Form 10-Q 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 September 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: 741,010 at November 6, 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 [CAPTION] 	Financial Statements	 Page [S] [C] [C] 	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) [CAPTION] 			September 30	 December 31 			 1995		 1994 ASSETS Cash and cash equivalents 	Cash and due from banks	 $ 16,218 	 $ 23,821 	Money market investment	 736 	 1,063 	Federal funds sold	 	 3,250 		Total cash and cash equivalents	 16,954 	 28,134 Short-term investments-interest-bearing balances in banks	 100 	 100 Investment securities available for sale, net (Note 2)	 77,550 	 83,142 Investment securities held to maturity, net (Note 2) (Estimated market value of $14,543 at September 30, 1995 and $15,225 at December 31, 1994)	 14,537 	 15,475 Loans 	Total loans (Note 3)	 231,937 	 225,016 	Deferred loan fees	 (430) 	(462)	 Unearned income 	(804)	 (932) 	Allowance for loan losses (Note 4)	 (2,781) 	 (2,555) 		Net loans	 227,922 	221,067 Premises and equipment, net	 10,874 	10,445 Accrued interest receivable	 2,665 2,807 Other assets	 6,027 8,300 Total assets 	$ 356,629 	 $ 369,470 			======= 	======= - Continued - CONSOLIDATED BALANCE SHEET (UNAUDITED (CONTINUED) (Thousands, except per share data) [CAPTION] 			September 30	 December 31 		 	1995	 	1994 LIABILITIES Deposits 	Noninterest-bearing	 $ 35,273 	 40,686 	Interest-bearing	 248,906 	 255,098 		Total deposits	 284,179 	 295,784 Short-term borrowings	 8,279 	 6,693 Federal Home Loan Bank Advances	 15,400 	 18,400 Federal Funds purchased 	13,900 	 18,000 Obligation to employee stock ownership plan		 298 Accrued interest payable	 640 	 466 Other liabilities	 2,526 	 2,416 		Total liabilities	 324,924 	 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	 17,363 	 17,293 Retained earnings	 20,790 	 18,961 Valuation allowance for securities available for sale (net of tax) (Note 2)	 95 	 (2,327) 		Total before treasury stock and obligation 		 to employee stock ownership plan	 39,275 	 34,954 Less treasury stock, at cost - 114,107 shares at September 30, 1995 and 93,745 shares at December 31, 1994 	(2,945)	 (2,243) Unearned Compensation	 (4,625)	 (5,000) Less obligation under employee stock ownership plan	 	 (298) 		Total stockholder' equity 	31,705 	 27,413 		Total liabilities and stockholders' equity	 $356,629 	 $369,470 			=======	 ======= - Continued - CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (Thousands, except per share data) [CAPTION] 	Three Months Ended 	Nine Months Ended	 			 September 30 	 September 30 1995 	1994 1995	 1994 INTEREST INCOME 	Interest and fees on loans	 $ 5,174 	$ 4,665	 $14,875 	$13,687 	 Interest on balances in banks		 1	 	2 	Interest on Federal funds sold		 	19	 41	 Interest and dividends on investment: Taxable	 1,308 	 1,279	 4,126	 3,529 Nontaxable	 120 	 153	 416	 459 		Total interest income 	6,602 	6,098	 19,436	 17,718	 INTEREST EXPENSE 	Interest on deposits 	 2,317 	1,852	 6,841	 5,489 	Interest on Federal funds purchased and securities	sold under agreement to repurchase	 227 	221	 706	 396 	Interest on Federal Home Loan Bank Advances	 212 	 349	 675 890 		Total interest expense	 2,756 	2,422	 8,222	 6,775 NET INTEREST INCOME	 3,846 	3,676	 11,214	 10,943 PROVISION FOR LOSSES (Note 4)	 	 	 	 165 NET INTEREST INCOME AFTER PROVISION 	 FOR LOAN LOSSES	 3,846 	3,676	 11,214	 10,778 NONINTEREST INCOME 	Service charges on deposits	 365 	370	 1,060 	991 	Trust departments income	 433 	422	 1,310	 1,266 Security gains/(losses) 	(16)	 	(16) 	273 	Gain on sale of other real estate owned		 472 	 45 	472 	Other income	 32 67	 421	 225 		Total other income	 814 	1,331 	2,820 	3,227 NONINTEREST EXPENSE 	Salaries and employee benefits	 2,197 	1,749	 6,094	 5,188 Occupancy expense of Company 	 premises, net of rental income	 262 	 245	 758	 773	 	Data processing and equipment expense	 437 	366	 1,279	 1,089 	Loss on real estate owned	 31 	172	 344	 386 	Other expenses	 1,005 	 1,214	 3,186	 3,311 		Total other expense	 3,932 	3,746 	11,661 	10,747 CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (CONTINUED) (Thousands, except