,490
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.163%
14 TYPE OF REPORTING PERSON*
IN
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 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 33,000 shares of Common
Stock on July 30, 1997 at $11.625 per share for an aggregate
purchase price of $386,268. The purchase was funded one-half
with personal funds and one-half with margin borrowings.
Breeden Community Corporation, a corporation controlled by
the Reporting Person, purchased 7,500 shares of Common Stock
on July 31, 1997 at $11.375 per share for an aggregate
purchase price of $85,840. Breeden Community Corporation
also purchased 7,500 shares of Common Stock on August 1, 1997
at $11.375 per share for an aggregate purchase price of
$85,840. The funds for these purchases were derived one-half
from a capital contribution from the personal funds of the
Reporting Person and one-half from margin borrowings. All
purchases were made in the open market through Hilliard
Lyons, Inc.
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.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 1,503,490
shares of Common Common Stock of the Issuer which represents
approximately 46.163% of the outstanding shares of Common Stock.
This includes options to purchase 200 shares which are currently
exercisable. As of August 7, 1997, 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. In addition,
the Reporting Person has been granted options to purchase an
aggregate of 1,000 shares of Common Stock at $10.00 per share,
which vest and are exercisable at a rate of 20% per year from
May 6, 1997 through May 6, 2001. 200 of these options are
currently vested and exercisable and the shares are deemed to
be beneficially owned. The remaining options to purchase 800
shares are not currently deemed to be beneficially owned by
the Reporting Person. The Reporting Person has also been granted
options to purchase an aggregate of 1,000 shares of Common Stock
at $11.50 per share, which vest and are exercisable at a rate of
20% per year from May 6, 1998 through May 6, 2002 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 1,473,090 shares of Common
Stock (which includes 200 options which are currently exercisable).
The Reporting Person may be deemed to have shared voting
and dispositive power with respect to 11,400 shares of Common
Stock held by his wife, 4,000 shares held by his wife as
custodian for their children, and 15,000 shares held by Breeden
Community Corporation, a corporation controlled by the Reporting
Person.
(c) The Reporting Person acquired 33,000 shares of
Common Stock on July 30, 1997 at $11.625 per share for an aggregate
purchase price of $386,268. Breeden Community Corporation,
a corporation controlled by the Reporting Person, purchased 7,500
shares of Common Stock on July 31, 1997 at $11.375 per share for
an aggregate purchase price of $85,840. Breeden Community
Corporation also purchased 7,500 shares of Common Stock on
August 1, 1997 at $11.375 per share for an aggregate purchase
price of $85,840. All purchases were made in the open market
through Hilliard Lyons, Inc.
(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, 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 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.
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
Douglas T. Breeden
Date: August 7, 1997
