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 USED ON
OR ABOUT APRIL 28, 2003
HORIZON BANCORP
2003 Annual Meeting of Shareholders
Annual Meeting Date: May 8, 2003 Time: 6:00 PM
Location of Annual Meeting: Holiday Inn, Michigan City, Indiana
Telephone Proxy Solicitation Guide
ITEMS YOU SHOULD HAVE IN FRONT OF YOU:
|X| Proxy Statement (be familiar with various proposals and have them marked for
easy reference)
|X| Proxy Card
|X| If shareholder has already voted, a copy of the shareholder's proxy card
Basic Content of Calls
I. CALLS TO SHAREHOLDERS OF RECORD
o Introduce yourself and indicate that you are calling on behalf of Horizon
Bancorp
Example: Hello, Mr./Mrs./Ms. _____________. This is [Name of Caller]
calling on behalf of Horizon Bancorp.
o Indicate that his proxy for the Annual Meeting has not been received or
that you have questions about his vote on the Restated Articles.
Example: We have not yet received your proxy for the Annual Meeting of
Shareholders to be held on May 8. I'm just calling to ask you to
vote.
Example: You marked your proxy in a way that made it hard for us to
understand.
Example: We wondered why you voted against the proposal to adopt the
Restated Articles and whether you had any questions about it.
o If the shareholder says he has already voted, ask if he voted for the
Restated Articles
o If he asks why he should vote, indicate that:
o Horizon Bancorp would like to have as many shares as possible
represented at the meeting o his shares are important
o a 70% vote of the total outstanding shares is required to approve the
Restated Articles
o Mention that the Board of Directors has recommended a "FOR" vote for all
four proposals, including the Restated Articles
o Explain the recommendations by going to the Proxy Solicitation Questions
and Answers
o If he has not received the proxy materials, then tell him you will
have materials sent to him (also make sure that the address is
correct). Make a note of his need for materials and give the
information to Mary McColl.
o If he cannot find the proxy card:
o Ask if he has access to a fax machine; if so, fax him a proxy
card and indicate the return fax number at Horizon Bancorp.
o If he does not have access to fax machine, tell him you will have
another card sent.
o If shareholder has not voted because he has questions, answer the questions
by referring to the Proxy Statement and Proxy Card and to the Proxy
Solicitation Questions and Answers found on pages 6 through 8. If you
cannot answer the question, tell him that someone who can answer the
question will call back. Make a note of the question and the shareholder's
contact information and give it to Mary McColl to log in our shareholder
relations file. Mary will submit the question to the appropriate person for
timely response.
If You Get an Answering Machine:
Leave a brief message indicating who you are, that you are calling on behalf of
Horizon Bancorp in connection with their proxy for the annual meeting and leave
a telephone number for him to call back. Make a follow-up call later in the day.
Example: Hello. This is [Name of Caller] calling on behalf of Horizon Bancorp to
ask you to send in your proxy for the Annual Meeting to be held on May 8,
2003. Please return your signed and dated proxy card in the envelope
provided as soon as possible. As set forth in the Proxy Statement, the
Board of Directors recommends a vote FOR each of the Proposals. If you have
any questions, please call ______________. Thank you.
II. Calls to Beneficial Owners Whose Shares Are Held in Street Name
o Introduce yourself and indicate that you are calling on behalf of Horizon
Bancorp
Example: Hello, Mr./Mrs./Ms. _____________. This is [Name of Caller]
calling on behalf of Horizon Bancorp.
o Indicate that you are calling to make sure he indicated to his broker or
other record holder how he wants his shares voted at the Annual Meeting
Example: We wanted to make sure that you have returned your voting
instructions to your broker for the Annual Meeting of
Shareholders to be held on May 8.
o If the shareholder says he has already voted, ask if he voted for the
Restated Articles
o If he asks why he should vote, indicate that:
o Horizon Bancorp would like to have as many shares as possible
represented at the meeting o his shares are important
o 70% vote of outstanding shares is required to approve the Restated
Articles
o Mention that the all of the members of the Board of Directors have
recommended a "FOR" vote for all four proposals, including the Restated
Articles
o Explain the recommendations by going to the Proxy Solicitation Questions
and Answers
o If the shareholder has not voted, ask whether he received the proxy
materials in the mail
o If he has not received or cannot find the proxy materials, then tell him
that he needs to contact his broker or other record holder and ask for the
materials to be sent to him. Also make a note of the person's name and
address and give that information to Mary McColl.
