SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Heartland Financial USA, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
42234Q-10-2
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(CUSIP Number)
Mr. John K. Schmidt, 1398 Central Avenue, Dubuque, Iowa
(319) 589-1994
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 14, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement /x/. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent to
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7.)
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Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 42234Q-10-2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynn S. Fuller - S.S. ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions)
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
IN
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
400,322
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 73,715
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 400,322
WITH
10. SHARED DISPOSITIVE POWER
73,715
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,037
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.00%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 42234Q-10-2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heartland Partnership, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions)
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
278,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 278,000
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.9%
14. TYPE OF REPORTING PERSON (See Instructions)
PN
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Background of this Amendment
ITEM 1. Security and Issuer.
Common Stock, $1.00 par value
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52001
ITEM 2. Identity and Background.
This Schedule is being filed by:
(i) Lynn S. Fuller, individually, and the Heartland
Partnership, L. P., Lynn S. Fuller as general partner
(ii) 1398 Central Avenue, Dubuque, Iowa 52001
(iii) Lynn S. Fuller is Director, Chairman of the Board
and Chief Executive Officer of the Issuer
The Reporting Persons have not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws. Each Reporting Person is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
With respect to the 6,217 shares of the Issuer's Common
Stock purchased by the Lynn S. Fuller on May 14, 1997, personal
funds have been used, none of which has been borrowed.
ITEM 4. Purpose of Transaction.
All securities of the Issuer beneficially owned by the
Reporting Person are for investment purposes. The Reporting
Person has no present plan or proposal which relates to or would
result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
Heartland Partnership, L.P. holds 278,000 shares (5.9%) of
the Issuer's outstanding common stock over which Lynn S. Fuller,
as general partner, has sole voting and dispositive power over
all such shares. Lynn S. Fuller, individually, may be deemed to
be the beneficial owner of a total of 474,037 shares (10.00%) of
the Issuer's outstanding common stock, of which 278,000 shares
are held in the Heartland Partnership, L.P., with the remaining
shares held by various family trusts for which Mr. Fuller serves
as either trustee or co-trustee. Of the shares held in such
trusts, Mr. Fuller has sole voting and investment power over
400,322 shares (8.4%) and shared voting and investment power over
73,715 shares (1.5%).
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None
ITEM 7. Material to be Filed as Exhibits.
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 20, 1997
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Signature: /s/ Lynn S. Fuller
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Lynn S. Fuller, individually
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Name
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 20, 1997
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Signature: /s/ Lynn S. Fuller
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Lynn S. Fuller, individually
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Name
