Form 10-Q/A SECURITIES AND EXCHANGE COMMISSION 450 5th Street N.W. Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1995 - commission file number 0-10792 HORIZON BANCORP (Exact name of registrant as specified in its charter) Indiana 35-1562417 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 515 Franklin Square, Michigan City, Indiana 46360 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219)879-0211 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 747,363 at July 27, 1995 Part I - Financial Information ITEM 1. 	FINANCIAL INFORMATION REQUIRED BY RULE 10-01 OF REGULATION S-X IS INCLUDED IN THIS FORM 10-Q AS REFERENCED BELOW 	Financial Statements	 Page 	Consolidated Balance Sheet (Unaudited)	 3 - 4 	Consolidated Statement of Income (Unaudited)	 5 - 6 	Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited)	 7 	Consolidated Statement of Cash Flows (Unaudited)	 8 - 9 	Notes to the Consolidated Financial Statements (Unaudited)	 10 -15		 CONSOLIDATED BALANCE SHEET (UNAUDITED) (Thousands, except per share data) 			June 30		December 31 			1995		1994 ASSETS Cash and cash equivalents 	Cash and due from banks	 $12,172 	 $ 23,821 	Money market investment	 827 	 1,063 	Federal funds sold	 	 3,250 ------ ------ 		Total cash and cash equivalents	 12,999 	 28,134 Short-term investments- Interest-bearing balances in banks	 100	 100 Investment securities available for sale, net (Note 2)	 77,937 	 83,142 Investment securities held to maturity, net (Note 2)(Estimated market value of $15,445 at June 30, 1995 and $15,225 at December 31, 1994)	 15,482 	 15,475 Loans 	Total loans (Note 3)	 223,488 	 225,016 	Deferred loan fees	 (463)	 (462)		 Unearned income	 (837)	 (932) 	Allowance for loan losses (Note 4)	 (2,784)	 (2,555) ------- ------- 		Net loans	 219,404 	221,067 Premises and equipment, net	 10,696 	 10,445 Accrued interest receivable	 2,841 	 2,807 Other assets	 6,338 	 8,300 		Total assets	 $ 345,797 	 $ 369,470 			 ======= 	======= - Continued - CONSOLIDATED BALANCE SHEET (UNAUDITED (CONTINUED) (Thousands, except per share data) 			June 30		December 31 		1995 		1994 LIABILITIES Deposits 	Noninterest-bearing	 $ 42,192 $ 40,686 	Interest-bearing	 244,000	 255,098 ------- ------- 		Total deposits	 286,192	 295,784 Short-term borrowings	 8,663 	24,693 Federal Home Loan Bank Advances	 17,400	 18,400 Obligation to employee stock ownership plan		 298 Accrued interest payable	 588 	466 Other liabilities	 2,138 2,416 ------- ------- 		Total liabilities	 314,981	 342,057 Commitments, off-balance sheet risk and contingencies STOCKHOLDERS' EQUITY Common stock: $1 stated value, 5,000,000 shares authorized; 1,027,531 shares issued	 1,027 	 1,027 Additional paid-in capital	 17,317 	 17,293 Retained earnings	 20,347 	18,961 Valuation allowance for securities available for sale (net of tax) (Note 2)	 (287)	 (2,327) 		Total before treasury stock and obligation 		 to employee stock ownership plan	 38,404 	34,954 Less treasury stock, at cost - 106,904 shares at June 30, 1995 and 93,745 shares at December 31, 1994	 (2,689)	 (2,243) Unearned Compensation	 (4,899)	 (5,000) Less obligation under employee stock ownership plan 	 (298) 		Total stockholder' equity	 30,816 	 27,413 		Total liabilities and stockholders' equity	 345,797 	 369,470 		 	=======	 ======= - Continued - CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (Thousands, except per share data) 	Three Months 	Six Months 			 Ended June 30 Ended June 30 			1995	 1994	 1995	 1994 INTEREST INCOME 	Interest and fees on loans	 $ 4,896 	$ 4,451 	$ 9,701	 $ 9,022 	 	Interest on balances in banks		 1 		1 	Interest on Federal funds sold	 17	 2	 19	 41 Interest and dividends on investment: Taxable	 1,397	 1,172	 2,818	 2,250 Nontaxable	 153	 165	 296	 307 ----- ----- ------ ------ 		Total interest income	 6,463	 5,791	 12,834	 11,621	 INTEREST EXPENSE 	Interest on deposit 	 2,339	 1,860	 4,524	 3,638 	Interest on Federal funds purchased and securities	sold under agreement to repurchase	 234	 92	 479	 175 	Interest on Federal Home Loan Bank Advances	 236 	 274	 463	 541 ----- ----- ----- ----- 		Total interest expense	 2,809	 2,226	 5,466	 4,354 NET INTEREST