0001415889-18-001510.txt : 20181019 0001415889-18-001510.hdr.sgml : 20181019 20181018180747 ACCESSION NUMBER: 0001415889-18-001510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORN BANCSHARES, INC. CENTRAL INDEX KEY: 0000893847 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431626350 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23636 FILM NUMBER: 181129048 BUSINESS ADDRESS: STREET 1: 132 EAST HIGH STREET CITY: JEFFERSON CITY STATE: MO ZIP: 65101 BUSINESS PHONE: (573)761-6100 MAIL ADDRESS: STREET 1: P. O. BOX 688 CITY: JEFFERSON CITY STATE: MO ZIP: 65102 FORMER COMPANY: FORMER CONFORMED NAME: EXCHANGE NATIONAL BANCSHARES INC DATE OF NAME CHANGE: 19940323 8-K 1 form8k-10182018_031033.htm Hawthorn Bancshares, Inc. - FORM 8-k



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 17, 2018

Commission File Number:  0-23636

Hawthorn Bancshares, Inc.
(Exact name of registrant as specified in its charter.)

Missouri
(State or other jurisdiction of incorporation or organization)
43-1626350
(IRS Employer Identification No.)



132 East High Street, PO Box 688, Jefferson City, Missouri 65102
(Address of principal executive offices)

573-761-6117
(Registrant's Telephone number)

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:

[ ] 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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. [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2018, Hawthorn Bank, a wholly-owned subsidiary of Hawthorn Bancshares Inc., entered into an agreement for the sale of its branch located in Branson, Missouri with total deposits of approximately $15 million to Branson Bank, Branson, Missouri, which sale would exclude the loans assigned to the branch. The agreement provides for certain representations, warranties and covenants customary for transactions of this type. The consummation of the transaction contemplated by the agreement is subject to regulatory approval and various other closing conditions. Hawthorn Bancshares, Inc. has issued a press release announcing Hawthorn Bank's entry into an agreement to sell its Branson, Missouri branch.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. 99.1 Hawthorn Bancshares, Inc. press release dated October 17, 2018.

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.
 
 
Hawthorn Bancshares, Inc.


Date:   October 18, 2017
By: /s/ David T. Turner
Name: David T. Turner
Title: Chairman, CEO & President

Exhibit Index
 
Exhibit No.
   
Description
EX-99.1
   
Hawthorn Bancshares Announces Intent to Sell Branson, MO Branch
EX-99 2 ex99-10182018_031033.htm Secconnect.com


Hawthorn Bancshares Announces Intent to Sell Branson, MO Branch


Jefferson City, Mo. —  October 17, 2018 — Hawthorn Bank, the wholly-owned subsidiary of Hawthorn Bancshares Inc. (NASDAQ: HWBK), today announced that it has entered into an agreement to sell its branch located in Branson, Missouri with total deposits of approximately $15 million to Branson Bank, Branson, Missouri.  The transaction excludes loans assigned to the branch. 

Commenting on the agreement, David T. Turner, Chairman, CEO and President of Hawthorn Bank said, “We have enjoyed serving the Branson, MO area for the past 14 years.  As we focus our network on our other markets, it was vitally important to us that we find a buyer for our southern-most branch who would provide a comparable level of service and the full range of financial products our customers have come to expect. We found what we were looking for in Branson Bank.”

After the sale, Hawthorn Bank will continue to operate 22 branch locations, primarily in central and west central Missouri.

The transaction, which is subject to regulatory approval and certain closing conditions, is expected to close during the first quarter of 2019.

About Hawthorn Bancshares

Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank of Jefferson City with locations in the Missouri communities of Lee's Summit, Liberty, Springfield, Branson, Independence, Columbia, Clinton, Windsor, Osceola, Warsaw, Belton, Drexel, Harrisonville, California and St. Robert.

Contact: Bruce Phelps

Chief Financial Officer

TEL: 573.761.6100 FAX: 573.761.6272

www.HawthornBancshares.com


With the exception of historical information, certain statements contained or incorporated by reference in this press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the receipt of regulatory approval, the satisfaction of closing conditions and the closing of the proposed sale transaction.  Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events.  There is no assurance the events or circumstances reflected in the forward-looking statements will occur.  You can identify forward-looking statements by use of words such as "will be," "intend," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast," ""estimates," "offers," "plans," "would" or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein.  Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect



10025559.1


or imprecise.  These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties.  Many of the factors that will determine these items are beyond our ability to control or predict.  For further discussion of these factors see "Item 1A. Risk Factors" in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this press release or the date of any document incorporated by reference herein.