per share data) [CAPTION] 		 	Three Months Ended Nine Months Ended	 			 September 30	 September 30 			 			 1995	 1994	 1995	 1994	 		 INCOME BEFORE INCOME TAXES	 $ 728	 $1,261 $2,373 $3,258 PROVISION(BENEFIT) FOR INCOME TAXES	 11	 403	 (286) 1,117 NET INCOME	 $ 717	 $ 858	 $2,659 	 $2,141 					 	 	Average number of shares outstanding	 757,195	 767,367	 757,807	 768,058 	Earnings per common share	 $ .95	 $1.12	 $3.51 	 $2.79 Earnings per common share have been calculated using the average number of shares outstanding during the periods presented. See notes to the consolidated financial statements. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (In Thousands) [CAPTION] 			 Three Months Ended 	Nine Months Ended	 			 September 30	 September 30 			 			 1995	 1994	 1995	 1994 Balance, beginning of period 	 $30,816 	$27,991 	 $27,413 	$27,759 Net income	 717 	 858 	2,659 	2,141 Cash dividends ($.90 for the nine	months ended September 30, 1995 and 1994)	 (274)	 (230)	 (830)	 (691) Reduction in ESOP obligation	 		 298 	 297 Purchase of Treasury Stock 	 (256) 	(35)	 (702) (47) Amortization of unearned compensation expense 	 274 		 375 	 Increase in additional paid-in capital from amortization of unearned compensation expense 	 46 	 	70 Change in unrealized gain(loss) on securities	available for sale	 382 	 (468)	 2,422 	(1,362) Tax benefit of ESOP dividend deduction	 4 	 	 23 Balance, September 30	 $31,705	 $28,120	 $31,705	 $28,120 						 See notes to the consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In Thousands) [CAPTION] 		 Nine months ended 		 September 30	 			 1995	 1994 CASH FLOWS FROM OPERATING ACTIVITIES: 	Net income			 $ 2,659 	 $ 2,141 Adjustments to reconcile net income to net cash from operating activities: 	Depreciation			 638 	513 	Net amortization			 117 	204 	Amortization of unearned compensation			 375 	Valuation allowance for security (gains)/losses		 	(4,087) 	2,336 	Provision for loan losses			 	165 	Security (gains)/loss			 16 	(273) 	Loss on disposal of fixed assets		 	 24 	Loss on other real estate owned			 239 	59 	Change in deferred taxes			 (82) 	69 	Change in deferred loan fees	 	 	(32) 	(40)	 	Change in unearned income			 (128) (480) 	Change in interest receivable			 142 	(102) 	Change in interest payable			 174 	 57 	Change in other assets			 4,608 	(3,245) 	Change in other liabilities			 110 	(2,710) 			Net cash provided by activities		 4,773 	(676) CASH FLOWS FROM INVESTING ACTIVITIES: 	Proceeds from sales of investment securities- 	 available for sale	 		8,999 	14,859 	Proceeds from maturities, calls and principal 	 repayments of investment securities-available for sale		 13,430 	12,505 	Proceeds from maturities, calls and principal 	 repayments of investment securities-held to maturity			 3,033 	1,554 Purchase of investment securities-available for sale			 (12,676)	 (35,583) 	Purchase of investment securities-held to maturity		 	(2,303) 	(2,282) 	Net increase in loans 	 		(6,339)	 (507) 	Purchase of loans		 	(1,122)	 (605) 	Proceeds from sales of loans	 		353 	 2,700 	Recoveries on loans previously charged off		 	413 	 265 	Premises and equipment expenditures	 	 	(1,090)	 (870) 	Proceeds from disposal of premises and equipment			 	 (7) 			Net cash provided by (used in) investing activities	 	2,698 	(7,971) See notes to the consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) (UNAUDITED) (Thousands) [CAPTION] Nine months ended September 30	 					 1995	 1994 CASH FLOWS FROM FINANCING ACTIVITIES: 	Net decrease in deposits		 (11,605)	(17,487) 	Dividends paid			 (830)	 (691) 	Net increase/(decrease) in short-term borrowings		 	(2,514) 	11,619 	Purchase of Treasury stock 			(702) 	(47) 	Increase in Federal Home Loan Bank Advances			 (3,000)	 6,500 		Net cash provided by (used in) financing activities		 	(18,651)	 2,186 NET CHANGE IN CASH AND CASH EQUIVALENTS 		(11,180) 	(8,753) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			 28,134	 25,055 CASH AND CASH EQUIVALENTS AT END OF QUARTER		 	 $16,954	 $16,302 					 CASH PAID DURING THE YEAR FOR: 	Interest		 	 $ 8,048	 $ 6,832 	Income taxes		 	790	 993 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 subsidiaries, First Citizens Bank, N.A. ("Bank") and HBC Insurance Group, Inc. All intercompany balances and transactions have been eliminated. The results of operations for the period ended September 30, 1995 and 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 September 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. 