8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 23, 2015

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-15393

Delaware	42-1405748
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1398 Central Avenue

Dubuque, Iowa 52001

(Address of principal executive offices)

(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):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting 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 1.01Entry into a Material Definitive Agreements

On October 23, 2015, Heartland Financial USA, Inc. (NASDAQ: HTLF) a multi-bank holding company (“Heartland") and CIC Bancshares, Inc. (“CIC”), parent company of Centennial Bank, headquartered in Denver, Colorado, entered into a Merger Agreement (the “Merger Agreement”) which provides that, subject to the conditions and upon the terms set forth in the Merger Agreement, CIC will be merged with into Heartland (the “Merger”). The Merger Agreement also provides that, simultaneous with the Merger, Centennial Bank, a Colorado state chartered bank and wholly owned subsidiary of CIC, will be merged with and into Summit Bank & Trust, a Colorado state chartered bank and wholly owned subsidiary of Heartland (“SB&T”), and SB&T will change its name to Centennial Bank.

Under the Merger Agreement, holders of common stock, convertible preferred stock, convertible notes, and warrants of CIC will receive aggregate consideration of approximately $83,500,000, as adjusted if CIC’s adjusted tangible equity (as defined), is less than $55 million at closing. Based upon the shares of CIC outstanding as of the date of execution of the Merger Agreement, and subject to these adjustments, this would result in merger consideration of approximately $13.69 per share of CIC common stock, plus a right to collections under several lease agreements of approximately $0.41 per share. The merger agreement provides that the consideration to CIC common stockholders will be payable 20% in cash, and the balance in shares of Heartland common stock that will be valued at the weighted average closing price quoted on NASDAQ for the twenty trading days ending five days prior to completion of the Merger, but will not be valued at more than $41.25 per share or less than $30.49 per share. The Merger is intended to qualify as a tax-free reorganization under the applicable provision of the Internal Revenue Code of 1986, as amended, with respect to the shares of Heartland common stock to be issued to CIC common stockholders.

The Merger is subject to the satisfaction of customary closing conditions, including approvals by CIC stockholders and bank regulatory authorities. If the Merger is not completed under certain circumstances set forth in the Merger Agreement, CIC has agreed to pay Heartland a termination fee of $3,400,000. Heartland anticipates that the Merger will be completed in the first quarter of 2016 and both Heartland and CIC have the right to terminate the Merger Agreement if the Merger is not completed by June 30, 2016.

Directors and executive officers of CIC have entered into a voting agreement with Heartland and CIC under which each has agreed to vote his or her shares of CIC common stock and preferred stock in favor of the Merger. Holders of CIC convertible preferred stock and convertible debt have also agreed to the terms of the Heartland preferred stock and amendments to the convertible debt necessary to affect the exchange.

The Merger Agreement contains usual and customary representations and warranties that Heartland and CIC made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between Heartland and CIC, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties may have been used to allocate risk between Heartland and CIC rather than establishing matters as facts.

The foregoing description is qualified in its entirety by reference to the Merger Agreement.

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Additional Information and Where to Find It

Heartland intends to file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (the “Registration Statement”) to register the shares of its common stock that will be issued to CIC stockholders in the Merger. The Registration Statement will include a proxy statement/prospectus that will be used to solicit proxies for the special meeting of stockholders of CIC at which the merger will be considered (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus will contain important information about CIC, Heartland and the Merger. All Investors and CIC stockholders are urged to read the Proxy Statement/Prospectus carefully when it becomes available. Once filed, the Registration Statement, the Proxy Statement/Prospectus and related documentation will be available at no charge at the SEC’s website (www.sec.gov), Heartland’s website (www.htlf.com), or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland at (563) 589-1994, or Kevin W. Ahern, Chairman and Chief Executive Officer of CIC, at (303) 643-3525. Heartland and CIC, and certain of their directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of CIC in connection with the proposed Merger. Information about the directors and executive officers of Heartland and their stockholdings is set forth in the proxy statement for Heartland’s 2015 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 6, 2015. Information about the directors and executive officers of CIC and their securities holdings will be included in the Proxy Statement /Prospectus, when it is filed as part of the Registration Statement.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed Merger to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph

Item 7.01 Regulation FD Disclosure

On October 23, 2015 Heartland issued a press release announcing execution of the Merger Agreement.

A copy of the press release announcing the acquisition is furnished as Exhibit 99.1.

Heartland has posted on the “Investor Relations” page of its Internet website (www.htlf.com) supplemental information related to its acquisition of CIC. A copy of the supplemental information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Heartland is not undertaking any obligation to update this presentation.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

99.1 Press Release dated October 23, 2015

99.2 Supplemental Information dated October 23, 2015- furnished pursuant to 7.01 as part of this Current Report on Form 8-K and is not to be deemed "filed: for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

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.

