Edgar Filing: NORTHEAST INDIANA BANCORP INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 3
TO
SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

Northeast Indiana Bancorp, Inc.
(Name of Issuer)

Northeast Indiana Bancorp, Inc.
(Name of Person(s) Filing Statement)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

664196102
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(CUSIP Number of Class of Securities)

Claudia V. Swhier
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7231
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. |X| The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b. |_| The filing of a registration statement under the Securities Act of 1933.

c. |_| A tender offer.

d. |_| None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |X|

Check the following box if the filing is a final amendment reporting the results
of the transaction: |_|

CALCULATION OF FILING FEE

Transaction Valuation(*) Amount of Filing Fee**
------------------------ ----------------------

$443,093 $52.15

*Estimated maximum price to be paid in lieu of issuance of fractional shares of
common stock to persons who would hold less than one whole share of common stock
of record after the proposed reverse stock split and based on an amount per
share equal to the product obtained by multiplying (A) $23.50 by (B) the total
number of shares of common stock owned by all such shareholders of record
immediately prior to the reverse stock split.

**Determined pursuant to Rule 0-11(b)(1) as $443,093 multiplied by .0001177.

|X| Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount previously paid: $48.84 Filing Party: Northeast Indiana Bancorp, Inc.

Form or Registration No.: Schedule 13E-3 Date Filed: March 16, 2005
April 18, 2005
May 2, 2005

INTRODUCTION

Northeast Indiana Bancorp, Inc. a Delaware corporation (the "Company") is
proposing that the Company's shareholders adopt amendments to the Company's
Certificate of Incorporation that will result in a reverse/forward stock split
transaction. If the split transaction is completed our registered shareholders
who hold only fractional shares after giving effect to the 1-for-125 reverse
stock split will receive a payment of $23.50 per share for each pre-split share.
If the split transaction is completed, registered shareholders with fewer than
125 shares prior to the reverse stock split will have no interest in the Company
and will become entitled only to a cash payment for their shares. The Company
expects to pay approximately $445,000 to its shareholders in the aggregate in
the reverse stock split. After the Company completes the reverse stock split and
identifies those shareholders entitled to payment for their pre-split shares, it
will complete a forward stock split in which each share of common stock will be
converted into 125 shares of common stock prost-split. As a result, registered
shareholders who hold 125 or more shares prior to the split transaction will
ultimately hold the same number of shares following the split transaction. The
effect of the split transaction will be to reduce the number of shareholders of
record to less than 300, which will allow the Company to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 is being filed by the Company pursuant to Section 13(e) of the Exchange
Act and Rule 13e-3 thereunder. This Amendment No. 3 amends and supplements the
Schedule 13E-3 Transaction Statement filed with the Securities and Exchange
Commission on March 16, 2005.

This Amendment No. 3 to Schedule 13E-3 is being filed with the Securities
and Exchange Commission concurrently with a revised preliminary proxy statement
filed by the Company pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, pursuant to which the holders of the common stock of
the Company will be given notice of the annual meeting at which they will be
asked to approve the reverse and forward stock splits, and to transact any other
business properly brought before the annual meeting.

The information contained in the proxy statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the proxy statement.
As of the date hereof, the proxy statement is in preliminary form and is subject
to completion or amendment. This Schedule 13E-3 will be further amended to
reflect such completion or amendment of the proxy statement.

All parenthetical references under the various Items contained in this
Amendment No. 3 to the Schedule 13E-3 are references to the corresponding Items
contained in Regulation M-A under the Exchange Act.

TRANSACTION STATEMENT

ITEM 1. Summary Term Sheet.
(Reg. M-A 1001)

The information set forth in the proxy statement under the captions
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE SPLIT TRANSACTION AND
THE ANNUAL MEETING" is hereby incorporated herein by reference.

ITEM 2. Subject Company Information.
(Reg. M-A 1002)

(a) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET--NEIB and First Federal Savings Bank" is hereby
incorporated herein by reference.

(b) The information set forth in the proxy statement under the caption "ABOUT
THE ANNUAL MEETING--Record Date; Voting Power" is hereby incorporated
herein by reference.

(c) The information set forth in the proxy statement under the caption "MARKET
PRICE OF NORTHEAST INDIANA BANCORP, INC. COMMON STOCK AND DIVIDEND
INFORMATION" is hereby incorporated herein by reference.

(d) The information set forth in the proxy statement under the caption "MARKET
PRICE OF NORTHEAST INDIANA BANCORP, INC. COMMON STOCK AND DIVIDEND
INFORMATION" is hereby incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the proxy statement under the caption "COMMON
STOCK PURCHASE INFORMATION" is hereby incorporated herein by reference.

ITEM 3. Identity and Background of Filing Person.
(Reg. M-A 1003(a) through (c))

(a)-(c) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET--NEIB and First Federal Savings Bank" is hereby
incorporated herein by reference.