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 September 30, 1995 are as follows: [CAPTION] (Thousands) Gross Gross Amortized Unrealized Unrealized Fair 		 Cost Gains Losses Value AVAILABLE FOR SALE: U.S. Treasury and U.S. Government agency securities	 $ 7,171 $ 5 	 $ (7)	 $ 7,169 Other Securities	 1,053	 (23) 1,030 	 Subtotal	 8,224	 5	 (30)	 8,199 FHLMC	 25,440	 248	 (90)	 25,598 FNMA 	30,988	 177	 (73)	 31,092 GNMA	 9,492	 120	 (25)	 9,587	 Total mortgage-backed securities	 65,920	 545	 (188)	 66,277 	 Total debt securities	 74,144	 550	 (218)	 74,476 Equity securities	 3,240	 (166) 	3,074 	Total investment securities 	 available for sale	 $77,384	 $ 550	 $ (384)	 $77,550 			=======	 ====	 ===== 	======= HELD TO MATURITY: U.S. Government agency securities	 $ 3,235			 $ 3,235 Obligations of states and political subdivisions	 11,302	 43	 (37)	 11,308 	Total debt securities	 14,537	 43	 (37)	 14,543 Total debt securities, held to maturity	 $14,537	 $ 43	 $ (37)	 $14,543 			=======	 ====	 ===== 	 ======= 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 September 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. [CAPTION] 						(Thousands) Amortized Fair 					 Cost	 Value AVAILABLE FOR SALE: 					 	 			Due in one year or less		 $ 1,019	 $ 1,017 			Due after one year through five years 	 	 7,205	 7,182	 			Subtotal		 8,224	 8,199 			Mortgage-backed securities		 65,920	 66,277 			Total debt securities available for sale	 	 $74,144	 $74,476 					 ======	 ====== HELD TO MATURITY: 			Due in one year or less	 	 $ 4,897	 $ 4,898 			Due after one year through five years		 6,067	 6,052 			Due after five years through ten years		 3,573	 3,593 		 			Total debt securities held to maturity		 $14,537	 $14,543	 					======	 ====== 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 investment securities at December 31, 1994 are as follows: [CAPTION] (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: [CAPTION] 	 			(In Thousands)				 			September 30	 	December 31 			 1995	 	1994 Commercial		 	 $ 64,257	 $ 67,177 Real estate mortgage			 114,817	 105,974 Installment			 52,863	 51,865 		Total loans			 $ 231,937	 $ 225,016	 				 =======	 ======= NOTE 4 - ALLOWANCE FOR LOAN LOSSES The following is an analysis of the activity in the allowance for loan losses account: [CAPTION] 				(In Thousands)				 			 September 30	 	December 31 			 1995		 1994 Balance, beginning of period			 $2,555 	 $2,310 		 Provision charged to expense	 		 	165 	Recoveries			 413 	 301 	Loan charge-offs			 (187)	 (221) Balance, end of period			 $2,781 	 $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: [CAPTION] 		 		(In Thousands)				 			September 30	 	December 31 			 1995 		1994 Nonperforming Loans			 $2,966 	 $3,268 OREO before allowance for OREO losses			 4,070 	 5,730 	 Total nonperforming assets	 		$7,036 	$8,998 					===== 	===== The following is an analysis of the activity in the allowance for OREO account: [CAPTION] 				 (In Thousands)	 			September 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 September 30, 1995 impaired loans outstanding totaled $1,257,000 and average outstanding totaled $1,399,000, the reserves related to these loans totaled $369,000. 