Date: October 23, 2015	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1

CONTACT:	FOR IMMEDIATE RELEASE
Bryan R. McKeag
Executive Vice President
Chief Financial Officer
(563) 589-1994
bmckeag@htlf.com

HEARTLAND FINANCIAL USA, INC. TO ACQUIRE

CIC BANCSHARES, INC. IN COLORADO

Dubuque, Iowa, October 23, 2015-Heartland Financial USA, Inc. (NASDAQ: HTLF) announced today that it has entered into a definitive merger agreement with CIC Bancshares, Inc. (CIC), parent company of Centennial Bank, headquartered in Denver, Colorado. According to terms of the Agreement, Heartland will acquire CIC in a transaction valued at approximately $83.5 million, of which approximately 20 percent would be payable in cash and approximately 80 percent would be payable by issuance of Heartland common stock. Heartland expects the transaction to be accretive to its earnings per share within the first year of combined operations.

Under terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, the outstanding shares of CIC Bancshares will be converted into a combination of cash and shares of Heartland common stock. Simultaneous with closing of the transaction, Centennial Bank will be merged into Heartland’s Colorado-based subsidiary, Summit Bank & Trust, with the resulting institution operating under the Centennial Bank name. The transaction is expected to be a tax-free exchange with respect to the stock consideration received by the shareholders of CIC.

The transaction is subject to approvals by shareholders of CIC Bancshares, Inc. and bank regulatory authorities, and is expected to close during the first quarter of 2016, with a systems conversion in the second quarter of 2016.

With assets of approximately $722 million, loans of $551 million and deposits of $638 million as of June 30, 2015, Centennial Bank is a 20-year-old commercial bank acquired five years ago by CIC Bancshares. It is recognized as one of the fastest growing banks in the state of Colorado. Centennial operates 14 Colorado locations including four offices in the Denver-Aurora-Lakewood MSA. On a pro forma basis, Heartland will have 108 full-service banking locations after closing the CIC Bancshares and pending Premier Valley Bank transactions.

“We are excited about the prospect of expanding the Heartland footprint in Colorado, an economically strong and vibrant region,” said Lynn B. Fuller, Chairman and CEO of Heartland. “Centennial Bank is an excellent fit for our community banking business model, and its locations significantly expand our presence in the Front Range of Colorado into Denver and attractive mountain communities. Centennial is a healthy bank that presents excellent opportunity to build on its solid market share with business and retail customers.”

Kevin W. Ahern, Chairman and CEO of CIC Bancshares, Inc., said, “Our board views this merger as an excellent move for the customers and stockholders of Centennial Bank. As we considered our strategic direction, including the importance of identifying a potential quality merger partner, Heartland stood out as an excellent fit. We are pleased to partner with a strong company committed to face-to-face customer service and locally based community banking that will continue our tradition of strong community support.

“This affiliation with the Heartland family of commercial banks will allow us to press forward with our strategic objectives for Centennial Bank and ensure we continue to inspire possibilities for our associates, clients, and communities. We believe our customers will benefit from this merger and gain access to a wide selection of convenient financial products and services,” added Ahern.

James L. Basey, Centennial Bank’s President and CEO said, “Since the creation of Centennial Bank in 2010, during the Great Recession, we have focused on generating strong organic growth. Joining with Heartland is an exceptional opportunity to further leverage our growth. We look forward to expanded lending capacity and enhanced technology with a focus on treasury management services, and significant backroom support from Heartland.”

Fuller concluded, “Centennial Bank brings a solid and experienced leadership team that will strengthen our position in Colorado. Kevin Ahern and James Basey are successful long-time bankers in the Colorado banking market and we are excited both will be joining our Colorado bank and the Heartland team.”

To access an investor overview of the proposed transaction, Visit www.htlf.com Investor Relations Presentations, or use this link: http://www.snl.com/irweblinkx/presentations.aspx?iid=1021344

Piper Jaffray & Co. served as financial advisor to CIC Bancshares and Bieging Shapiro & Barber LLP served as CIC Bancshares’ legal advisor. Panoramic Capital Advisors Inc. served as financial advisor to Heartland, and Dorsey & Whitney LLP served as Heartland’s legal advisor.

* * * * *

Additional Information about the Merger and Where to Find It

This communication is being made in respect of a proposed merger transaction involving Heartland Financial USA, Inc. and CIC Bancshares, Inc. In connection with the transaction, Heartland Financial USA, Inc. will file a registration statement with the SEC that will include a proxy statement/prospectus to be used by CIC Bancshares, Inc. at the special meeting it will call to approve the merger. Shareholders are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about the proposed transaction.

The final proxy statement/prospectus will be mailed to CIC Bancshares, Inc. shareholders of record at the record date for the special meeting of the shareholders to be held to approve the proposed transaction. In addition, the registration statement on form S-4 that includes preliminary and final versions of the proxy statement/prospectus and other relevant documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov.

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About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. is a $6.7 billion diversified financial services company providing banking, mortgage, private client, investment, insurance and consumer finance services to individuals and businesses. Heartland currently has 89 banking locations in 66 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri and Texas, with mortgage loan production offices in California, Nevada and Idaho. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.

About Centennial Bank

Centennial Bank is a growing Colorado bank with more than $700 million in assets and a total of 14 branch locations. The bank provides relationship-first banking services to businesses and individuals throughout the Colorado Front Range, foothills and select mountain communities. As entrepreneurs, the bank seeks to meet the needs of businesses large and small, established and growing, through innovative solutions informed by local knowledge. As a community minded bank, the interests of customers, shareholders, and communities are at the forefront of the bank’s values. Centennial Bank is a wholly-owned subsidiary of CIC Bancshares, Inc. For more information, please visit www.CentennialBanking.com.

