SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
| Date
of Report |
September
7, 2007
|
| (Date
of earliest event reported) |
|
Heartland
Financial USA, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
| 0-24724 |
42-1405748
|
| (Commission
File Number) |
(I.R.S.
Employer Identification Number)
|
| 1398
Central Avenue, Dubuque, Iowa 52001 |
52001
|
| (Address
of principal executive offices) (Zip Code) |
(Zip
Code)
|
(563)
589-2100
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General
Instruction A.2 below):
|
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
| |
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)) |
Item
5.02(e) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain
Officers
On
September 7, 2007, Heartland
Financial USA, Inc. (the “Company”) entered into Change of Control Agreements
with several of its executive officers, including: (i) Lynn B. Fuller,
President and Chief Executive Officer; (ii) John K. Schmidt, Executive Vice
President, Chief Financial Officer and Chief Operating Officer; (iii) Kenneth
J.
Erickson, Executive Vice President; (iv) Edward H. Everts, Senior Vice
President; and (v) Douglas J. Horstmann, Senior Vice
President.
The
Change of Control Agreements (the
“Agreements”) generally have identical terms and provisions, which provide that
if the executive is terminated by the Company without cause (as defined in
the
Agreement), or if the executive terminates employment for good reason (as
defined in the Agreement), within either six (6) months before or twenty-four
(24) months after a change of control (as defined in the Agreement), then
the
executive will receive a severance benefit equal to a multiple of the sum
of:
(i) the executive’s salary; (ii) the average of the three most recent bonuses
paid to the executive; and (iii) the average of the three most recent retirement
plan contributions made by the Company on behalf of the executive to the
Company’s tax-qualified retirement plans. The multiples used in
determining the severance benefit vary by Agreement, as follows: (i) Mr.
Fuller
– multiple equal to 2.0; (ii) Mr. Schmidt – multiple equal to 1.75; (iii) Mssrs.
Erickson and Everts – multiple equal to 1.5; and (iv) Mr. Horstmann – multiple
equal to 1.0.
The
Agreements further provide for the
continuation of medical coverage for a period of time after the termination
of
the executive. Unless the periods of coverage must be are reduced in
order to comply with Internal Revenue Code Section 409A (the “Code”), the
following periods of coverage apply: (i) Mr. Fuller – twenty-four (24) months;
(ii) Mr. Schmidt – twenty-one (21) months; (iii) Mssrs. Erickson and Everts –
eighteen (18) months; and (iv) Mr. Horstmann – twelve (12)
months. The executives will also be entitled to twelve (12) months of
outplacement services (capped at 25% of the executive’s base compensation on the
termination date).
Under
the Agreements, the severance
benefit will be paid in twelve (12) monthly installments to the extent it
does
not exceed the “safe harbor” limitations set forth in the regulations issued
under Section 409A of the Code. Amounts in excess of the safe harbor
will be paid in a lump sum. Further, if any payment made under the
Agreements is deemed to be deferred compensation for purposes of Section
409A of
the Code, and an executive is deemed to be a specified employee under Section
409A of the Code, any such payment will be delayed for at least six (6) months
following termination.
Payments
made pursuant to the Agreements will also be limited to the extent necessary
to
avoid the imposition of any excise tax under Section 280G of the
Code.
In
addition to the severance benefits
and other payment provisions described above, the Agreements also contain
confidentiality, non-competition and non-solicitation provisions. The
Agreements generally restrict the executives from competing with the Company
or
any of its affiliates for a period of time following the date of termination
of
employment for any reason, provided such termination is during the term of
the
Agreement, regardless of whether or not the executive receives benefits under
the Agreement. The period of the non-compete for each executive will
be equal to the following number of months immediately following the termination
of employment: (i) Mr. Fuller – twenty-four (24) months; (ii) Mr. Schmidt –
twenty-one (21) months; (iii) Mssrs. Erickson and Everts – eighteen (18) months;
and (iv) Mr. Horstmann – twelve (12) months. The restrictive area
extends to a fifty (50) mile radius of the main office of Dubuque Bank and
Trust
Company, a wholly-owned banking subsidiary of the Company, and a twenty-five
(25) mile radius of any office where the particular executive has provided
services during the twelve (12) months preceding termination.
The
above is a brief description of
selected provisions of the Agreements and is qualified in its entirety by
reference to the form of Change of Control Agreement, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits
|
|
(a)
|
Financial
Statements of Business Acquired.
|
| |
(b) |
Pro
Forma Financial Information. |
| |
(c) |
Shell
company transactions. |
| |
|
10.1
Form of Change of Control Agreement by and between Heartland Financial
USA, Inc. and its executive officers |
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 hereunto duly
authorized.
|
|
HEARTLAND
FINANCIAL USA, INC.
|
|
Dated:
September 7, 2007
|
By:/s/
John K. Schmidt
|
|
|
|
|
Executive
Vice President, Chief Financial Officer and Chief Operating
Officer
|