The (i) name, (ii) current principal occupation or employment, and the
name and principal business of any corporation or other organization in which
the employment or occupation is conducted, and (iii) material occupations,
positions, offices or employment during the past five years, of each of the
directors of the Company is incorporated by reference to "Proposal 2 -- Election
of Directors of NEIB-Directors" in the proxy statement. Each such person is a
United States citizen. Unless otherwise noted, the principal address of each
person identified in that section of the proxy statement is 648 North Jefferson
Street, Huntington, Indiana 46750.

The principal business addresses of the businesses for whom such directors
have worked during the last 5 years, other than those directors employed by the
Bank, are as follows:

Director Business Address of Employer

J. David Carnes, M.D. Family Practice Associates
2003 Stults Road
Huntington, IN 46750

Randall C. Rider Lime City Manufacturing Co., Inc.
1470 Etna Avenue
Huntington, IN 46750

Dan L. Stephan Variable Annuity Life Insurance Company
5573 W. 700 N.
Huntington, IN 46750
William A. Zimmer
W.A. Zimmer Co. 1700 N. Broadway
Huntington, IN 46750

Information concerning the executive officers of the Company who are not also
directors of the Company is as follows:

Position held with
Name First Federal Savings Bank and the Company
--------------------------------------------------------------------------------

Randy J. Sizemore Senior Vice President, Treasurer and Chief Financial Officer

DeeAnn Hammel Senior Vice President, Secretary and Chief Operating Officer

Thomas P. Frantz Senior Vice President and Chief Lending Officer

The business experience of the executive officers who are not also
directors is set forth below.

Randy J. Sizemore is Senior Vice President, Treasurer and Chief Financial
Officer, positions he has held since April 2002. Prior to joining First Federal,
Mr. Sizemore held positions in a similar capacity with First Community
Bancshares, Inc. and its subsidiary, whose principal address was 136 E.
Harriman, Bargersville, Indiana 46106, and its subsidiary since 1999, and prior
to that he performed similar job functions for another bank holding company. Mr.
Sizemore has a total of 11 years experience working with financial institutions.

DeeAnn Hammel is Senior Vice President, Secretary and Chief Operations
Officer, positions she has held since March 1995. Ms. Hammel first joined First
Federal in 1975 as a teller. Ms. Hammel is responsible for directing and
controlling First Federal's daily activities.

Thomas P. Frantz is Senior Vice President and Chief Lending Officer,
positions he has held since October 2001. Prior to joining First Federal, Mr.
Frantz held positions in a lending capacity for

Lake City Bank, 202 E. Center Street, Warsaw, Indiana 46580 since 1995. Mr.
Frantz has a total of 29 years experience working with financial institutions.

Each of such executive officers is a United States citizen. Their principal
address is 648 North Jefferson Street, Huntington, Indiana 46750.

Neither the Company nor, to our knowledge, any of the foregoing directors
or executive officers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any judicial
or administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.

ITEM 4. Terms of Transaction.
(Reg. M-A 1004(a) and (c) through (f))

(a) The information set forth in the proxy statement under the captions
"SUMMARY TERM SHEET," "PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL
FACTORS--Overview of the Split Transaction," "--Background of the Split
Transaction," "--Reasons for the Split Transaction," "--Fairness of the
Split Transaction; "--Board Recommendation," "--Effect of the Split
Transaction on Affiliates," "--Determination of Fairness of Split
Transaction By Affiliates," "--Effects of the Split Transaction on
NEIB," "--Accounting Treatment," "--Federal Income Tax Consequences"
and "ABOUT THE ANNUAL MEETING-- Vote Required for Approval" is hereby
incorporated herein by reference.

(c) The information set forth in the proxy statement under the caption
"PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL FACTORS--Fairness of the
Split Transaction," "--Structure of the Split Transaction," and
"--Effect of the Split Transaction on Affiliates as Stockholders."

(d) The information set forth in the proxy statement under the caption
"PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL FACTORS--Appraisal Rights
and Dissenters' Rights" is hereby incorporated herein by reference.

(e) The information set forth in the proxy statement under the caption
"PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL FACTORS--Fairness of the
Split Transaction - Procedural Fairness" is hereby incorporated herein
by reference.

(f) Not applicable.

ITEM 5. Past Contacts, Transaction, Negotiations and Agreements.
(Reg. M-A 1005(a) through (c) and (e)

(a) The information set forth in the proxy statement under the caption
"PROPOSAL II--ELECTION OF DIRECTORS OF NEIB--Certain Transactions," is
hereby incorporated herein by reference.

(b) Not applicable.

(c) The information set forth in the proxy statement under the caption
"PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL FACTORS--Background of
the Split Transaction" is hereby incorporated herein by reference.

(e) Certain of the directors and executive officers hold stock option for
shares of the Company's common stock. Some have received awards of
restricted stock from the Company. Information concerning these stock
options and restricted stock grants is incorporated by reference to
"PROPOSAL 2 -- ELECTION OF DIRECTORS OF NEIB--Voting Securities and
Principal Holders Thereof" in the proxy statement.

ITEM 6. Purposes of the Transaction and Plans or Proposals.
(Reg. M-A 1006(b) and (c)(1)-(8))

(b) The fractional shares acquired in the reverse stock split will be
retired and returned to the status of authorized but unissued shares of
Company Common Stock.

