EXHIBIT 99
REOFFER PROSPECTUS
HORIZON BANCORP
269,400 SHARES OF
COMMON STOCK
This Reoffer Prospectus is being filed to register 269,400 shares of Common
Stock, no par value per share (the "SHARES"), of Horizon Bancorp (the "COMPANY"
or "WE") to provide future flexibility to certain shareholders identified below
in the section entitled "Shareholders" if they decide to sell any of the Shares.
The Shareholders have acquired the Shares pursuant to the 1987 Stock Option and
Stock Appreciation Rights Plan of Horizon Bancorp and/or the 1997 Key Employees'
Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp
(collectively, the "PLANS"). The Company will not receive any of the proceeds
from any future sale by the Shareholders of the Shares covered by this Reoffer
Prospectus. Our Common Stock is listed on the Nasdaq SmallCap Market under the
symbol "HBNC." On August 16, 2002, the last reported sale of our Common Stock on
the Nasdaq SmallCap Market was $20.80 per share.
The Shareholders may sell their Shares, from time to time in the future,
directly or indirectly in one or more transactions on the Nasdaq SmallCap
Market, in privately negotiated transactions or through a combination of such
methods. These sales may be at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Reoffer Prospectus is August 23, 2002.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Special Note Regarding Forward-Looking Statements 4
Use of Proceeds 4
Shareholders 4
Plan of Distribution 6
Legal Matters 6
Experts 6
AVAILABLE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements and other information with the U.S. Securities and Exchange
Commission (the "SEC") as required by the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"). The Company also has filed a Registration
Statement on Form S-8 under the Securities Act of 1933 (the "SECURITIES ACT") to
register the shares of Common Stock offered by this Reoffer Prospectus. This
Reoffer Prospectus does not contain all of the information contained in the
Registration Statement. For further information about the Company and the Common
Stock offered by this Reoffer Prospectus, you should refer to the Registration
Statement and its exhibits.
You may read and copy any document the Company files with the SEC,
including the Registration Statement and exhibits, at the public reference
facilities maintained by the SEC at the SEC's principal office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C., 20549, and at the Regional Offices of
the SEC located at 233 Broadway, New York, New York 10013, and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from such offices at fees prescribed by the SEC. The
public may obtain information on the operation of the Public Reference room by
calling the SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The address of this
site is http://www.sec.gov.
You should rely only on the information contained in this Reoffer
Prospectus or any supplement. We have not authorized anyone to provide you with
information different from that
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which is contained in or incorporated by reference into this Reoffer Prospectus.
The Shares are being offered and offers to buy the Shares are being sought only
in jurisdictions in which offers and sales are permitted. The information
contained in this Reoffer Prospectus is accurate only as of the date of this
Reoffer Prospectus, regardless of the time of delivery of this Reoffer
Prospectus or of any sale of the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the
information the Company files with the SEC, which means that the Company can
disclose important information to you by referring you to those documents.
Information that the Company subsequently files with the SEC automatically
updates and supersedes earlier information. The Company has previously filed the
following documents and is incorporating them by reference into this Reoffer
Prospectus:
- The Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
- The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.
- The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.
- The description of the Company's Common Stock found under the
caption "Description of Common Stock" in the Company's
Registration Statement on Form S-3 filed under the Securities
Act with the Securities and Exchange Commission on April 15,
2002.
The Company also is incorporating by reference into this Reoffer
Prospectus all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all of the Shares have been sold or
that deregisters all of the Shares then remaining unsold.
The Company will provide without charge to any person to whom this
Reoffer Prospectus is delivered, upon written or oral request of such person, a
copy of each document incorporated by reference in this Reoffer Prospectus but
not delivered with this Reoffer Prospectus. If you would like to obtain this
information from the Company, please direct your request, either in writing or
by telephone, to:
James H. Foglesong
Chief Financial Officer
515 Franklin Square
Michigan City, Indiana 46360
(219) 879-0211
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THE COMPANY
Horizon Bancorp ("WE" or the "COMPANY") is a locally owned,
independent, bank holding company for Horizon Bank, N.A. (the "BANK"), a
nationally chartered commercial bank serving the Northwestern Indiana and
Southwestern Michigan area. We are incorporated under the laws of the State of
Indiana. We offer banking, insurance, investment and trust services from offices
located in Michigan City, LaPorte, Wanatah, Chesterton, Portage, Valparaiso and
Merrillville, Indiana, and provide mortgage banking services throughout the
Midwest. Our principal executive offices are located at 515 Franklin Square,
Michigan City, Indiana 46360. We may also be reached at (219) 879-0211 or
toll-free at (888) 873-2640.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Reoffer Prospectus contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Any
forward-looking statements in this Reoffer Prospectus, including, without
limitation, statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
For a list of certain factors that may cause our actual results or financial
condition or experience to differ from those expressed or implied in any
forward-looking statement, see the material under the caption "Forward- Looking
Statements" that we include in our current and future quarterly reports on Form
10-Q and annual reports on Form 10-K, and other documents that are incorporated
by reference in this document.
USE OF PROCEEDS
The Company will not receive the proceeds from any future sale of the
Shares that may be sold pursuant to this Reoffer Prospectus for the respective
accounts of the Shareholders. The Shareholders will receive all such proceeds,
net of brokerage commissions, if any. See "Shareholders" and "Plan of
Distribution."
