SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
HORIZON BANCORP
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
INTENDED TO BE RELEASED TO
SHAREHOLDERS ON OR
ABOUT APRIL 21, 2003
[HORIZON BANCORP LETTERHEAD]
April 21, 2003
Dear Shareholder:
We recently mailed you proxy materials in connection with our upcoming
Annual Meeting of Shareholders to be held on Friday, May 8, 2003.
According to our latest records, we have not received your proxy card.
Regardless of the number of shares you own, it is important that they are
represented and voted for at our annual meeting.
Proposal number four on the proxy card, "the adoption of Amended and
Restated Articles of Incorporation", requires approval by the holders of seventy
percent (70%) of the outstanding common shares. Therefore to avoid costly delays
or an adjournment of our annual meeting, it is very important that you return
your proxy card.
The Board of Directors unanimously recommends that the shareholders vote
"FOR" all proposals on the proxy card.
Please take a moment to VOTE your shares by SIGNING, DATING & MAILING the
enclosed proxy card in the return envelope provided.
Thank you for your continued support.
Best Regards,
/s/ Craig M. Dwight
---------------------------
Craig M. Dwight
President and Chief Executive Officer
Michigan City, IN 46360
INTENDED TO BE RELEASED TO
SHAREHOLDERS ON OR
ABOUT APRIL 21, 2003
[HORIZON BANCORP LETTERHEAD]
April 21, 2003
Dear Shareholder:
We recently mailed you proxy materials in connection with our upcoming
Annual Meeting of Shareholders to be held on Friday, May 8, 2003.
According to our latest records, we have not received your proxy card.
Regardless of the number of shares you own, it is important that they are
represented and voted for at our annual meeting.
Proposal number four on the proxy card, "the adoption of Amended and
Restated Articles of Incorporation", requires approval by the holders of seventy
percent (70%) of the outstanding common shares. Therefore to avoid costly delays
or an adjournment of our annual meeting, it is very important that you return
your proxy card.
The Board of Directors unanimously recommends that the shareholders vote
"FOR" all proposals listed on the proxy card.
Please take a moment to VOTE your shares following the enclosed
instructions.
Thank you for your continued support.
Best Regards,
/s/ Craig M. Dwight
---------------------------
Craig M. Dwight
President and Chief Executive Officer
Michigan City, IN 46360
REVOCABLE PROXY
HORIZON BANCORP
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints James H. Foglesong, Thomas H. Edwards or
Lawrence J. Mazur, or each of them, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and vote, as designated
below, all shares of common stock of Horizon Bancorp that the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on Thursday,
May 8, 2003, at 6:00 p.m. (local time), at the Holiday Inn, 5820 S. Franklin
Street, Michigan City, Indiana, or any adjournment thereof, on the following
matters:
THE BOARD OF DIRECTORS RECOMMENDS A "FOR" VOTE ON THE ELECTION OF THE
DIRECTORS, THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION IN
THEIR ENTIRETY AND THE OTHER PROPOSALS.
Please be sure to sign and date this Proxy in the box below.
Stockholder sign above_____________Co-holder (if any) sign above_______
For With- For All
hold Except
1. Election of Directors [ ] [ ] [ ]
Robert C. Dabagia Bruce E. Rampage
Peter L. Pairitz Spero W. Valavanis
(INSTRUCTION: To withhold authority to vote for any individual, write the
individual's name on the space provided below.)
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For Against Abstain
2. Approval of Horizon Bancorp 2003
Omnibus Equity Incentive Plan [ ] [ ] [ ]
For Against Abstain
3. Authorization of one million Preferred Shares [ ] [ ] [ ]
4. Adoption of Amended and Restated Articles of Incorporation
NOTE: You may elect to either: (i) vote on the Amended and Restated Articles of
Incorporation in their entirety, or (ii) vote on the Article changes
individually. However, none of the provisions in Proposal 4 will be adopted
unless the votes cast for adoption of the Amended and Restated Articles of
Incorporation in their entirety plus any votes cast for individual provisions
total 70% of the outstanding Common Shares.
Adoption of the Amended and Restated
Articles of Incorporation in their entirety For Against Abstain
[ ] [ ] [ ]
NOTE: If you voted on the adoption of the Amended and Restated Articles in their
entirety above, you do not have to complete any other portion of Proposal 4.
o Adoption of individual provisions in the Amended and Restated Articles of
Incorporation
a. Replace the current "business combination"
provisions with provisions that more closely For Against Abstain
reflect current Indiana corporate law [ ] [ ] [ ]
b. Revise the director removal provisions to
allow directors to be removed for cause by For Against Abstain
the affirmative vote of two-thirds [ ] [ ] [ ]
of the other directors
c. Revise the indemnification provisions to
provide that indemnification of employees is For Against Abstain
no longer mandatory and to more closely [ ] [ ] [ ]
reflect current Indiana corporate law
d. Revise the director conflicts of interest
provisions to limit their application to
directors and authorize transactions that For Against Abstain
are approved by the shareholders or are [ ] [ ] [ ]
fair to Horizon
e. Revise the indemnification provisions to limit
mandatory indemnification to directors and For Against Abstain
officers and reflect current Indiana corporate [ ] [ ] [ ]
law
f. Make other technical changes to reflect For Against Abstain
current Indiana corporate law [ ] [ ] [ ]
5. In their discretion, on such other business as may properly be brought
before the Annual Meeting or any adjournment thereof
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE ABOVE-STATED PROXIES.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED FOR THE FOUR NOMINEES STATED ABOVE AND FOR
PROPOSALS 2, 3 AND 4.
Please indicate your intentions of attending the meeting on May 8, 2003, by
completing the section below.
I WILL attend the Annual Meeting.
Number of Persons attending will be ____________
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Detach above card, sign, date and mail in
postage-paid envelope provided.
HORIZON BANCORP
515 Franklin Square, Michigan City, IN 46360
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Please sign exactly as name appears on this card. If there are two or more
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE
PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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[Voting Instructions]
Introducing...
An Electronic Solution for Reducing Paper Flow to your Home.
We need your consent to begin the electronic process and help the environment
too!
You can enjoy the convenience of viewing annual reports, proxy statements and
other shareholder communications on-line. With your consent, we can begin the
notification process.
The first step to this easy process is to provide us with your e-mail address
after voting at www.proxyvote.com. You will be notified by e-mail when these
materials are available on the Internet by following the easy directions below.
Act now! It's fast and easy...
This is all you have to do:
Log onto the Internet at www.proxyvote.com
Enter your Control Number found by your name on the enclosed Vote Instruction
Form Vote your shares Enter your e-mail address
Enter a PIN (Personal Identification Number) of your choice-we suggest the last
four digits of your Social Security Number
www.proxyvote.com
Voting is available 24 hours a day, 7 days a week.
Vote by Telephone or the Internet
It's quick, easy and immediate!
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your Vote Instruction
Form.
Vote by Phone/Vote by Internet
You will be asked to enter the Control Number found on the Vote Instruction
Form.
Option 1
Vote as the Board of Directors recommends on ALL Proposals.
Option 2
Choose to vote on each item separately. Follow the easy instructions.
If you vote by telephone or the Internet, DO NOT mail the Vote Instruction Form.
Call in from a touch-tone telephone...Toll-free number found on your Vote
Instruction Form
Log on to the World Wide Web...www.proxyvote.com
Your vote is important. Thank you for voting.