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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Northeast Indiana Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
664196 10 2
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(CUSIP Number)
Stephen E. Zahn
648 North Jefferson Street, Huntington, Indiana 46750
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(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December 31, 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 __.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 664196 10 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen E. Zahn
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) x
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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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
USA
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NUMBER OF 7. SOLE VOTING POWER
86,200
SHARES -----------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 3,553
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OWNED BY 9. SOLE DISPOSITIVE POWER
81,205
EACH REPORTING -----------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 3,553
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,753
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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)
5.1%
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the common stock, par value $.01 per share (the
"Common Shares") of Northeast Indiana Bankcorp, Inc. ("NEIB"),
located at 648 North Jefferson Street, Huntington, Indiana 46750.
Item 2. Identity and Background
The name and business address of the person filing this
statement is Stephen E. Zahn, 648 North Jefferson Street,
Huntington, Indiana 46750. Mr. Zahn is the Chairman of the
Board, President and Chief Executive Officer of NEIB and its
subsidiary First Federal Savings Bank at the address stated
above. During the last five years, Mr. Zahn has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and has not 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 finding an violation with respect to such
laws. Mr. Zahn is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Zahn has acquired beneficial ownership of 89,753 shares
of Common Stock as follows:
(i) 28,474 shares purchased with personal funds for an
aggregate purchase price of $299,283;
(ii) 4,995 shares allocated to Mr. Zahn's ESOP account;
(iii) 21,821 shares awarded to Mr. Zahn through the
Company's Recognition and Retention Plan, of which 4,364 shares
have vested;
(iv) 10,910 options granted to Mr. Zahn through the
Company's Stock Option Plan exercisable within 60 days of the
filing of this Schedule 13D;
(v) 3,533 shares owned by Mr. Zahn's spouse; and
(vi) 20,000 shares owned by the estate of William E.
Zahn, of which estate Mr. Zahn is executor.
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Item 4. Purpose of Transaction
All of the shares purchased and/or acquired by Mr. Zahn are
for investment purposes. Mr. Zahn may, from time to time,
depending upon market conditions and other investment
considerations, purchase additional shares of NEIB for
investment, or dispose of shares of NEIB. As President and Chief
Executive Officer, Mr. Zahn regularly explores potential
actions and transactions which may be advantageous to NEIB,
including, but not limited to, possible mergers, acquisitions,
reorganizations, or other material changes in the business,
corporate structure, management, policies, governing instruments,
securities or regulatory or reporting obligations of NEIB.
Except as noted above, Mr. Zahn has no plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional
securities of NEIB, or the disposition of securities by NEIB;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving NEIB or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of
NEIB or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of NEIB, 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 NEIB;
(f) any other material change in NEIB's business or
corporate structure;
(g) changes in NEIB's articles of incorporation, bylaws
or instruments corresponding thereto or other actions which may
impede the acquisition of control of NEIB by any persons;
(h) causing a class of securities of NEIB 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 NEIB becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; and
(j) any action similar to any of those enumerated above.<PAGE>
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Item 5. Interest in Securities of the Issuer
As of the date of this report, the aggregate number of
shares of Common Stock beneficially owned by Mr. Zahn for the
purpose of this statement is 89,753 shares (including the right
to acquire 10,910 shares) representing 5.1% of the shares of
Common Stock outstanding on the date hereof. Such amount
includes:
(1) 86,200 shares over which Mr. Zahn has sole
voting power;
(2) 3,553 shares over which Mr. Zahn shares voting
power with his spouse, Alyce M. Zahn, whose address is 5000 West
600 North, Huntington, Indiana 46750. Mrs. Zahn does not work
outside of the home. Mrs. Zahn has purchased these shares with
personal funds. During the last five years, Mrs. Zahn 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 her 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.
Mrs. Zahn is a citizen of the United States of America.
(3) 81,205 shares over which Mr. Zahn has sole
dispositive power;
(4) 3,553 shares over which Mr. Zahn has shared
dispositive power with his spouse, Alyce M. Zahn. (see paragraph
(2)).
The following transactions involving Mr. Zahn's beneficial
ownership of Common Stock were effected in the past sixty days:
(a) on May 1, 1997 Mr. Zahn acquired 236 shares of Common Stock
at $14.50 per share from the Nasdaq SmallCap Market System
effected through a broker; and (b) on May 1, 1997 Mrs. Zahn
acquired 39 shares of Common Stock at $14.50 per share, purchased
through a broker from the Nasdaq SmallCap Market System.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Mr. Zahn.
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 Mr. Zahn 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 common stock beneficially owned by Mr. Zahn is pledged or
otherwise subject to a contingency, the occurrence of which would
give another person voting power or investment power over such
shares.
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Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
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.
June 9, 1997
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Date
(s) Stephen E. Zahn
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Stephen E. Zahn