(c) (1)-(8) The information set forth in the proxy statement under the
captions "PROPOSAL 1 -- THE SPLIT TRANSACTION--SPECIAL
FACTORS--Background of the Split Transaction" and "--Effects of the
Split Transaction on NEIB".

ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
(Reg. M-A 1013)

(a)-(c) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--SPECIAL FACTORS--Background of the
Split Transaction," "--Reasons for the Split Transaction," "--Fairness
of the Split Transaction," "--Board Recommendation," "--Structure of
the Split Transaction" is hereby incorporated herein by reference.

(d) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--Effects of the Split Transaction on
NEIB," "--Fairness of the Split Transaction," "--Effect of the Split
Transaction on Affiliates," and "--Material Federal Income Tax
Consequences" is hereby incorporated herein by reference. The Split
Transaction will have no effect on First Federal Savings Bank.

ITEM 8. Fairness of the Transaction.
(Reg. M-A 1014)

(a)-(b) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--Background of the Split
Transaction," --Reasons for the Split Transaction," "--Fairness of the
Split Transaction," "--Board Recommendation," "--Determination of
Fairness of Split Transaction by Affiliates," and "--Fairness Opinion
of Financial Advisor" is hereby incorporated herein by reference.

(c) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--SPECIAL FACTORS--Background of the
Split Transaction," and "--Fairness of the Split Transaction" is hereby
incorporated herein by reference.

(d)-(f) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--SPECIAL FACTORS--Background of the
Split Transaction" is hereby incorporated herein by reference.

ITEM 9. Reports, Opinions, Appraisals and Negotiations.
(Reg. M-A 1015)

(a)-(c) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--Fairness Opinion of Financial
Advisor" is hereby incorporated herein by reference.

Appendix B to the proxy statement are hereby incorporated in its
entirety herein by reference.

ITEM 10. Source and Amount of Funds or Other Consideration. (Reg. M-A 1007)

(a) The information set forth in the proxy statement under the captions
"PROPOSAL I--THE SPLIT TRANSACTION--SPECIAL FACTORS--Financing of the
Split Transaction" is hereby incorporated herein by reference.

(b) Not applicable.

(c) The information set forth in the proxy statement under the caption
"PROPOSAL I--THE SPLIT TRANSACTION--SPECIAL FACTORS--Fees and Expenses"
is hereby incorporated herein by reference.

(d) Not applicable.

ITEM 11. Interest in Securities of the Subject Company.
(Reg. M-A 1008)

(a) The information set forth in the proxy statement under the caption
"PROPOSAL II--ELECTION OF DIRECTORS OF NEIB--Voting Securities and
Principal Holders Thereof" is hereby incorporated herein by reference.

(b) The information set forth in the proxy statement under the caption
"COMMON STOCK PURCHASE INFORMATION" is hereby incorporated herein by
reference.

ITEM 12. The Solicitation or Recommendation.
(Reg. M-A 1012(d) and (e))

(d) The information set forth in the proxy statement under the captions
"ABOUT THE ANNUAL MEETING--Vote Required for Approval," is hereby
incorporated herein by reference.

(e) The information set forth in the proxy statement under the captions
"Determination of Fairness of Split Transaction by Affiliates" is
hereby incorporated herein by reference.

ITEM 13. Financial Statements.
(Reg. M-A 1010(a) and (b))

(a) The information set forth in the proxy statement under the caption
"SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA" and "OTHER
MATTERS--Information Incorporated by Reference" is hereby incorporated
herein by reference.

(b) The information set forth in the proxy statement under the caption
"SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA" is hereby
incorporated herein by reference.

ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used.
(Reg. M-A 1009)

(a)-(b) The information set forth in the proxy statement under the captions
"ABOUT THE ANNUAL MEETING--Solicitation of Proxies; Expenses of
Solicitation" is hereby incorporated herein by reference.

ITEM 15. Additional Information.
(Reg. M-A 1011(b))

(b) The information set forth in the proxy statement, including all
appendices attached thereto, is hereby incorporated herein by
reference.

ITEM 16. Material to be Filed as Exhibits.
(Reg. M-A 1016(a) through (d), (f) and (g))

(a) Preliminary Proxy Statement, together with the proxy card.*

(b) Not applicable.

(d) Not applicable.

(f) Not applicable.

(g) Not applicable.

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*Incorporated by reference to the Company's Schedule 14A, filed with the SEC on
May 10, 2005.

**Incorporated by reference to Appendix B of Exhibit (a).

SIGNATURES

After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: May 10, 2005

NORTHEAST INDIANA BANCORP, INC.

By: /s/ Stephen E. Zahn
--------------------------------------
Stephen E. Zahn
Chairman and Chief Executive Officer

Exhibit Index

(a) Preliminary Proxy Statement, together with the proxy card.*

(b) Not applicable.

(c)(1) Fairness Opinion provided by Keefe, Bruyette & Woods, Inc., dated
March 16, 2005.**

(d) Not applicable.

(f) Not applicable.

(g) Not applicable.

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*Incorporated by reference to the Company's Schedule 14A, filed with the SEC on
May 10, 2005.

**Incorporated by reference to Appendix B of Exhibit (a).