INCOME	 3,654	 3,565	 7,368	 7,267 PROVISON FOR LOAN LOSSES(NOTE 4) 	 165 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	 3,654	 3,565 	7,368	 7,102 NONINTEREST INCOME 	Service charges on deposits	 360	 319	 695 	 622 	Trust departments income	 460	 440	 877	 844 Security gains				 273 	Gain on sale of other real estate owned	 45 		45	 	Other income	 34	 94	 389	 159 ---- ---- ---- ---- 		Total other income	 899	 853	 2,006	 1,898 NONINTEREST EXPENSE 	Salaries and employee benefits	 1,947 	1,750	 3,897	 3,566 Occupancy expense of Company 	 premises, net of rental income	 234	 247	 496	 527	 	Data processing and equipment expense	 454	 394	 842	 764 	Loss on real estate owned	 252	 117	 313	 210 	Other expenses	 1,138	 1,011	 2,181	 1,935 ----- ----- ----- ----- 		Total other expense	 4,025	 3,519	 7,729	 7,002 -continued- CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (CONTINUED) (Thousands, except per share data) 			 Three Months	 Six Months	 			 Ended June 30	 Ended June 30 			 1995	 1994	 1995	 1994	 INCOME BEFORE INCOME TAXES	 $ 528	 $ 899	 $1,645 $ 1,998 PROVISION(BENEFIT FOR INCOME TAXES) 713 NET INCOME	 $ 444	 $ 549	 $ 1,942 	$ 1,285 Average number of shares outstanding	 752,567	 768,406	755,675	 768,409 Earnings per common share	 $ .59	 $ .71	 $2.57 	 $ 1.67 Earnings per common share have been calculated using the average See notes to the consolidated financial statements. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (In Thousands) 		 	 Three Months	 Six Months	 			 Ended June 30 Ended June 30 			 1995	 1994	 1995	 1994 Balance, beginning of period	 $29,874 	$28,555 	$27,413 	$27,759 Net income	 444 	 549 	 1,942 	 1,285 Cash dividends ($.60 for the six 	months ended June 30, 1995 and 1994)	 (276)	 (231)	 (556)	 (461) Reduction in ESOP obligation			 298 	 298 Purchase of Treasury Stock	 (315)	 (12)	 (446)	 (12) Amortization of unearned compensation expense	 51 		 101 	 Increase in additional paid-in capital from	amortization of unearned compensation expense	 12 		 24 	 Change in unrealized gain(loss) on securities available for sale 1,026 	 (881)	 2,040 	 (895) Tax benefit of ESOP dividend deduction	 	 11 	 17 ------- ------- ------- ------- Balance, June 30	 $30,816	 $27,991	 $30,816	 $27,991 ======= ======= ======= ======= 						 See notes to the consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In Thousands) Six months ended June 30 				 	1995	 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income 			$1,942 	 $1,285 Adjustments to reconcile net income to net cash from operating activities: 	Depreciation			 417 	 335 	Net amortization			 78 	 142 	Amortization of unearned compensation			 101 	Reserve for security (gains)/losses		 	 (3,305)	 1,574 	Provision for loan losses			 	 165 	Security Gains				 (273) 	Loss on disposal of fixed assets			 21 	Loss on other real estate owned			 239 	 59 	Benefit of deferred taxes			 170 	 (1,212) 	Increase/(decrease) in deferred loan fees			 1 	(34)	 	Decrease in unearned income			 (95)	 (338) 	Decrease in interest receivable			 (34)	 27 	Increase in interest payable			 122 	 30 	(Increase)/decrease in other assets			 3,618 	 (383) 	Decrease in other liabilities			 (278)	 (3,095) ------ ------ 			Net cash provided by activities		 2,997 	(1,718) CASH FLOWS FROM INVESTING ACTIVITIES: 	Proceeds from sales of investment securities- 	 available for sale			 	 14,859 	Proceeds from maturities, calls and principal 	 repayments of investment securities-available for sale 9,442	 9,751 	Proceeds from maturities, calls and principal repayments of investment securities-held to maturity 2,290 3,540 Purchase of investment securities-available for sale		 	(1,006) 	(23,309) 	Purchase of investment securities-held to maturity		 	(2,303)	 (5,282) 	Net decrease in loans 			 2,047 	 399 	Purchase of loans			 (954)	 (640) 	Proceeds from sales of loans		 	353 	1,984 	Recoveries on loans previously charged off			 311 	214 	Premises and equipment expenditures			 (716)	 (860) 	Proceeds from disposal of premises and equipment			 28 	 ------ ------ 			Net cash provided by (used in) investing activities		 9,492	 656 See notes to the consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)(UNAUDITED) (Thousands) Six months ended June 30 					1995	 1994 CASH FLOWS FROM FINANCING ACTIVITIES: 	Net decrease in deposits			 $ (9,592) $ (4,210) 	Dividends paid			 (556) 	(461) 	Net increase/(decrease) in short-term borrowings	 (16,030)	 6,869 	Purchase of Treasury stock			 (1,000)	 (12) 	Increase in Federal Home Loan Bank Advances			 (446)	 ------- ------- 		Net cash provided by(used in) financing activities	 (27,624) 	2,186 NET CHANGE IN CASH AND CASH EQUIVALENTS		 (15,135)	 1,124 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			 28,134	 25,055 CASH AND CASH EQUIVALENTS AT END OF QUARTER			 $ 12,999	 $ 26,179 CASH PAID DURING THE YEAR FOR: 	Interest			 $ 5,588 	$ 4,324 	Income taxes			 750	 908 See notes to the consolidated financial statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of Horizon Bancorp ("Horizon") and its wholly-owned subsidiary, First Citizens Bank, N.A. ("Bank"). All intercompany balances and transactions have been eliminated. The results of operations for the period ended June 30, 1995 and June 30, 1994 are not necessarily indicative of the operating results for the full year of 1995 or 1994. 	These interim financial statements are prepared without audit and reflect all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated position of Horizon Bancorp at June 30 1995 and its results of operations and cash flows for the periods presented. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosure required by generally accepted accounting principals that might otherwise be necessary in the circumstances and should be read in conjunction with the 1994 Horizon Bancorp consolidated financial statements and related notes thereto included in its Annual Report for the year ended December 31, 1994. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) NOTE 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY 		 The amortized cost and estimated fair value of investment securities available for sale and held to maturity at June 30, 1995 are as follows: (Thousands) Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value AVAILABLE FOR SALE: U.S. Treasury and U.S. Government agency securities $ 14,028 	$ 7 	$ (10) 	$ 14,025 Other Securities	 1,060	 	 (26) 	 1,034 -------- ----- ------ -------- 	Subtotal	 15,088	 7	 (36)	 15,059 FHLMC	 26,438	 208	 (195)	 26,451 FNMA	 23,800	 93	 (234)	 23,659 GNMA	 9,741	 46	 (98)	 9,689 -------- ----- ------ -------- Total mortgage-backed securities	 59,979	 347 	(527)	 59,799 Total debt securities 	75,067	 354	 (563)	 74,858 Equity securities	 3,246	 	 (167) 	 3,079 -------- ----- ------ -------- Total investment securities 	available for sale	 $ 78,313	 $ 354 $ (730)	 $ 77,937 			 =======	 ====	 ===== 	 ======= HELD TO MATURITY: U.S. Government agency securities	 $ 3,384 $ 	2 		 $ 3,386 Obligations of states and political subdivisions	 12,098	 31	 (70)	 12,059	 -------- ----- ----- ------- Total debt securities	 15,482	 33	 (70)	 15,445 Total debt securities, held to maturity	 $ 15,482 	$ 33 	$ (70) 	$ 15,445 			======= 	====	 ===== 	 ======= NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) NOTE 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY (CONTINUED)		 The amortized cost and estimated fair value of debt securities at June 30, 1995, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (Thousands) Amortized Fair 					Cost	 Value AVAILABLE FOR SALE: 			Due in one year or less		 $ 8,999	 $ 8,992 			Due after one year through five years		 6,089	 6,067	 ------- ------- 			Subtotal		 15,088	 15,059 			Mortgage-backed securities		 59,979 	 59,799 ------- ------ 			Total debt securities available for sale	 	 $75,067	 $74,858 HELD TO MATURITY: 			Due in one year or less		 $ 4,327 	$ 4,324 			Due after one year through five years		 6,947	 6,895 			Due after five years through ten years		 4,208	 4,226 ------- ------- 			Total debt securities held to maturity		 $15,482 	$15,445 (CONTINUED) NOTE 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY (CONTINUED) The amortized cost and estimated fair value of investment securities at December 31, 1994 are as follows: (Thousands) Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value AVAILABLE FOR SALE: U.S. Treasury and U.S. Government agency securities	 $ 18,034 $ 	 $ (289)	$ 17,745 Other Securities 	 2,078	 	 (92)	 1,986 --------- ------- ------- ------- 	Subtotal	 20,112		 (381)	 19,731 FHLMC 28,067 (1,471) 26,596 FNMA 	25,637		 (1,180)	 24,457 GNMA	 10,000	 	 (724) 9,276 --------- ------- ------- ------ Total mortgage-backed securities	 63,704 		(3,375)	 60,329 	Total debt securities	 83,816		 (3,756)	 80,060 Equity securities	 3,249	 	 (167) 3,082 	Total investment securities 	 available for sale	 $ 87,065	 $ 	 $(3,923)	$ 83,142 			 =======	 ======	 ======= 	======= HELD TO MATURITY: U.S. Government agency securities	 $ 3,521 			 $ 3,521 Obligations of states and political subdivisions	 11,954	 3 	 (253)	 11,704	 Total debt securities	 15,475	 3 	 (253)	 15,225 Total debt securities, held to maturity	 $ 15,475 	 $ 3 $ (253) 	$ 15,225 			 =======	 ====	 ===== 	======= NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE 3 - TOTAL LOANS Total loans are comprised of the following classifications: 				(In Thousands)				 			 June 30		 December 31 1995		 1994 Commercial			 $ 62,705	 $ 67,177 Real estate mortgage			 109,066 	105,974 Installment			 51,717	 51,865 -------- -------- 		 Total loans			 $223,488	 $225,016	 					 ========	 ======== NOTE 4 - ALLOWANCE FOR LOAN LOSSES The following is an analysis of the activity in the allowance for loan losses account: 				(In Thousands)				 			June 30		 December 31 			 1995		 1994 Balance, beginning of period $2,555 	 $2,310 		 Provision charged to expense			 	 165 	 Recoveries			 311 	 301 Loan charge-offs	 		 (82) 	 (221) ------ ------ Balance, end of period			 $2,784 	 $2,555 				 	 ====== ====== NOTE 5 - NONPERFORMING ASSETS: The following is a summary of nonperforming loans and Other Real Estate Owned(OREO). OREO is presented before the allowance for OREO losses: 				(In Thousands)				 			 June 30		 December 31 			 1995 		1994 Nonperforming Loans			 $2,704 	$3,268 OREO before allowance for OREO losses	 4,070 	 5,730 	 ------ ------ Total nonperforming assets			 $6,774 	 $8,998 				====== ====== The following is an analysis of the activity in the allowance for OREO account: 				(In Thousands)				 			 June 30	 	December 31 			 1995	 	1994 Balance at beginning of period			 $ 1,801 	 $ 1,988 	 Losses on OREO charged to expense	 	 	24 	59 Losses charged to the allowance			 (774) 	 (246) ------- ------- Balance at end of period			 $ 1,051 	 $ 1,801 						 ======= 	 ======= Horizon adopted Statement of Financial Accounting Standards FAS 114 "Accounting by Creditors for Impairment of a Loan" as of January 1, 1995. At June 30, 1995 impaired loans outstanding totaled $1,376,000 and average outstanding totaled $1,406,000, the reserves related to these loans totaled $484,000. There was no adjustment to the provision or reserve for these loans. Payments received on an impaired loan are applied toward principal unless full recovery of principal and interest is not in doubt and the loan is well secured, then payments may be applied to interest. FOR THE QUARTER ENDED JUNE 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION ------------ 		The purpose of this discussion is to focus on the Company's financial condition, changes in financial condition and the results of operations in order to provide a better understanding of the consolidated financial statements included elsewhere herein. This discussion should be read in conjunction with the consolidated financial statements and the related notes. FINANCIAL CONDITION ------------------- LIQUIDITY 		In managing its liquidity, the Company's objective is to maintain the ability to continuously meet its cash flow needs and those of its customers. A major source of liquidity is the investment portfolio, as well as money market investments and interest-bearing balances in banks. At June 30, 1995, securities available for sale and held to maturity with a maturity of one year or less were $13.3 million, 14.2% of the portfolio, compared to $13.6 million or 13.8% at December 31, 1994. Federal funds sold, money market investments and interest-bearing