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 are applied to interest. FOR THE QUARTER ENDED SEPTEMBER 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 September 30, 1995, securities available for sale and held to maturity with a maturity of one year or less were $5.9 million, 6.67% 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 $.8 million in funds maturing within one year at September 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 81.2% at September 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 $15.4 million in outstanding borrowings at September 30, 1995 as a result of this membership. In addition to these borrowings at September 30, 1995, Bank has available approximately $16.6 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 September 30, 1995. CAPITAL RESOURCES 		Stockholders' equity at September 30, 1995 totaled $31.7 million up 15.7 % 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 September 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. The transfer wil be made upon payment to the Company by the Employee Stock Ownership Plan 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 Anerican 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 from time to time. During the first nine months of 1995, management purchased 22,362 shares at a cost of $702 thousand. 		There have been no other material changes in the Company's capital resources from December 31, 1994 to September 30, 1995. MATERIAL CHANGES IN FINANCIAL CONDITION - SEPTEMBER 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 $284.2 million at September 30, 1995 compared to $295.8 million at December 31, 1994. This decline is primarily the result of increases in demand deposits of public fund accounts at December 31, 1994 that subsequently declined. 		There have been no other material changes in the financial condition of the Company from December 31, 1994 to September 30, 1995. RESULTS OF OPERATIONS MATERIAL CHANGES IN RESULTS OF OPERATIONS - SEPTEMBER 30, 1995 COMPARED TO SEPTEMBER 30, 1994. 		Net interest income was $11.214 million for the first nine months of 1995 compared to $10.943 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 4.37% compared to 4.43% for the same period 1994. 		Provision for loan losses was zero for the first nine months of 1995 compared to $165 thousand for the same period 1994. Horizon has year to date net loan recoveries at September 30, 1995 of $226 thousand compared to $98 thousand for the same period last year. These recoveries increased Horizon's allowance for loan losses to $2.781 million at September 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 $2.493 million for the first nine months of 1995 compared to $2.482 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 expenses year to date 1995, net of nonrecurring Loss on Other Real Estate Owned expenses, increased to $11.3 million from $10.4 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 offset by a $176 thousand FDIC insurance refund resulting from the lowering of the premium per $100 of insured deposits from $.23 to $.04. 		Included in salaries and employee benefit expense is $358 thousand related to the Employee Stock Ownership Plan discussed under CAPITAL RESOURCES above. Tax benefits resulting from this expense totaled $120 for the nine months ended September 30, 1995. Therefore, 1995 year-to-date net costs associated with this plan total $238 thousand. 		Horizon received a federal income tax refund during the first quarter totaling $1.190 million including interest of $298 thousand and in the third quarter, received a state tax refund of $62 thousand and a state tax credit that resulted in reducing tax expense by $150 thousand. In 1993, Horizon filed several amended tax returns to obtain refunds of federal and state taxes paid in prior periods. The receipt of these refunds and credits increased earnings per share $1.25 for the first quarter and $.28 for the third quarter. 		 		Horizon Bancorp has experienced a decline in quarterly net income during 1995 due to higher non-interest expenses associated with investments in technology, the expansion of it's branch delivery system to new markets, and the training of it's owner employees in intensive internal and external management training courses. 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 are anticipated to ultimately increase Horizon's efficiency. 		There have been no other material changes in the results of operations of the Company from December 31, 1994 to September 30, 1995. PART II - OTHER INFORMATION For the quarter ended September 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: November 13, 1995 BY: Diana E. Taylor Vice President and Chief Financial Officer 	 DATE: November 13, 1995