As filed with the Securities and Exchange Commission on
January 25, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
42-1405748
(I.R.S. Employer Identification No.)
1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
Lynn B. Fuller
President, Chief Executive Officer & Chairman
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
(Name, address, including zip code, and telephone number,
including area code, of Administrator for service)
With copies to:
John E. Freechack, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If only the securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans,
please check the following box: X
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box:
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share (2) Price(2) Fee
(1)
Common Stock,
$1.00 500,000
Par Value Shares $13.50 $6,750,000 $621.00
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement also
registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share
splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Act solely for
the purpose of calculating the registration fee and based,
in accordance with Rule 457(c), upon the average of the high
and low prices of the shares of the Registrant's Common
Stock as quoted on The OTC Bulletin Board on January 22,
2002.
HEARTLAND FINANCIAL USA, INC.
500,000 Shares
Common Stock, $1.00 Par Value
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan"), described
herein, offers the holders of common stock, $1.00 par value, of
Heartland Financial USA, Inc. a simple and convenient method of
increasing your holdings in our company by directly reinvesting
your dividends. Stockholders who participate in the Plan
("Participants") will have the cash dividends paid on their
shares of common stock automatically reinvested in shares of
common stock. A Participant may elect to reinvest dividends on
either all or a portion of his or her shares of common stock.
This Prospectus relates to 500,000 authorized and unissued
or treasury shares of our common stock registered for sale under
the Plan, together with any additional shares resulting from any
stock splits, dividends, recapitalizations or similar
transactions. Shares of common stock acquired for the Plan will
generally be purchased in the open market or through privately
negotiated transactions, but may also be purchased from us
directly. The purchase price of shares purchased in the open
market or in negotiated transactions will be the average price
per share paid for all of the shares purchased for the Plan with
the proceeds from a dividend. The purchase price of shares
purchased from us will be the fair market value per share, as
further described herein, on the date of the purchase.
Stockholders who do not elect to participate in the Plan will
continue to receive dividends, as declared and paid, by check or
advice of credit. Participants will have their dividends, as
declared and paid, automatically reinvested as further described
herein.
The common stock is currently quoted on The OTC Bulletin
Board under the symbol "HTLF".
It is suggested that this Prospectus be retained for future
reference.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 25, 2002
AVAILABLE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith file reports, proxy and information statements and
other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information concerning
us can be inspected and copied at the public reference facilities
of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as the SEC's Regional Offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place,
Room 1400, New York, New York 10007. Copies of such material can
be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports, proxy statements and other information may
be obtained, upon written or oral request to us. Please direct
all requests for such documents to Heartland Financial USA, Inc.,
Attn: Lois K. Pearce, 1398 Central Avenue, Dubuque, Iowa 52001,
(563) 589-2100.
We have filed with the SEC a registration statement on
Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities
Act of 1933, as amended, with respect to the common stock being
offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For further information
with respect to us and the common stock offered hereby, reference
is made to the Registration Statement, including the exhibits
thereto and documents incorporated by reference. Statements
contained in this Prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each
such statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or concurrently
filed by us with the Securities and Exchange Commission are
hereby incorporated by reference into this Registration
Statement:
(a) Our Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act, since December
31,2000; and
(c) The description of our common stock, $1.00 par value,
contained in the Company's Registration Statement on Form
S-4, filed with the Securities and Exchange Commission on
March 10, 1994, and all amendments or reports filed for
the purpose of updating such description.
All documents filed by us after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act, and prior to the termination of this offering,
shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements as
modified or superseded shall be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
HEARTLAND FINANCIAL USA, INC.
Heartland is a diversified financial services holding
company headquartered in Dubuque, Iowa. We offer full-service
community banking through six banking subsidiaries with a total
of 32 banking locations in Iowa, Illinois, Wisconsin and New
Mexico. In addition, we have separate subsidiaries in the
consumer finance, vehicle leasing/fleet management, insurance
agency and investment management businesses. Our primary
strategy is to balance our focus on increasing profitability with
asset growth and diversification through acquisitions, de novo
bank formations, branch openings and expansion into non-bank
subsidiary activities.
Our largest bank subsidiary, Dubuque Bank and Trust Company,
was organized in 1935 and was reorganized into the current
holding company structure with Heartland in 1982. From this
beginning, we have grown significantly and have expanded
geographically, acquiring entities or establishing de novo
operations in selected other markets in Iowa, Illinois, Wisconsin
and New Mexico.
Our principal executive offices are located at 1398 Central
Avenue, Dubuque, Iowa 52001, and our telephone number is (563)
589-2100.