balances with other banks added an additional $.9 million in funds maturing within one year at June 30, 1995 compared to $4.4 million at December 31, 1994. These investments which are short-term in nature, are expected to provide adequate liquidity to fund loan growth and any possible deposit fluctuations. The Company's loan-to-deposit ratio, another indication of overall liquidity increased to 77.6% at June 30, 1995 from 75.6% at year end 1994. The Company's subsidiary bank joined The Federal Home Loan Bank of Indianapolis in 1991 through the purchase of $2.4 million in Federal Home Loan Bank stock. Members are entitled to advances for the purpose of funding mortgage lending activities. Bank considers this membership another source of liquidity for future balance sheet growth. There were $17.4 million in outstanding borrowings at June 30, 1995 as a result of this membership. In addition to these borrowings at June 30, 1995, Bank has available approximately $37 million in unused credit lines with various money center banks. 		There have been no other material changes in the liquidity of the Company from December 31, 1994 to June 30, 1995. CAPITAL RESOURCES 		Stockholders' equity at June 30, 1995 totaled $30.8 million up 12.4 % compared to $27.4 million December 31, 1994. This increase is primarily the result of a decline in the valuation allowance for securities available for sale as well as year to date 1995 net income retained (net of dividends paid). 		As of June 30, 1995, management is not aware of any current recommendation by banking regulatory authorities which, if there were to be implemented, would have or are reasonably likely to have a material effect on Horizon's liquidity, capital resources or operations. 		As previously disclosed in the Company's third quarter 1993 Form 10-Q, the Compensation Committee of the Board initially discussed the continuation of the Company's employee retirement benefit program in early 1993, which is maintained as an Employee Stock Ownership Plan. In August of 1993, the Board of Directors approved the continuation of this plan and authorized the transfer of 172,414 shares of the Company's stock into the Employee Stock Ownership Trust for future allocation to employee retirement accounts. This transfer will be made upon payment to the Company by the Employee Stock Ownership Trust of $5 million which represents a price of $29 per share, the market value of the stock at the time the transaction was approved. Under Federal regulations, the Employee Stock Ownership Trust may pay a value equal to or less than market value for acquired shares, but not more. Upon approval by all the required regulatory agencies, the Company issued 172,414 shares of stock to the Employee Stock Ownership Trust on August 26, 1994. Under Statement of Position 93-6 "Employers Accounting for Employee Stock Ownership Plans" issued by the Accounting Standards Division of the American Institute of Certified Public Accountants, these shares are not included in outstanding shares for the purposes of computing earnings per share and book value per share until they are committed-to-be-released for allocation to employee retirement accounts. 		Horizon has selectively purchased shares that became available in the market form time to time. During the first six months of 1995, management purchased 13,159 shares at a cost of $446 thousand. 		There have been no other material changes in the Company's capital resources from December 31, 1994 to June 30, 1995. MATERIAL CHANGES IN FINANCIAL CONDITION - JUNE 30, 1995 COMPARED TO DECEMBER 31, 1994 		Because of the nature of its activities, Horizon is subject to pending and threatened legal actions that arise in the normal course of business. In management's opinion, after consultation with counsel, none of the litigation to which Horizon or any of its subsidiaries is a party will have a material effect on the consolidated financial position or results of operations of the Corporation. 		Horizon's deposits declined to $286.2 million at June 30, 1995 compared to $295.8 million at December 31, 1994. This decline is primarily the result of seasonal increases in demand deposits of public fund accounts at December 31, 1994 that subsequently declined. 		