8-K
HILLS BANCORPORATION (HBIA)
UNITED STATES
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
November 3, 2020
Date of Report (date of earliest event reported)
HILLS BANCORPORATION
(Exact name of registrant as specified in its charter)
| Iowa | 0-12668 | 42-1208067 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 131 E. Main Street, PO Box 160 | Hills | Iowa | 52235 |
| (Address of Principal Executive Offices) | (Zip Code) |
(319) 679-2291
Registrant's telephone number, including area code
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 8.01 Other Events.
On October 13, 2020, the Board of Directors of Hills Bancorporation determined to temporarily suspend the Company’s Dividend Reinvestment and Stock Purchase Plan. The Board and Management believe that the prudent distribution of earnings to shareholders constitutes the most appropriate use of the Company’s capital at this point in time. The letter to shareholders announcing the temporary suspension is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit
Number Exhibit Description
99.1 Letter to Shareholders
SIGNATURE
Pursuant to the requirement 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.
HILLS BANCORPORATION
Date: November 3, 2020 /s/ Dwight O. Seegmiller
Dwight O. Seegmiller,
Director, President and Chief Executive Officer
lettertoshareholders
November 2, 2020 Dear Shareholder: We hope this letter finds you well during this difficult time of the pandemic. While COVID-19 has challenged us all, the disruption caused by this has allowed Hills Bancorporation an opportunity to consider how to best support and provide long-term value to our shareholders both now and into the future. The Bancorporation’s Board of Directors has determined to temporarily suspend the Hills Bancorporation Dividend Reinvestment and Stock Purchase Plan (the “Plan”). The Board and Management believe that the Bancorporation’s existing capital levels have it well positioned to navigate the current economic environment, and that the prudent distribution of earnings to shareholders constitutes the most appropriate use of the capital at this time. As a result, dividends for this year will only be paid in cash and not be reinvested in the Bancorporation’s common stock under the Plan. Optional cash investments in common stock will also not be accepted until further notice. No action by participants is required as shareholders currently enrolled in the Plan will automatically receive the upcoming year-end cash dividend payment. The Plan is subject to reinstatement at the discretion of the Bancorporation’s Board of Directors. At such time as the Board elects to reinstate the Plan, shareholders who were enrolled at the time of suspension and remain enrolled at the time of reinstatement will automatically resume their participation. For general information about the Plan, we encourage you to refer to the prospectus previously delivered to each participant and available in the “Investor Relations” section of the Company’s website at https://www.hillsbank.com. We truly appreciate your continued support of Hills Bancorporation. If you have any questions, please contact us at (833) 607-1367 for assistance. Sincerely, Dwight O. Seegmiller President and CEO