THE DIVIDEND REINVESTMENT PLAN
The following question and answer format constitutes the
Dividend Reinvestment Plan (the "Plan"). The Plan is
supplemented by the Stockholder Investment Services Agreement
(the "Agreement") which will exist between the stockholders
participating in the Plan (the "Participants") and Dubuque Bank
and Trust Company, Dubuque, Iowa, which will administer the Plan
(the "Administrator").
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participating
stockholders with a simple and convenient method of
investing cash dividends paid by us on our shares of common
stock into additional shares of common stock. The
Administrator will generally purchase shares of common stock
in the open market or in negotiated transactions, but the
Administrator may also purchase authorized but unissued or
treasury shares of common stock directly from us. We will
not receive any funds from the purchases of shares of common
stock made by the Plan in the open market or through
privately negotiated transactions. If authorized but
unissued shares or treasury shares of common stock are
purchased from us for use in the Plan, we will apply the
proceeds to general corporate purposes.
2. Who is eligible to participate?
All holders of record of our common stock are eligible to
participate in the Plan. Stockholders whose shares are
registered in names other than their own (for instance, in
the name of a broker or bank nominee) must either become
holders of record by having their shares transferred into
their own names, or must instruct their broker or nominee to
act for them with respect to becoming a Participant and for
any elections to be made under the Plan.
Stockholders with questions regarding their eligibility to
participate in the Plan should contact the Administrator at
the address provided in Question 4.
3. What are the advantages of the Plan?
Participants in the Plan will gain the following advantages:
- reinvestment of dividends through the purchase of
shares of common stock without the payment of any
brokerage commissions;
- full investment use of funds because the Plan is able
to credit accounts with fractional shares; and
- the avoidance of cumbersome safekeeping and
record-keeping costs due to the custodial service and
reporting which are provided as part of the Plan.
4. Who administers the Plan for Participants?
Dubuque Bank and Trust Company, Dubuque, Iowa, administers
the Plan for us, serves as Administrator for Participants,
keeps records, sends statements of account to Participants
and performs other duties related to the Plan. Shares of
common stock purchased under the Plan will be registered in
the name of the Administrator (or its nominee) and credited
to the account of individual Participants. All
communications to the Administrator regarding the Plan
should be addressed to: Lois K. Pearce, Dubuque Bank and
Trust Company, 1398 Central Avenue, Dubuque, Iowa 52001.
5. How does a person participate?
A person may join the Plan at any time by completing and
signing the Dividend Reinvestment Plan Authorization Form
and returning it to the Administrator. Such authorization
will be effective as of the first dividend payment date
after receipt by the Administrator of the Dividend
Reinvestment Plan Authorization Form, provided that it is
received on or before the record date for that dividend.
All authorizations currently on file are deemed to remain in
effect until terminated by the respective stockholders.
Additional Dividend Reinvestment Plan Authorization Forms
may be obtained by writing to the Administrator.
6. What are the features under the Plan?
Participants may elect to reinvest dividends on either all
or a portion of their certificated shares of common stock
then or subsequently held, and reinvest dividends paid on
all or a portion of shares of common stock held or
subsequently held by the Plan.
The Administrator will automatically reinvest all dividends
paid on shares of common stock held by the Plan until
participation with respect to these shares is terminated.
Information regarding the termination of participation is
provided in Question 21. The Dividend Reinvestment Plan
Authorization Form allows stockholders to indicate how they
wish to participate in the Plan by checking the appropriate
box.
Participants may also send to the Administrator for
safekeeping any certificated shares of common stock which
they currently hold or subsequently acquire (see Question
16). A stockholder does not need to directly participate in
the Plan to take advantage of having the Administrator hold
their shares for safekeeping.
7. When may a person join the Plan?
A stockholder may join the Plan at any time. If the
Administrator receives a Participant's Dividend Reinvestment
Plan Authorization Form on or before the record date
established for a particular dividend, reinvestment will
commence with that dividend. We currently pay dividends on
or about the 15th day of March, June, September and December
and the record date is approximately two weeks prior to the
payable date. If the Dividend Reinvestment Plan
Authorization Form is received after the record date
established for a particular dividend, then the reinvestment
of dividends will not begin until the next dividend payment
date.
8. How does the reinvestment of dividends work?
The Plan works automatically. Instead of sending dividend
payments on participating shares to Participants, we forward
these payments to the Administrator. The Administrator will
automatically reinvest such funds, reduced by any required
withholding for federal income tax purposes (see Question
20), in additional shares of common stock.