o If he has any questions as to how to contact the broker or record
holder, try to answer the question; if you cannot answer the question,
tell him that someone will call back with more information. Make a
note of the question and the shareholder's contact information and
give it immediately to Mary McColl.
o If shareholder has not voted because he has questions, answer the questions
by referring to the Proxy Statement and Proxy Card and to the Proxy
Solicitation Questions and Answers found on pages 6 through 8. If you
cannot answer the question, tell him that someone who can answer the
question will call back. Make a note of the question and the shareholder's
contact information and give it to Mary McColl to log in our shareholder
relations file. Mary will submit the question to the appropriate person for
timely response.
If You Get an Answering Machine:
Leave a brief message indicating who you are, that you are calling on behalf of
Horizon Bancorp in connection with their vote for the Annual Meeting and leave a
telephone number for him to call back. Make a follow-up call later in the day.
Example: Hello. This is [Name of Caller] calling on behalf of Horizon
Bancorp to make sure you have instructed your broker on how to vote
your shares at the Annual Meeting to be held on May 8, 2003. Please
send your signed and dated instructions to your broker as soon as
possible. As set forth in the Proxy Statement, the Board of Directors
recommends a vote for each of the Proposals. If you have any
questions, please call ______________. Thank you.
PROXY SOLICITATION QUESTIONS AND ANSWERS
Proxy
Answer Statement Page
Question (Based on Proxy Statement Description) Nos.
pp. 3, 16, 23
What is Management's or the Board's The Board of Directors and Management recommend a "FOR" vote and 24
recommendation on Proposals 1 through 4? on all proposals
OR
How do you think I should vote?
See Notice for
Why is the Board of Directors or brief
Management recommending a vote "FOR" explanation
the proposals?
Proposal 4: Amended and Restated Articles Notice &
o Horizon's current articles have never been amended p. 25
to reflect current Indiana corporate law
o In 1986, the Indiana corporation law was
substantially revised and modernized, and the
current articles have not been updated to reflect
many of those changes
o The Amended and Restated
Articles also include other
changes, such as making the
language in some sections
easier to understand
o At least 70% of the total
outstanding shares must be
voted in favor of the
Restated Articles. That is
why it is necessary for each
shareholder to vote. A
failure to vote is
essentially a vote against.
Proposal 3: Authorization of Preferred Shares Notice & pp.
o The preferred shares will provide Horizon with 23-24
another means for raising capital if it is needed to
fund Horizon's growth
o Horizon has proposed the
authorization of the
Preferred Shares to provide
it with increased financial
flexibility by providing for
additional ways to raise
capital.
o The Board of Directors is not proposing the
preferred shares for anti-takeover purposes
Proposal 2: Adoption of Omnibus Plan Notice &
o A nationally known compensation consultant, Frederic p. 16
W. Cook & Co., recommended
that Horizon adopt an omnibus
stock plan to help attract
and retain key employees.
o The Board of Directors
believes that the Omnibus
Plan is a necessary tool for
Horizon to attract and retain
the best employees and to
more closely align their
interests with the interests
of shareholders
o The Board of Directors
believes that it is in the
best interest of Horizon to
adopt a plan as recommended
by Cook.
How many votes are required to approve The number of votes required differs depending on the p. 2
the proposals? proposal:
Proposal 1: Election of Directors p. 2
A director must receive a plurality of the votes cast (that
means that a director will be elected if he receives more
votes than any opposing candidate for the open seat on the
Board) [since only 4 directors have been nominated for the 4
open seats, each director will be elected if he receives any
"FOR" votes (regardless of the number of "Withhold" votes)]
Proposal 2: Adoption of Omnibus Plan pp. 2 & 16
More votes must be voted in favor of adoption of the plan
than against adoption of the plan
Proposal 3: Authorization of Preferred Shares pp. 2 & 23
More votes must be voted in favor of
authorization of the preferred shares
than against authorization of the
preferred shares
Proposal 4: Amended and Restated Articles pp. 2 &24
At least 70% of the outstanding Common Shares must be voted
in favor of approval of the Amended and Restated Articles
Why does the number of votes required The Indiana corporation statute and Horizon's current p. 26
differ? articles specify different vote requirements for different
types of matters