Short-term borrowings declined to $8.663 million at June 30, 1995 from $24.693 million at December 31, 1994. This decline is the result of declines in federal funds purchased. 		There have been no other material changes in the financial condition of the Company from December 31, 1994 to June 30, 1995. RESULTS OF OPERATIONS --------------------- MATERIAL CHANGES IN RESULTS OF OPERATIONS - JUNE 30, 1995 COMPARED TO JUNE 30, 1994. 		Net interest income was $7.368 million for the first six months of 1995 compared to $7.267 million for the same period 1994. This increase is primarily the result of higher average earning assets offset by lower year to date net interest margin of 4.38% compared to 4.42% for the same period 1994. 		Provision for loan losses was zero for the first six months of 1995 compared to $165 thousand for the same period 1994. Horizon has year to date net loan recoveries at June 30, 1995 of $229 thousand compared to $87 thousand for the same period last year. These recoveries increased Horizon's allowance for loan losses to $2.784 million at June 30, 1995 from $2.555 million at December 31, 1994. 		Other noninterest income net of nonrecurring portfolio gains, nonrecurring gain on sale of other real estate owned, and nonrecurring interest received on Federal Income Tax refunds was $1.663 million for the first six months of 1995 compared to $1.625 million for the same period last year. This increase is primarily the result of an increase in service charges on deposit accounts and trust department income. 		Horizon's operating expense's year to date 1995, net of nonrecurring Loss on Other Real Estate Owned expenses, increased to $7.4 million from $6.8 million for the same period 1994. This increase is the result of increased salaries, employee group health care expenses, investments in technology and owner employee training. 		Horizon recorded a $252 thousand loss on sale of other real estate owned for the quarter ended June 30, 1995. This loss was primarily the result of the sale of one hotel property. 		Horizon received a federal income tax refund during the first quarter totaling $1.190 million including interest of $298 thousand. In 1993, Horizon filed several amended tax returns to obtain refunds of federal taxes paid in prior periods. The original returns were filed by our previous accounting firm, dating back to 1985. The receipt of this refund increased earnings per share $1.25 for the first quarter. Horizon Bancorp has experienced a decline in quarterly net income due to higher non-interest expenses associated with investments in technology, the expansion of its branch delivery system to new markets, and the training of it's owner employees in intensive internal and external management training programs. Horizon expects an improvement in it's product market share, competitive position and customer service quality in existing and new markets as a result of these investments. These investments will also create re-engineering opportunities that will ultimately increase Horizon's efficiency. Horizon anticipates that future net income will be positively impacted as a result of these investments. 		There have been no other material changes in the results of operations of the Company from December 31, 1994 to June 30, 1995. PART II - OTHER INFORMATION --------------------------- For the quarter ended June 30, 1995 ITEM 1. LEGAL PROCEEDINGS 		See Management's Discussion and Analysis ITEM 2. CHANGES IN SECURITIES 		Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES 		Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 		Not Applicable ITEM 5. OTHER INFORMATION 		Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 	a.	January 17, 1995 - Significant matters to shareholders b. March 23, 1995 - Horizon receives $1.190 million income tax refund 	 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 			HORIZON BANCORP 	BY: Larry E. Reed 	 Chairman and Chief Executive Officer Date: August 11, 1995 	BY: J. Michael Smith 	 Vice President and Chief Financial Officer Date: August 11, 1995