9. When and at what price will shares of common stock be
purchased under the Plan?
The Administrator will use dividend proceeds to purchase
common stock as soon as practicable (typically within five
business days), but in no event later than 30 days, after
the payment date of the dividend, except where necessary to
comply with federal securities laws. The Administrator may
purchase shares of common stock in the open market, as such
market exists, at the then prevailing market price. If
shares are purchased in the open market, it is unlikely that
all of the shares purchased for Participants on any given
purchase date will be purchased at the same price. The
price at which the Administrator will be deemed to have
acquired shares for each Participant's account will be the
average price of all shares purchased by it, as stockholder
for all Participants in the Plan, with the proceeds of a
single Heartland cash dividend. The Administrator may also
purchase shares directly from us, in which case the purchase
price of such shares will be the average of the closing
prices of the common stock, as quoted on The OTC Bulletin
Board, or other exchange or quotation service which
Heartland's common stock may be listed or quoted on at that
time, for the five days on which our common stock was traded
immediately preceding the date of purchase. In making
purchases for each Participant's account, the Administrator
may commingle such Participant's funds with those of other
Participants.
10. How many shares of common stock will be purchased for
Participants?
The number of shares to be purchased depends upon the amount
of shares the Participants have participating in the Plan,
the amount of dividends paid on those shares, as reduced by
any withholding for federal income tax purposes (see
Question 20) and the purchase price of the common stock.
Each Participant's account will be credited with the number
of shares, including fractions computed to three decimal
places, purchased under the Plan.
11. Are there any expenses to Participants in connection
with purchases under the Plan?
With the exception of sales transactions, special statement
reporting, and fees for re-registering or transferring
shares, we will pay all brokerage commissions, service
charges, and other costs associated with the administration
of the Plan. We will pass through any commissions and
services charges on the sale of shares. The Administrator
will assess normal processing fees for special statements or
for transferring or re-registering shares.
12. What kind of reports will be sent to Participants?
Following each purchase of shares for a Participant's
account, the Administrator will mail to the Participant a
statement of account showing the amount invested, purchase
price, number of shares purchased, service charges (which
will generally be zero) and other similar information for
the year-to-date. These statements will be a complete
record of each Participant's purchases and should be
retained for income tax and other purposes. In addition,
each Participant will receive copies of all communications
sent to record holders of common stock, including our Annual
Report to Stockholders, a notice of the annual meeting,
proxy statements and Internal Revenue Service ("IRS")
information for reporting dividend income received.
13. Will dividends paid on the shares of common stock held in
Participants' accounts under the Plan be automatically
reinvested?
As the record holder for any shares of common stock held in
Participants' accounts under the Plan, the Administrator
will receive dividends paid on all such shares held by the
Plan on the dividend record date, will credit such dividends
to individual Participants' accounts on the basis of full
and fractional shares held and will automatically reinvest
such dividends, reduced by any withholding for federal
income tax purposes (see Question 20).
14. May a Participant change options under the Plan?
A Participant may elect at any time to change his or her
level of participation by requesting and executing a new
Stockholder Authorization Form and returning it to the
Administrator. Dividend Reinvestment Plan Authorization
Forms may be obtained by contacting the Administrator.
Changes in the level of participation will be effective in
the same manner as the initial authorization for
participation.
15. Will certificates be issued for shares of common stock
purchased under the Plan?
Shares purchased by the Administrator for a Participant's
account will be registered in the name of the Administrator
or its nominee and will be held by the Administrator for
safekeeping. This feature protects against loss, theft or
destruction of stock certificates. The number of shares
credited to the account of a Participant under the Plan will
be shown on the statement of account sent to each
Participant. No certificates will be issued for the shares
purchased with the dividends unless expressly requested by
the Participant. Certificates representing fractional
shares will not be issued under any circumstances.
16. How does the share "safekeeping" service work?
In addition to retaining the shares purchased under the
Plan, the Administrator provides a "safekeeping" service
under which any certificated shares of common stock sent by
a Participant to the Administrator for safekeeping are held
for the Participant in a custodial account until
certificates are requested. This safekeeping service is
available for certificated shares of common stock that a
stockholder currently owns and for any certificated shares
of common stock which a stockholder subsequently acquires.
Any stockholder may participate in the "safekeeping"
service, regardless of whether they are participating in the
Plan.
If a stockholder would like the Administrator to hold shares
which he or she currently holds or subsequently acquires,
the stockholder should send the certificates to the
Administrator at the address provided in Question 4. There
is no charge for the safekeeping service. Stockholders may
at any time request that certificates be issued for all or a
portion of their shares held for safekeeping by contacting
the Administrator in writing. Certificates for fractional
shares will not be issued.
