As filed with the Securities and Exchange Commission
on June 11, 2002
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________
HEARTLAND FINANCIAL USA, INC.
(Exact name of registrant as specified in its Charter)
__________________
Delaware 42-1405748
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
__________________
1398 Central Avenue
Dubuque, Iowa 52001
(Address, including zip code, of principal executive offices)
__________________
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
On June 3, 2002, the Board of Directors of Heartland
Financial USA, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share, of the Company
(the "Common Stock"). The dividend is payable on June 26, 2002,
to the stockholders of record on, June 24, 2002 (the "Record
Date"). Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Stock") at a price of $85.00 per
one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of June 7,
2002, as the same may be amended from time to time (the "Rights
Agreement"), between the Company and Dubuque Bank and Trust
Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (with certain exceptions, an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificate together with a
copy of the Summary of Rights distributed by the Company to its
stockholders. A person who is a general or limited partner of
Heartland Partnership, LP, will not be deemed, solely as a result
of that person's status as a partner, to beneficially own any of
the shares of Common Stock owned by that partnership or by any
other partners of that partnership. Additionally, Heartland
Partnership, LP will not be deemed to beneficially own any of the
shares of Common Stock owned by its partners, solely as a result
of a person's status as a general or limited partner. This is
more fully described in the Rights Agreement.
The Rights Agreement provides that, until the Distribution
Date (or earlier expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the
Distribution Date (or earlier expiration of the Rights), new
Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier expiration of the Rights), the
surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the shares
of Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on June 7, 2012 (the "Final Expiration
Date"), unless the Final Expiration Date is advanced or extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights is subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock
with a conversion price, less than the then-current market price
of the Preferred Stock or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable
in Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights is subject to adjustment in
the event of a stock dividend on the Common Stock payable in
shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Preferred Stock
will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of the greater of (a)
$0.10 per one one-thousandth of a share, and (b) an amount equal
to 1,000 times the dividend declared per share of Common Stock.
In the event of liquidation, dissolution or winding up of the
Company, the holders of the Preferred Stock will be entitled to a
minimum preferential payment of the greater of (a) $0.01 per
one one-thousandth of a share (plus any accrued but unpaid
dividends), (b) an amount equal to 1,000 times the payment made
per share of Common Stock. Each one one-thousandth of a share of
Preferred Stock will have one vote, voting together with the
Common Stock. Finally, in the event of any merger, consolidation
or other transaction in which outstanding shares of Common Stock
are converted or exchanged, each one one-thousandth of a share of
Preferred Stock will be entitled to receive the same amount
received per one share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-
thousandth interest in a share of Preferred Stock purchasable
upon exercise of each Right should approximate the value of one
share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right that number of
shares of Common Stock having a market value of two times the
exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provisions
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive upon the exercise
of a Right that number of shares of common stock of the person
with whom the Company has engaged in the foregoing transaction
(or its parent) that at the time of such transaction have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the earlier of one of the events described in
the previous paragraph or the acquisition by such Acquiring
Person of 50% or more of the outstanding shares of Common Stock,
the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person which will have
become void), in whole or in part, for shares of Common Stock or
Preferred Stock (or a series of the Company's preferred stock
having equivalent rights, preferences and privileges), at an
exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of Preferred Stock or Common Stock will be issued (other
than fractions of Preferred Stock which are integral multiples of
one one-thousandth of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary
receipts), and in lieu thereof an adjustment in cash will be made
based on the current market price of the Preferred Stock or the
Common Stock.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price") payable, at the option of the Company, in
cash, shares of Common Stock or such other form of consideration
as the Board of Directors of the Company shall determine. The
redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company
may, except with respect to the Redemption Price, amend the
Rights Agreement in any manner. After the Rights are no longer
redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that
does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof,
as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a report on Form 8-K
dated June 11, 2002, and is incorporated herein by reference. A
copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement, as the same may be amended from time to
time, which is hereby incorporated herein by reference.
Item 2. Exhibits
Exhibit
Number Description of Exhibit
99.1 Rights Agreement between Heartland Financial USA,
Inc. and Dubuque Bank and Trust Company, as Rights
Agent, dated as of June 7, 2002, incorporated
herein by reference to exhibit 99.1 of the Form 8-
K filed by Heartland Financial USA, Inc. with the
Securities and Exchange Commission on of June 11,
2002.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly cause this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
June 11, 2002 HEARTLAND FINANCIAL USA, INC.
By: /s/ John K. Schmidt
____________________________
John K. Schmidt
Executive Vice President
and Chief Financial Officer