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As filed with the Securities and Exchange Commission on October 14, 1999
SEC File No-1-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HEARTLAND FINANCIAL USA, INC. HEARTLAND FINANCIAL CAPITAL TRUST I
(Exact name of registrant and co-registrant as specified in their charters)
42-1405748 51-6512637
Delaware Delaware
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
(State of incorporation (State of incorporation
or organization) or organization)
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1398 CENTRAL AVENUE
DUBUQUE, IOWA 52001
(319) 589-2000
(Address, including zip code, of registrants' principal executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act Registration Statement File Numbers
to which this Form relates: 333-87179
(If applicable) 333-87179-01
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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CAPITAL SECURITIES AMERICAN STOCK EXCHANGE
(AND THE GUARANTEE WITH RESPECT THERETO)
Securities to be registered pursuant to Section 12 (g) of the Act: NONE
THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES, CERTAIN EXHIBITS ARE
INCORPORATED IN THIS REGISTRATION STATEMENT BY REFERENCE TO THE REGISTRANTS'
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 FILED ON OCTOBER 1,
1999.
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
For the full description of Heartland Financial Capital Trust I's
Capital Securities (the "Capital Securities") and the Guarantee of Heartland
Financial USA, Inc. (the "Guarantee") being registered hereby, reference is
made to the information contained under the captions "Description of the
Capital Securities," "Description of the Debentures," and "Description of the
Guarantee" in the Prospectus that forms part of the Company's Amendment No. 1
to the Registration Statement on Form S-3 (Registration Nos. 333-87179 and
333-87179-01) filed with the Securities and Exchange Commission on October 1,
1999 under the Securities Act of 1933, as amended (the "Registration
Statement"). The information contained in the Registration Statement and the
Prospectus is incorporated herein by reference. Definitive copies of the
Prospectus describing the Capital Securities will be filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, and the description of
the Capital Securities contained therein shall be deemed to be incorporated
by reference into this Registration Statement on Form 8-A.
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ITEM 2. EXHIBITS.
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2.1 Certificate of Trust of Heartland Financial Capital Trust I
(incorporated by reference to Exhibit 4.3 to the Registration
Statement).
2.2(a) Trust Agreement of Heartland Financial Capital Trust I (incorporated
by reference to Exhibit 4.4 to the Registration Statement).
2.2(b) Form of Amended and Restated Trust Agreement of Heartland Financial
Capital Trust I (incorporated by reference to Exhibit 4.5 to the
Registration Statement).
2.3 Form of Capital Security Certificate for Heartland Financial Capital
Trust I (incorporated by reference to Exhibit 4.6 to the Registration
Statement).
2.4 Form of Capital Securities Guarantee Agreement for Heartland Financial
Capital Trust I (incorporated by reference to Exhibit 4.7 to the
Registration Statement).
2.5 Form of Indenture between Heartland Financial USA, Inc. and First
Union Trust Company, National Association, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly cause this Registration Statement to
be signed on their behalf by the undersigned, thereto duly authorized.
October 13, 1999 HEARTLAND FINANCIAL CAPITAL TRUST I
By: /s/ John K. Schmidt
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John K. Schmidt
as Administrative Trustee
HEARTLAND FINANCIAL USA, INC.
By: /s/ John K. Schmidt
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John K. Schmidt
Its: Executive Vice President
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