<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NORTHEAST INDIANA BANCORP, INC.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
664196 10 2
- -------------------------------------------------------------------------------
(CUSIP Number)
Stephen E. Zahn
648 North Jefferson Street, Huntington, Indiana 46750
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 15, 1998
- --------------------------------------------------------------------------
(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).
<PAGE>
<PAGE>
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
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) __
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
94,545
SHARES --------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 3,553
--------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
87,115
EACH REPORTING --------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 3,553
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,098
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
See Items 3 and 5 below
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.73%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value (the "Common Stock"), of Northeast Indiana
Bancorp, Inc. ("NEIB"), located at 648 North Jefferson Street, Huntington,
Indiana 46750.
Item 2. Identity and Background
The name and 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 Saving 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), or 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 being found in 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 98,090 shares of Common
Stock as follows:
(i) 28,474 shares purchased with personal funds for an aggregate
purchase price of $299,283
(ii) 7,430 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 8,728 shares have vested;
(iv) 21,820 options granted to Mr. Zahn through the Company's Stock
Option Plan exercisable within 60 days of the filing of this
Schedule 13D;
(v) 3,553 shares owned by Mr. Zahn's spouse; and
(iv) 15,000 shares inherited from the estate of William E. Zahn.
Mr. Zahn previously reported beneficial ownership of 20,000
shares as the executor of the estate of William E. Zahn.
<PAGE>
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,
capitalization, 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; or
(j) any action similar to any of those enumerated above.
<PAGE>
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
98,098 shares (including the right to acquire 21,820 shares) representing 5.73%
of the shares of Common Stock outstanding on the date hereof. Such amount
includes:
(1) 94,545 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, who's 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 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 being found in violation with respect to such laws.
Mrs. Zahn is a citizen of the United States of America.
(3) 87,115 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 January 12, 1998,
Mr. Zahn was notified that he was allocated an additional 2,435 shares to his
ESOP account as of December 31, 1997; and (b) on January 15, 1998, an
additional twenty percent of the options (10,910 options) awarded Mr. Zahn
became exercisable within 60 days of this filing.
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.
<PAGE>
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
<PAGE>
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.
Date: February 9, 1998 /s/ Stephen E. Zahn
---------------- -----------------------------------
Stephen E. Zahn