SHAREHOLDERS
This Reoffer Prospectus relates to 269,400 shares of Common Stock that
have been acquired by the Shareholders pursuant to the Plans. The following
table lists individuals (the "Shareholders") who have acquired the Shares
through the Plans. The inclusion in the table of the individuals named therein
shall not be deemed to be an admission that any such individuals are
"affiliates" of the Company. The Company cannot assure that any of the
Shareholders will offer for sale or sell any or all of the Shares offered by
them pursuant to this Reoffer Prospectus
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and, to the knowledge of the Company, none of the Shareholders currently intends
to sell any of the Shares.
The following table provides information as of the date of this Reoffer
Prospectus on the following: the identity of the Shareholders; their positions
with the Company, the Bank and/or the Bank's subsidiaries, Horizon Trust &
Investment Management, N.A. ("HORIZON TRUST") and Horizon Insurance Services,
Inc. ("HORIZON INSURANCE"); their current holdings of the Company's Common
Stock; and the maximum number of Shares that each Shareholder may have acquired
upon the exercise of stock options and that may be sold by the Shareholder
pursuant to this Reoffer Prospectus; and the number and percent of Common Stock
that would be held by each Shareholder if all of the Shares covered by this
Reoffer Prospectus are sold:
Shares Owned Shares Covered Shares Owned
Prior to By this Reoffer After this Offering
Name Position Offering Prospectus Number Percent
---- -------- -------- ---------- ------ -------
Robert C. Dabagia Chairman of the Board 86,200 42,000 44,200 2.2%
of Company and Bank
Craig M. Dwight President and Chief 111,910 99,900 12,010 *
Executive Officer of
Company and Bank
David G. Rose Vice President and 29,671 12,600 17,071 *
Senior Sales Officer of
Bank
Rachel Saxon Vice President and 12,595 6,000 6,595 *
Trust and Investment
Systems Officer of
Horizon Trust
Joseph H. Mellen Vice President and 17,816 7,500 10,316 *
Technology Officer of
Bank
Thomas H. Edwards Executive Vice 40,975 30,300 10,675 *
President of Company
and Bank and Senior
Loan Officer of Bank
Lawrence J. Mazur President of Horizon 64,014 33,300 30,714 1.5%
Trust and Secretary of
Company
James H. Foglesong Chief Financial Officer 14,400 9,000 5,400 *
of Company and Bank
Annerose E. Maron Retired Bank Officer 8,994 900 8,094 *
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Mary I. Schultz President of Horizon 11,935 3,900 8,035 *
Insurance
Ken Krapf Vice President and 8,748 6,000 2,748 *
Consumer Loan Officer
of Bank
Carla Kanney Vice President and 9,064 3,000 6,064 *
Senior Sales Officer of
Bank
James Neff Senior Vice President 18,616 10,500 8,116 *
and Mortgage
Warehousing Officer of
Bank
Patrick Collins Vice President and 3,404 3,000 404 *
Mortgage Warehousing
Officer of Bank
Daniel Buresh Vice President and 1,799 1,500 299 *
Chief Accounting
Officer of Bank
Kathie A. Deruiter Vice President and 5,241 3,000 2,241 *
Senior Operations
Officer of Bank
Steven Kring Commercial Loan Officer 5,143 3,000 2,143 *
of Bank
Joann Krickhahn Vice President and 9,481 3,000 6,481 *
Senior Employee
Services Officer of Bank
Donna Scott Vice President and 3,743 3,000 743 *
Senior Deposit
Operations Officer Bank
*Less than one percent
PLAN OF DISTRIBUTION
The Shares offered by this Reoffer Prospectus may be sold from time to
time in the future directly by, or on behalf of, the Shareholders in one or more
transactions on the Nasdaq SmallCap Market, in privately negotiated transactions
or through a combination of such methods, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Shareholders may sell Shares through one or more agents,
brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts, concessions or
allowances from the
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Shareholders and/or purchasers of the Shares or both (which compensation as to a
particular broker or dealer may be in excess of customary commissions).
In connection with such sales, the Shareholders and any participating
broker or dealer may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions they receive and the proceeds of any sale of
Shares may be deemed to be underwriting discounts and commissions under the
Securities Act.
Sales of Shares must be made by the Shareholders in compliance with all
applicable federal and state securities laws and regulations. The Company has
notified Shareholders of the need to deliver a copy of this Reoffer Prospectus
in connection with sales of the Shares.
There can be no assurance that any of the Shareholders will sell any or
all of the Shares offered pursuant to this Reoffer Prospectus. In addition to
any Shares sold pursuant to this Reoffer Prospectus, Shareholders may, at the
same time, sell any shares of Common Stock, including the Shares, owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this Reoffer Prospectus.
The Company will pay all expenses of the registration of the Shares and
will not receive any proceeds from the sale of any Shares by the Shareholders.
LEGAL MATTERS
The validity of the Shares being offered by this Reoffer Prospectus has
been passed upon for the Company by Leagre Chandler & Millard LLP.
EXPERTS
The consolidated financial statements of the Company as of December 31,
2001 and 2000, and for each of the three years in the period ended December 31,
2001, incorporated by reference in this Reoffer Prospectus on Form S-8, have
been audited by BKD, LLP, independent auditors, as set forth in their report and
incorporated by reference in this Reoffer Prospectus in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
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