17. May a Participant receive certificated shares purchased
under the Plan?
A Participant may at any time withdraw all or a portion of
the shares credited to his or her account under the Plan and
receive certificates representing such shares by notifying
the Administrator in writing that he or she wishes to
withdraw shares and specifying the number of whole shares to
be received. This notice should be mailed to the
Administrator at the address provided in Question 4.
Certificates for whole shares of common stock which are
withdrawn will be registered in the name of and issued to
the Participant. In no case will certificates representing
fractional shares be issued.
All future dividends paid on shares withdrawn pursuant to
this question and on shares remaining in the Participant's
account will continue to be reinvested until five days after
the Administrator receives written notice of termination
(see Question 21).
18. What happens to any fractional share when a Participant
requests certificated shares from the Plan?
If a Participant's account from which the complete
withdrawal of shares is requested contains a fractional
share, a cash payment equal to the current market price of
the common stock, as determined by the Administrator,
multiplied by such fraction, together with certificates for
the whole shares, will be mailed directly to the
Participant.
19. What happens to a Participant's Plan account if all
certificated shares of common stock in the Participant's own
name are transferred or sold?
If a Participant disposes of all shares of common stock for
which they hold certificates or which are held by a broker
on their behalf (i.e., shares which are not held by the
Plan), dividends on all shares of common stock held by the
Administrator in the Participant's account, including
dividends paid on shares held by the Administrator for
safekeeping, will continue to be reinvested until the
Administrator is notified that the Participant wishes to
completely or partially terminate his or her participation
in the Plan.
20. What are the federal income tax consequences of
participation in the Plan?
The following general information is provided solely for
informational purposes. The information provided in this
section or elsewhere in this document should not be
construed as the provision of tax advice by Heartland.
Under IRS rulings in connection with similar plans, a
Participant will be treated for federal income tax purposes
as having received a dividend on the dividend payment date
equal to the fair market value on the dividend payment date
of the shares purchased with reinvested dividends. The
amount of dividends reinvested will be eligible, in the case
of corporate stockholders, for any dividends received
deduction available under the Internal Revenue Code of 1986,
as amended (the "Code").
If the Participant is not subject to the "backup"
withholding of federal income tax, the full amount of
dividends received will be used to purchase shares under the
Plan; however, if the Participant is subject to "backup"
withholding, the amount of federal income tax withheld will
reduce the amount available to purchase shares. Generally,
a Participant is subject to "backup" withholding if:
(i) the Participant fails to certify to us his or her social
security number and that he or she is not subject to
"backup" withholding; (ii) the IRS notifies us that an
incorrect number was furnished; or (iii) the Participant is
notified that he or she is subject to "backup" withholding
under 3406(a)(1)(C) of the Code. Each Participant will be
required to furnish a Form W-9 to the Administrator which
contains the required certifications to have dividends on
shares enrolled in the Plan reinvested without withholding.
In the case of foreign stockholders, taxable income under
the Plan is subject to federal income tax withholding, and
the Administrator will make reinvestments net of the amount
of tax required to be withheld. Regular statements of
account confirming purchases made for foreign Participants
will indicate the amounts of tax withheld.
The tax basis of any shares acquired through the Plan will
be the fair market value of such shares on the purchase date
as stated on the stockholder's statement. Shares acquired
through the Plan will be credited to the Participants'
accounts on the day after the purchase date.
A Participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the
Participant's account under the Plan, either upon a request
for withdrawal of such shares or upon the termination of
participation in the Plan; however, upon withdrawal from the
Plan, a Participant who receives a cash payment for a
fractional share held in the Participant's account will, if
the shares are held as a capital asset, realize a capital
gain or loss, measured by the difference between the amount
of cash received by the Participant and the Participant's
basis in the fractional share (which will generally be equal
to the price at which such fraction was credited to the
Participant's account).
For further information as to the tax consequences of
participation in the Plan and sale of shares received under
the Plan, Participants should consult their own tax
advisors.
21. How does a Participant terminate participation in the Plan?
Participants may completely or partially discontinue the
reinvestment of their dividends under the Plan at any time
by notifying the Administrator in writing to that effect.
Notice of complete termination of participation in the Plan
should be sent to the Administrator at the address provided
in Question 4. To prevent the reinvestment of dividends in
accordance with the Plan, notice of termination must be
received at least five days prior to the dividend record
date for the next dividend to be paid. Participants may
decrease (or increase) their level of participation in the
Plan by returning to the Administrator a properly completed
Dividend Reinvestment Plan Authorization Form on or before
the record date for which the change is to be effective.
