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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. 2)*
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)
January 15, 1999
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g),
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
114,298
SHARES --------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 8,952
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OWNED BY 9. SOLE DISPOSITIVE POWER
103,453
EACH REPORTING --------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 8,952
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,250
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
See Items 3 and 5 below
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.30%
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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, $.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 123,250 shares of Common
Stock as follows: (All shares adjusted for the 10% stock dividend on November
23, 1998)
(i) 31,897 shares purchased with personal funds for an aggregate purchase
price of $310,208; of which 7,700 shares have been moved to the Stephen E. Zahn
Trust;
(ii) 10,845 shares allocated to Mr. Zahn's ESOP account;
(iii) 24,003 shares awarded to Mr. Zahn through the Company's Recognition
and Retention Plan, of which 14,402 shares have vested, of which 9,601 have been
moved to the Stephen E. Zahn Trust;
(iv) 31,053 options granted to Mr. Zahn through the Company's Stock Option
Plan exercisable within 60 days of the filing of this Schedule 13D;
(v) 4,002 shares owned by Mr. Zahn's spouse;
(vi) 16,500 shares inherited from the estate of William E. Zahn have been
moved to the Stephen E. Zahn Trust; and
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(vii) 4,950 shares were acquired by exercising 4,950 options using personal
funds for an aggregate purchase price of $52,866. These shares are jointly held
by Mr. and Mrs. Zahn.
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;
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(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.
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
123,250 shares (including the right to acquire 31,053 shares) representing 7.30%
of the shares of Common Stock outstanding on the date hereof. Such amount
includes:
(1) 114,298 shares over which Mr. Zahn has sole voting power;
(2) 8,952 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) 103,453 shares over which Mr. Zahn has sole dispositive power;
(4) 8,952 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, 1999, Mr.
Zahn was notified that he was allocated an additional 2,671 shares to his ESOP
account as of December 31, 1998; (b) on January 15, 1999, an additional twenty
percent of the options (12,001 options) awarded Mr. Zahn became exercisable
within 60 days of this filing; and (c) on December 28, 1998, Mr. Zahn exercised
an option to purchase 4,950 shares at $10.68 per share.
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.
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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.
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.
Date: March 11, 1999 /s/ Stephen E. Zahn
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Stephen E. Zahn
