HTLF 1Q Form 10-Q/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended March 31, 2012
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For transition period __________ to __________
Commission File Number: 001-15393
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 number)
1398 Central Avenue, Dubuque, Iowa 52001
(Address of principal executive offices)(Zip Code)
(563) 589-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
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| Large accelerated filer | o | | | Accelerated Filer | x | | |
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| Non-accelerated filer | o | | | Smaller reporting company | o | | |
(Do not check if a smaller reporting company) | | | | | |
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x
Indicate the number of shares outstanding of each of the classes of Registrant's common stock as of the latest practicable date: As of May 8, 2012, the Registrant had outstanding 16,487,731 shares of common stock, $1.00 par value per share.
EXPLANATORY NOTE
Heartland Financial USA, Inc. (the Registrant) is filing this amendment to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 9, 2012, solely to amend Item 2 of Part II. The table providing information about purchases by the Registrant during the quarter ended March 31, 2012, of its common stock was inadvertently excluded from the original filing.
This Form 10-Q/A includes only the Cover Page to this Form 10-Q/A, this Explanatory Note, Part II Item 2, as amended, the Signature Page and Exhibits 31.1, 31.2, 32.1 and 32.2. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.
PART II
ITEM 2. UNREGISTERED SALES OF ISSUER SECURITIES AND USE OF PROCEEDS
The following table provides information about purchases by Heartland and its affiliated purchasers during the quarter ended March 31, 2012, of its common stock:
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Period | (a)
Total Number of Shares Purchased | (b)
Average Price Paid per Share | (c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
01/01/12-01/31/12 | 0 | $ | — |
| 0 | $ | 6,209,692 |
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02/01/12-02/29/12 | 0 | $ | — |
| 0 | $ | 5,943,344 |
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03/01/12-03/31/12 | 15,021 | $ | 16.05 |
| 15,021 | $ | 6,500,211 |
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Total: | 15,021 | $ | 16.05 |
| 15,021 | N/A |
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(1) | Effective January 24, 2008, Heartland's board of directors authorized management to acquire and hold up to 500,000 shares of common stock as treasury shares at any one time. During participation in the Treasury's Capital Purchase Program, which was terminated on September 15, 2011, Heartland was prohibited from any repurchase, redemption, or acquisition of its common stock, except for certain repurchases to the extent of increases in shares outstanding because of issuances under existing benefit plans. |
ITEM 6. EXHIBITS
Exhibits
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31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). |
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31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). |
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32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.
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HEARTLAND FINANCIAL USA, INC. |
(Registrant) |
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Principal Financial and Accounting Officer |
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/s/ John K. Schmidt |
John K. Schmidt |
Executive Vice President and Chief Financial Officer |
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Dated: August 15, 2012 |