22. What happens if we issue a stock dividend or declare a stock
split?
Any stock dividend or shares resulting from stock splits
with respect to shares held in a Participant's account will
be credited to the Participant's account, and all dividends
paid on such shares will be reinvested until the Participant
terminates his or her participation in the Plan with respect
to such shares (see Question 21).
23. How will a Participant's shares be voted at each meeting of
stockholders?
Each Participant will be sent proxy forms representing both
the shares registered in his or her own name and the shares
held in his or her Plan account. When signed and returned,
such proxies will be voted as directed. If the Participant
does not have shares registered in his or her own name, the
Participant will be sent a proxy form on which to indicate
how the shares held in his or her Plan account are to be
voted. If the proxy card or instruction form is not
returned, or if it is returned unsigned by the Participant,
none of the Participant's shares to which the proxy pertains
will be voted.
24. Can Participants sell shares through the Administrator?
A Participant may sell any or all shares held in the Plan by
notifying the Administrator in writing. Shares enrolled in
the Plan but held by the Participant in certificated form
may also be sold through the Administrator after depositing
these shares with the Administrator. Any brokerage
commission or service charge (see Question 11), any amount
required to be withheld for income tax purposes and any
applicable transfer taxes incurred in connection with the
sale of shares by the Administrator will be deducted from
the proceeds of such sale. Sales will generally be made
within five business days following receipt of the written
request to sell, but the Administrator reserves the right to
delay such sales for up to 30 days if market conditions or
administrative factors make an earlier sale impracticable.
Proceeds will be sent to the respective Participant as soon
as is practicable following the sale of the shares.
25. Are there any restrictions on the transferability of common
stock purchased under the Plan?
In general, no resale restrictions should apply to the
resale or other transfer of shares of common stock purchased
under the Plan. The shares of common stock to be purchased
by the Administrator for Participants generally will have
been registered by us pursuant to the federal securities
laws, although the Administrator may purchase shares in the
open market or in private transactions which have not been
so registered. In either case, certain resale restrictions
may apply if a Participant is an affiliate of Heartland (for
example, a key employee, director, major stockholder, or a
relative of any such person).
26. Who interprets the Plan?
Any questions of interpretation arising under the Plan will
be determined by Heartland's board of directors, or by an
authorized officer with respect to any determinations
regarding affiliated accounts (see Question 25), and any
such determinations will be final.
27. May the Plan be changed or discontinued?
While we hope to continue the Plan indefinitely, we may
modify, amend, suspend, or terminate the Plan, or any
stockholder's interest therein, at any time, including the
period between a dividend record date and the related
dividend payment date, upon the giving of 90 days prior
written notice to each affected Participant and, in the case
of the modification, amendment, suspension, or termination
of the Plan, 30 days prior written notice to each non-
participating stockholder. If the Plan is amended or
restated, a current participant will automatically be
enrolled unless the Participant gives written notice to the
contrary. We also reserve the right to terminate any
stockholder's participation in the Plan at any time.
28. What is the responsibility of the Plan Administrator?
In administering the Plan, neither we nor the Administrator
will be liable for any act done in good faith or for any
good faith omission to act including, without limitation,
any claim or liability arising from:
the failure to terminate a deceased Participant's account
prior to receipt by the Administrator of written notice of
such death;
the prices at which shares are purchased for a
Participant's account;
the time when purchases are made; or
any fluctuations in the market value of the common stock.
Neither Heartland, the Administrator nor their respective
Administrators can provide any assurance of a profit or
protection against a loss with respect to any shares
purchased or held for safekeeping under the Plan.
USE OF PROCEEDS
We will not receive any proceeds from the Plan on purchases
made on the open market or in privately negotiated transactions.
Net proceeds to us from the sale of treasury or authorized but
unissued shares of common stock to the Plan will be used for
general corporate purposes, including investments in or advances
to our subsidiaries.
DETERMINATION OF PRICE
The purchase price of shares of common stock purchased in
the open market or in negotiated transactions will be the average
price per share paid for all of the shares purchased by the
Administrator for the Plan for the payment of a single dividend.
As provided in the Plan, the purchase price of shares purchased
under the Plan from us will be the fair market value per share on
the date of the purchase as determined by the average of the
closing price of the common stock, as quoted on The OTC Bulletin
Board, or other exchange or quotation service which Heartland's
common stock may be listed or quoted on at that time, for the
five days on which the common stock was traded immediately
preceding the date of purchase.
