SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HEARTLAND FINANCIAL USA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42234Q102
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
X Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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 the disclosures provided
in a prior cover page.
The information required in 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).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dubuque Bank and Trust Company
42-0223620
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ----
(b) ----
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commercial bank organized under the laws of the State of
Iowa
NUMBER OF 5. SOLE VOTING POWER: 454,579
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 164,676
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 454,579
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER: 164,676
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,255
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES. (See instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.08%
12. TYPE OF REPORTING PERSON
BK
Item 1(a) Name of Issuer:
Heartland Financial USA, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1398 Central Avenue
Dubuque, Iowa 52001
Item 2(a) Name of Person Filing:
Dubuque Bank and Trust Company
Item 2(b) Address of Principal Business Office, or if None,
Residence:
1398 Central Avenue
Dubuque, Iowa 52001
Item 2(c) Citizenship:
A commercial bank organized under the laws of
the State of Iowa
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
42234Q102
Item 3. If this statement is filed pursuant to Subsection
240.13d-1(b) or 13d-2(b) or (c), check whether
the person filing is a:
(a) Broker or dealer registered under Section
15 of the Act.
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(b) Bank as defined in Section 3(A)(G) of the Act
X
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(c) Insurance company as defined in Section 3(A)
(19) of the Act.
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(d) Investment company registered under Section 8
of the Investment Company Act of 1940.
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(e) Investment adviser in accordance with
Subsection 240.13d-1(b)(1)(ii)(E).
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(f) Employee benefit plan or endowment fund in
accordance with Subsection 240.13d-1(b)(1)
(ii)(F).
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(g) Parent holding company, in accordance with
Subsection 240.13D-1(b)(ii)(G).
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(h) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
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(i) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act of 1940.
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(j) Group, in accordance with Subsection
240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership
(a) Amount Beneficially Owned:
The amount of securities reported as
beneficially owned consists of 619,255 shares
of the Issuer's common stock for which the
Reporting Person serves as sole or co-fiduciary
with respect to trust and other accounts. With
respect to such shares, the Reporting Person
has sole voting and investment power with
respect to 454,579 shares and shared voting and
investment power over 164,676 shares. The
amount reported as beneficially owned does not
include 2,835,756 shares held in trust or other
fiduciary accounts and over which the Reporting
Person exercises no voting or investment power.
The 619,255 shares and the 2,835,756 shares
(consisting of the 619,255 shares with sole or
shared voting and investment power and the
2,216,501 with no voting or investment power)
represent 4.08% and 18.69% respectively, of the
issued and outstanding shares of the Issuer.
The Reporting Person disclaims beneficial
ownership of all 2,835,756 shares and the
report shall not be construed as an admission
of beneficial ownership for the purposes of
Section 13 or any other purpose.
(b) Percent of Class:
4.08%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
454,579
(ii) shared power to vote or to direct the vote
164,676
(iii) sole power to dispose or to direct the
disposition of
454,579
(iv) shared power to dispose or to direct the
disposition of
164,676
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
The amount of securities reported as beneficially
owned consists of shares of the Issuer's common
stock for which the Reporting Person serves as sole
or co-fiduciary with respect to trust and other
accounts. The Reporting Person is not aware of any
person or group of persons who own more than five
percent of the Issuer's common stock and for whom
the Reporting Person serves as sole or co-fiduciary,
except that the Reporting Person is a co-trustee for
a trust over which Lynn S. Fuller controls the
voting of all 116,772 shares of the Issuer's common
stock held by such trust.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the
Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certifications
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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.
February 2, 2004
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Date
DUBUQUE BANK AND TRUST COMPANY
By: /s/ Paul Peckosh
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Paul J. Peckosh
Executive Vice President, Trust