SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For transition period __________ to __________
Commission File Number: 33-76228
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Heartland Financial USA, Inc.
Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, IA 52001
REQUIRED INFORMATION
The Heartland Financial USA, Inc. Employee Stock Purchase
Plan is not subject to the Employee Retirement Income Security
Act of 1974, as amended. Accordingly, the audited financial
statements prepared in accordance with the instructions to Form
11-K are provided as Exhibit 99.1 to this Form 11-K.
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
BY: /s/ John K. Schmidt
- -----------------------------
John K. Schmidt
Executive Vice President and
Chief Financial Officer
Date: March 29, 1999
- -----------------------------
HEARTLAND FINANCIAL USA, INC. EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT INDEX
TO ANNUAL REPORT ON FORM 11-K
Exhibit
No. Description
- ------- -----------
23 Auditor's Consent
99.1 Financial Statements
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statement No. 333-06219 on Form S-8 of Heartland Financial USA,
Inc. of our report dated January 21, 1999, relating to the
statements of financial condition of the Heartland Financial USA,
Inc. Employee Stock Purchase Plan as of December 31, 1998 and
1997, the related statement of income and changes in plan equity
for the years then ended, which appear in the December 31, 1998
Annual Report on Form 11-K of Heartland Financial USA, Inc.
Employee Stock Purchase Plan.
KPMG Peat Marwick, LLP
Des Moines, Iowa
March 26, 1999
Exhibit 99.1
Independent Auditors' Report
The Plan Administrator Heartland Financial USA, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of financial
condition of the Heartland Financial USA, Inc. Employee Stock
Purchase Plan as of December 31, 1998 and 1997, and the related
statements of income and changes in plan equity for the years
then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial condition
of Heartland Financial USA, Inc. Employee Stock Purchase Plan as
of December 31, 1998 and 1997, and the statements of income and
changes in plan equity for the years then ended, in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
January 21, 1999
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 1998 and 1997
1998 1997
---- ----
Assets - cash $ 238,055 $ 242,053
========== ==========
Liabilities - due to employees $ 11,893 $ 12,301
Plan equity 226,162 229,752
---------- ----------
Total liabilities and plan equity $ 238,055 $ 242,053
========== ==========
Statements of Income and Changes
in Plan Equity
For the years ended December 31, 1998
and December 31, 1997
1998 1997
---- ----
Contributions from employees $ 238,055 $ 242,053
Refundable employee contributions (11,893) (12,301)
Stock purchases and distributions (229,752) (122,168)
Plan equity at beginning of period 229,752 122,168
----------- -----------
Plan equity at end of period $ 226,162 $ 229,752
=========== ===========
See accompanying note to financial statements.
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
Note to Financial Statements
December 31, 1998 and 1997
(1) Summary of Significant Accounting Policies
Basis of Presentation
The Heartland Financial USA, Inc. Employee Stock Purchase Plan
(the Plan) was approved by the stockholders of Heartland
Financial USA, Inc. (the Company) in May of 1996 and commenced
operations on July 1, 1996.
The accompanying financial statements of the Plan have been
prepared on an accrual basis.
The financial statements have been prepared in accordance with
generally accepted accounting principles. In preparing such
financial statements, the Plan administrator is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities as of the date of the balance sheet, and revenues and
expenses for the period. Actual results could differ
significantly from those estimates.
Description of the Plan
The Plan, which is authorized to make available up to 400,000
shares of the Company's stock for sale to employees, is sponsored
by the Company and has one entry date per year, the first day of
a plan year. Employees of the Company or its subsidiaries that
have been employed one year and have completed 1,000 hours of
service are eligible to participate in the Plan on the next entry
date. Eligible employees can contribute up to 15% of their
salary on an after-tax basis to be applied to the purchase of
common stock of the Company, up to a maximum of 1,000 shares.
The Compensation Committee of the Company establishes the price
of the stock. The price cannot be less than 85% of the fair
market value of the stock on the first day of the Plan year. The
Plan does not allow an employee to purchase fractional shares and
as a result, such monies are refundable to the employee.
Participating employees whose employment is terminated for any
reason during a plan year will have their contributions refunded
to them. Participants should refer to the Plan agreement for
more complete information.
For the period ended December 31, 1997, the Company established a
price of 100% of the fair market value at December 31, 1996,
which was $12.00 per share. Subsequent to December 31, 1997,
19,146 shares of common stock of the Company were purchased by
the Plan and distributed to 183 employees. On June 16, 1998, the
Company declared a two-for-one stock split in the form of 100%
stock dividend to stockholders of record on June 30, 1998,
payable on July 27, 1998. Accordingly, all per share data have
been restated to reflect the stock split.
For the year ended December 31, 1998, the Company established a
price of 100% of the fair market value at December 31, 1997,
which was $14.75 per share. Subsequent to December 31, 1998,
15,333 shares of common stock of the Company were purchased by
the Plan and distributed to 158 employees.
Plan Administration
The Plan is administered by the Company. In addition, the
Company pays for Plan administration costs.
Income Taxes
The Plan is a nonqualified plan under Section 423 of the Internal
Revenue Code of 1986, as amended, and as such there are no tax
consequences to the Plan.
The employee will be taxed on any difference between the price
established by the Compensation Committee and the market price at
the establishment date and any appreciation of the stock, at
disposition.