LEGAL OPINION
Certain legal matters in connection with the issuance of the
common stock offered through this Prospectus are being passed
upon for us by Barack Ferrazzano Kirschbaum Perlman & Nagelberg,
Chicago, Illinois.
EXPERTS
Our consolidated financial statements as of December 31,
2000 and 1999, and for each of the years in the three-year period
ended December 31, 2000, have been incorporated by reference
herein and in the Registration Statement in reliance upon the
report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
APPENDIX A
STOCKHOLDER INVESTMENT SERVICES AGREEMENT
1. As agent for the stockholder (the "Participant") of
Heartland Financial USA, Inc. (the "Company"), Dubuque Bank and
Trust Company (the "Agent"), after deducting the commissions and
service charges specified below, will apply all cash dividends
paid on the shares of the Company's common stock held by the
Participant or by the Agent for safekeeping and on any full
shares or fractional interest in one share (to three decimal
places) acquired by the Participant through the Dividend
Reinvestment Plan (the "Plan") or otherwise, for the
Participant's account (the "Account").
Such purchases may be made directly from the Company, on any
securities exchange where such shares are traded, in the over-the-
counter market or in negotiated transactions, and may be on such
terms as to price, delivery and otherwise as the Agent, in its
sole discretion, may determine.
2. In making purchases for the Participant's Account, the Agent
may commingle the Participant's dividends with those of other
participants in the Plan ("Participants"). In the case of each
purchase, the price at which the Agent shall be deemed to have
acquired shares for the Participant's Account shall be the
average price of all shares purchased by it for Participants with
their aggregate funds used for such purchase. The Agent may hold
the shares of all Participants together in its name or in the
name of its nominee. The Agent shall have no responsibility as
to the market value of the Company's common stock acquired for
the Participant's Account. Dividends will be invested by the
Agent promptly after receipt, and in no event will dividends be
invested by the Agent later than 30 days after receipt except
where necessary to comply with Rule 10b-18 under the Securities
Exchange Act of 1934, as amended, or other applicable provisions
of the federal securities laws. It is understood that, in any
event, the Agent shall have no liability in connection with such
inability to purchase shares or the timing of any purchases.
Funds held by the Agent for the Participant will not bear
interest.
3. Following each purchase, the Agent will send to the
Participant if his or her funds have been applied to such
purchase an advice of transactions in the Account since the last
prior purchase for the Account, including a statement showing the
current shares in the Account.
4. No certificate will be issued to the Participant for shares
in his or her Account unless the Participant so requests of the
Agent in writing, or the Account is terminated. Upon written
request, the Agent will send the Participant certificates for any
full shares credited to the Account. No certificate for a
fractional share will be issued. Under the Plan, dividends on a
fractional interest in a share will be credited to the
Participant's Account.
5. Any brokerage commissions incurred by the Agent for selling
shares for a Participants Account will be passed through to the
Participant. Any brokerage commission will be deducted from the
proceeds of the sale to be sent to the Participant. The Agent
may also charge for additional services performed at the request
of the Participant and not provided for herein.
6. It is understood that the reinvestment of the Participant's
dividends will not relieve the Participant of any taxes which may
be payable on such dividends. The Agent will report annually to
the Participant the amount of dividends credited to the Account
during the year.
7. The Agent will send to the Participant a form of proxy
representing all shares of the Company's common stock held by the
Participant in his or her Account. If the Participant does not
direct the Agent as to how he or she wishes shares voted, the
Agent will not vote such shares.
8. The Participant may terminate his or her Account at any time
by giving written notice of termination to the Agent, but any
such notice must be received by the Agent five days or more
before a dividend record date to be effective. If a termination
notice is received by the Agent less than five days before the
dividend record date, shares will be purchased with the dividends
paid for such record date and the shares will be credited to the
Participant's Account. Upon termination, the Participant will
receive a certificate for all full shares in his or her Account
unless cash is elected. If cash is elected, upon written request
from the Participant, the Agent will sell such shares and send
the net proceeds to the Participant after any service charges or
brokerage commissions incurred by the Agent have been deducted.
The Agent may terminate the Participant's Account at any time in
its discretion. In any case, the Participant will receive cash
in lieu of any fractional interest in a share at the then current
market value of the Company's common stock. If the Participant
disposes of all shares registered in his or her name on the books
of the Company, the Agent will continue to invest the dividends
on the shares in the Account until otherwise notified in writing
by the Participant.
