-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2DlPgqk3JlF5PmwJikIyIG+aq8C+DoZ1w9gluFQA0YUUbJikf5nJzuvqbLreMWf 6RKoaJJ3IUsObKOc2s3Xaw== 0000927089-98-000019.txt : 19980211 0000927089-98-000019.hdr.sgml : 19980211 ACCESSION NUMBER: 0000927089-98-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST INDIANA BANCORP INC CENTRAL INDEX KEY: 0000942898 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351948594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48437 FILM NUMBER: 98529401 BUSINESS ADDRESS: STREET 1: 648 N JEFFERSON ST CITY: HUNTINGTON STATE: IN ZIP: 46750 BUSINESS PHONE: 2193563311 MAIL ADDRESS: STREET 1: 648 N JEFFERSON ST STREET 2: PO BOX 70 CITY: HUNTINGTON STATE: IN ZIP: 46750-0070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST INDIANA BANCORP INC CENTRAL INDEX KEY: 0000942898 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351948594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 648 N JEFFERSON ST CITY: HUNTINGTON STATE: IN ZIP: 46750 BUSINESS PHONE: 2193563311 MAIL ADDRESS: STREET 1: 648 N JEFFERSON ST STREET 2: PO BOX 70 CITY: HUNTINGTON STATE: IN ZIP: 46750-0070 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTHEAST INDIANA BANCORP, INC. - ------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 664196 10 2 - ------------------------------------------------------------------------------- (CUSIP Number) Stephen E. Zahn 648 North Jefferson Street, Huntington, Indiana 46750 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 1998 - -------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box __. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 664196 10 2 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen E. Zahn - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __ (b) X - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __ - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 94,545 SHARES -------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 3,553 -------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER 87,115 EACH REPORTING -------------------------------------------------- 10. SHARED DISPOSITIVE POWER PERSON WITH 3,553 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,098 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __ See Items 3 and 5 below - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.73% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- Item 1. Security and Issuer The class of equity securities to which this statement relates is the Common Stock, $.01 par value (the "Common Stock"), of Northeast Indiana Bancorp, Inc. ("NEIB"), located at 648 North Jefferson Street, Huntington, Indiana 46750. Item 2. Identity and Background The name and address of the person filing this statement is Stephen E. Zahn, 648 North Jefferson Street, Huntington, Indiana 46750. Mr. Zahn is the Chairman of the Board, President and Chief Executive Officer of NEIB and its subsidiary First Federal Saving Bank at the address stated above. During the last five years, Mr. Zahn has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or being found in violation with respect to such laws. Mr. Zahn is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration Mr. Zahn has acquired beneficial ownership of 98,090 shares of Common Stock as follows: (i) 28,474 shares purchased with personal funds for an aggregate purchase price of $299,283 (ii) 7,430 shares allocated to Mr. Zahn's ESOP account; (iii) 21,821 shares awarded to Mr. Zahn through the Company's Recognition and Retention Plan, of which 8,728 shares have vested; (iv) 21,820 options granted to Mr. Zahn through the Company's Stock Option Plan exercisable within 60 days of the filing of this Schedule 13D; (v) 3,553 shares owned by Mr. Zahn's spouse; and (iv) 15,000 shares inherited from the estate of William E. Zahn. Mr. Zahn previously reported beneficial ownership of 20,000 shares as the executor of the estate of William E. Zahn. Item 4. Purpose of Transaction All of the shares purchased and/or acquired by Mr. Zahn are for investment purposes. Mr. Zahn may, from time to time, depending upon market conditions and other investment considerations, purchase additional shares of NEIB for investment or dispose of shares of NEIB. As President and Chief Executive Officer, Mr. Zahn regularly explores potential actions and transactions which may be advantageous to NEIB, including, but not limited to, possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of NEIB. Except as noted above, Mr. Zahn has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of NEIB, or the disposition of securities by NEIB; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving NEIB or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of NEIB or any of its subsidiaries; (d) any change in the present Board of Directors or management of NEIB, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of NEIB; (f) any other material change in NEIB's business or corporate structure; (g) changes in NEIB's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of NEIB by any persons; (h) causing a class of securities of NEIB to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-quotation system of a registered national securities association; (i) a class of equity securities of NEIB becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer As of the date of this report, the aggregate number of shares of Common Stock beneficially owned by Mr. Zahn for the purpose of this statement is 98,098 shares (including the right to acquire 21,820 shares) representing 5.73% of the shares of Common Stock outstanding on the date hereof. Such amount includes: (1) 94,545 shares over which Mr. Zahn has sole voting power; (2) 3,553 shares over which Mr. Zahn shares voting power with his spouse, Alyce M. Zahn, who's address is 5000 West 600 North, Huntington, Indiana 46750. Mrs. Zahn does not work outside of the home. Mrs. Zahn has purchased these shares with personal funds. During the last five years, Mrs. Zahn has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or being found in violation with respect to such laws. Mrs. Zahn is a citizen of the United States of America. (3) 87,115 shares over which Mr. Zahn has sole dispositive power; (4) 3,553 shares over which Mr. Zahn has shared dispositive power with his spouse, Alyce M. Zahn. (see paragraph (2)). The following transactions involving Mr. Zahn's beneficial ownership of Common Stock were effected in the past sixty days: (a) on January 12, 1998, Mr. Zahn was notified that he was allocated an additional 2,435 shares to his ESOP account as of December 31, 1997; and (b) on January 15, 1998, an additional twenty percent of the options (10,910 options) awarded Mr. Zahn became exercisable within 60 days of this filing. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by Mr. Zahn. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Zahn and any other person with respect to any securities of the issuer, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. None of the Common Stock beneficially owned by Mr. Zahn is pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares. Item 7. Material to be Filed as Exhibits None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 9, 1998 /s/ Stephen E. Zahn ---------------- ----------------------------------- Stephen E. Zahn -----END PRIVACY-ENHANCED MESSAGE-----