9. Any stock dividend or stock split declared by the Company on
shares held by the Agent for the Participant will be credited to
the Participant's Account without charge. If the Company makes
available to its stockholders warrants or other rights to
subscribe to additional shares, debentures or other securities,
such rights accruing on shares held by the Agent for the
Participant will be sold, if practicable, and the Agent will
promptly apply the resultant funds to the purchase of additional
shares of the Company's common stock for the Participant's
Account. Such purchases will be reflected on the statement
mailed to the Participant following the next investment of cash
dividends for the Participant's Account. If the Participant
wishes to exercise such rights, the Participant must, by written
request received by the Agent prior to the record date for such
rights, withdraw full shares from his or her Account by
requesting that the Agent issue a certificate for these shares.
10. Neither the Agent nor its nominee or nominees shall have any
responsibility beyond the exercise of ordinary care for any
action taken or omitted pursuant to this Agreement nor shall they
have any duties, responsibilities or liabilities except such as
are expressly set forth herein. None of the foregoing shall be
liable hereunder for any act done in good faith or for any good
faith omission to act, including, without limitation, failure to
terminate the Participant's Account prior to receipt of written
notice of his or her death or with respect to the timing or the
price of any purchase.
11. The Participant shall have no right to draw checks or drafts
against his or her Account or to give instructions to the Agent
in respect to any shares held therein except as expressly
provided herein.
12. Notices to the Participant may be given by letter addressed
to the Participant at the last address of record with the Agent.
13. This Agreement may be amended or supplemented by the Agent
at any time or times by mailing appropriate notice at least 30
days prior to the effective date thereof to the Participant at
the last address of record. The amendment or supplement shall
conclusively be deemed to be accepted by the Participant unless
prior to the effective date thereof the Agent receives written
notice of the termination of the Account. Any such amendment may
include the appointment by the Agent in its place and stead of a
successor agent under this Agreement. The Company is authorized
to pay to such successor agent for the Account of the Participant
all dividends payable on shares of the Company's common stock in
the Account, the same to be applied by such successor agent as
provided in this Agreement.
14. This Agreement and the Authorization Form signed by the
Participant (which is deemed a part of this Agreement) and the
Participant's Account shall be governed by and construed in
accordance with the laws of the State of Iowa and the Rules of
the Securities and Exchange Commission. This Agreement cannot be
changed orally.
No person has been authorized
to give any information or to
make any representation not
contained in this Prospectus in 500,000 Shares
connection with the offer
contained herein and, if given
or made, such information or
representation must not be HEARTLAND FINANCIAL
relied upon as having been USA, INC.
authorized by us. Neither the
delivery of this Prospectus nor
any sale hereunder shall under
any circumstances create any Common Stock
implication that there has been
no change in our affiars since
the date as of which
information is set forth Prospectus
herein. This Prospectus does
not constitute an offer to sell
or a solicitation of an offer DIVIDEND REINVESTMENT
to buy any of the securities PLAN
offered hereby in any
jurisdiction where, or to any
person to whom, it is unlawful January 25, 2002
to make such offer or
solicitation.
TABLE OF CONTENTS
Page
Available Information..........
Incorporation of Certain
Documents by Reference........
Heartland Financial USA, Inc...
The Dividend Reinvestment
Plan..........................
Use of Proceeds................
Determination of Price.........
Legal Opinion..................
Experts........................
Stockholder Investment
Services Agreement.........A-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in
connection with the sale and distribution of the common stock
being registered. All amounts shown are estimates, except the
SEC's registration fee.
Securities and Exchange Commission's
registration fee $ 621
Printing and mailing expenses 1,400
Fees and expenses of legal counsel 7,500
Accounting and related expenses 1,000
Blue sky fees and expenses 1,000
Miscellaneous 479
-------
Total fees and expenses $12,000
=======
In accordance with the Delaware General Corporation Law,
Articles IX and X of Heartland's Certificate of Incorporation
provides as follows:
ARTICLE IX: Each person who is or was a director
or officer of the corporation and each person who
serves or served at the request of the corporation as a
director, officer or partner of another enterprise,
shall be indemnified by the corporation in accordance
with, and to the fullest extent authorized by, the
General Corporation Law of the State of Delaware, as
the same now exists or may be hereafter amended. No
amendment to or repeal of this Article IX shall apply
to or have any effect on the rights of any individual
referred to in this Article IX for or with respect to
acts or omissions of such individual occurring prior to
such amendment or repeal.
ARTICLE X: To the fullest extent permitted by the
General Corporation Law of Delaware, as the same now
exists or may be hereafter amended, a director of the
corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of
fiduciary duty as a director. No amendment to or
repeal of this Article X shall apply to or have any
effect on the liability or alleged liability of any
director of the corporation for or with respect to any
acts or omissions of such director occurring prior to
the effective date of such amendment or repeal.
Article VIII of Heartland's Bylaws further provides as
follows:
Section 8.1 DIRECTORS AND OFFICERS. (a) The corporation
shall indemnify any person who was or is a party or is threatened
to be made party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
(b) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the court
in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court
shall deem proper.
(c) To the extent that any person referred to in paragraphs
(a) and (b) of this Section 8.1 has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to therein or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of
this Section 8.1 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in paragraphs (a) and
(b) of this Section 8.1. Such determination shall be made (i) by
the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by
the corporation as provided in this Section 8.1. Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by or granted pursuant to this Section 8.1 shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
(g) The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
Section 8.1.
(h) For purposes of this Section 8.1, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this Section 8.1.
(i) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 8.1 shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(j) Unless otherwise determined by the board of directors,
references in this section to "the corporation" shall not include
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
he or she would have with respect to such constituent corporation
if its separate existence had continued.
Section 8.2 EMPLOYEES AND AGENTS. The board of directors
may, by resolution, extend the indemnification provisions of the
foregoing Section 8.1 to any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he or she is or was an employee or agent of the corporation, or
is or was serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
Heartland also carries Directors' and Officers'
liability insurance in the amount of $5.0 million.
Item 16. Exhibits.
Exhibit
Number
3.1 Amended and Restated Certificate of Incorporation of
Heartland Financial USA, Inc.
3.2 Bylaws of Heartland Financial USA, Inc.
4.1 Specimen Stock Certificate of Heartland Financial
USA, Inc.
5.1 Opinion of Barack Ferrazzano Kirschbaum Perlman &
Nagelberg
23.1 Consent of KPMG LLP
23.2 Consent of Barack Ferrazzano Kirschbaum Perlman &
Nagelberg (included in opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included as part of Signature
Pages)
99.1 Dividend Reinvestment Plan Authorization Form
99.2 Cover Letter to Prospectus
99.3 Safekeeping Deposit Form
Item 17. Undertakings.
The undersigned Registrant hereby undertakes that:
(1) for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(2) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was
declared effective;
(3) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof;
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dubuque, State of Iowa, on January 24, 2002.
HEARTLAND FINANCIAL USA, INC.
By: /s/ Lynn B. Fuller
----------------------------
Lynn B. Fuller, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ John K. Schmidt
-----------------------------
John K. Schmidt, Executive Vice
President and Chief Financial
Officer (Principal Financial
Officer)
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn B. Fuller
and John K. Schmidt, and each of them, his or her true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities (including in his or her
capacity as a director or officer of Heartland Financial USA,
Inc.) to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on January 24, 2002.
Signature Title
--------- -----
/s/ Lynn B. Fuller President, Chief Executive
-------------------------- Officer, Chairman, and
Lynn B. Fuller Director
/s/ John K. Schmidt Executive Vice President,
-------------------------- Chief Financial Officer,
John K. Schmidt and Director
/s/ James F. Conlan Director
--------------------------
James F. Conlan
/s/ Mark C. Falb Director
--------------------------
Mark C. Falb
/s/ Thomas L. Flynn Director
--------------------------
Thomas L. Flynn
/s/ Robert Woodward
-------------------------- Director
Robert Woodward
HEARTLAND FINANCIAL USA, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
3.1 Amended and Restated Exhibit 3.1 to the
Certificate of Company's Form S-4
Incorporation of filed with the
Heartland Financial Commission on
USA, Inc. March 10, 1994
3.2 Bylaws of Heartland Exhibit 3.2 to the
Financial USA, Inc. Company's Form S-4
filed with the
Commission on
March 10, 1994
4.1 Specimen Stock Exhibit 4.1 to
Certificate of the Company's
Heartland Financial Form S-4 filed
USA, Inc. with the Commission
on March 10, 1994
5.1 Opinion of Barack X
Ferrazzano Kirschbaum
Perlman & Nagelberg
23.1 Consent of KPMG LLP X
23.2 Consent of Barack Included in
Ferrazzano Kirschbaum opinion
Perlman & Nagelberg filed as
Exhibit 5.1.
24.1 Powers of Attorney Included as
part of
Signature
Pages.
99.1 Dividend X
Reinvestment Plan
Authorization Form
99.2 Cover Letter to X
Prospectus
99.3 Safekeeping Deposit X
Form