Safe Harbor Statement

This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartland’s financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartland’s management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors included in Heartland’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, include, among others: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war, (iii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

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EX-99.2

Acquisition of CIC Bancshares, Inc. and Centennial Bank GETTING TO CRITICAL MASS IN COLORADO October 23, 2015 Lynn B. Fuller Chairman and CEO Trading Symbol HTLF | www.htlf.com

2 Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this presentation that are not statements of historical fact are forward-looking statements. These forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may”, “would”, “could”, “will”, “expect”, “anticipate”, “project”, “believe”, “intend”, “plan” and “estimate”, as well as similar expressions. These forward-looking statements include statements related to our projected growth, our anticipated acquisitions, including statements related to the expected timing, completion and other effects our anticipated acquisitions, our anticipated future financial performance, and management’s long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, or business and growth strategies, including projections of future amortization and accretion, the impact of the expiration of loss share agreements, anticipated internal growth and plans to establish or acquire banks or the assets of failed banks. These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ materially from those anticipated in such statements. Potential risks and uncertainties include the following: > the inability to obtain the requisite regulatory and shareholder approvals for the anticipated acquisitions and meet other closing terms and conditions; > the reaction to the anticipated acquisitions of all the banks’ customers, employees and counter-parties or difficulties related to the transition of services; > general economic conditions (both generally and in our markets) may be less favorable than expected, which could result in, among other things, a continued deterioration in credit quality, a further reduction in demand for credit and a further decline in real estate values; > the general decline in the real estate and lending markets, particularly in our market areas, may continue to negatively affect our financial results; > our ability to raise additional capital may be impaired if current levels of market disruption and volatility continue or worsen; > we may be unable to collect reimbursements on losses that we incur on our assets covered under loss share agreements with the FDIC as we anticipate; > costs or difficulties related to the integration of the banks we may acquire may be greater than expected; > restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals; > legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect us; > competitive pressures among depository and other financial institutions may increase significantly; > changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired; > other financial institutions have greater financial resources and may be able to develop or acquire products that enable them to compete more successfully than we can; > our ability to attract and retain key personnel can be affected by the increased competition for experience employees in the banking industry; > adverse changes may occur in the bond and equity markets; > war or terrorist activities may cause further deterioration in the economy or cause instability in credit markets; > economic, governmental or other factors may prevent the projected population, residential and commercial growth in the markets in which we operate; and > we will or may continue to face the risk factors discussed from time to time in the periodic reports we file with the SEC. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A, Risk Factors, in our Annual Report on form 10-K for the year ended December 31, 2014, for a description of some of the important factors that may affect actual outcomes.

3 Additional Information about the Merger and Where to Find it. In connection with the proposed merger transaction, Heartland Financial USA, Inc. will file a registration statement on From S-4 with the SEC to register Heartland Financial, USA, Inc. shares that will be issued to CIC Bancshares, Inc. shareholders in connection with the transaction. The registration statement will include a proxy statement of CIC Bancshares, Inc. and a prospectus of Heartland Financial USA, Inc. as well as other relevant documents concerning the proposed transaction. The registration statement and the proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about Heartland Financial USA, Inc., CIC Bancshares, Inc. and the proposed transaction and related matters. WE URGE SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS) BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Security holders may also obtain free copies of these documents and other documents filed with the SEC, at the SEC’s website at https://www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by Heartland Financial USA, Inc. at its website at https://www.htlf.com (which website is not incorporated herein by reference) or by contacting Bryan R. McKeag by telephone at 563-589-1994. Security holders may also obtain free copies of the documents of CIC Bancshares, Inc. at its website at https://www.cicbancshares.com (which website is not incorporated herein by reference) or by contacting J.Daniel Patten by telephone at 720-873-3780. Heartland Financial USA, Inc., CIC Bancshares, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CIC Bancshares, Inc. in connection with the proposed merger. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be provided in the proxy statement/prospectus described above when it is filed with SEC. Additional information regarding each of Heartland Financial USA, Inc. directors and executive officers, including shareholdings is included in Heartland Financial USA, Inc. definitive proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 6, 2015. You can obtain free copies of this document from Heartland Financial USA, Inc. using the contact information above.

4 Transaction Rationale Achieving Critical Mass in Colorado Financially Attractive Strategic Value • Expansion of HTLF Colorado franchise to $875 million in assets and 17 locations, establishing strong presence in Denver metropolitan market and Colorado mountain resort areas • Acquisition of an institution with consistent performance in earnings and credit quality and strong and proven management • Opportunities to grow C& I lending and develop Private Client Services and Mortgage banking activities at Centennial Bank • Opportunities for further expansion and acquisitions within Colorado. Existing management has long acquisition record • Estimated 4% EPS accretion in 2016 increasing to mid to high single digit thereafter • IRR in excess of HTLF target of 15% • Accretive to tangible book value in approximately 3 years • Advances the balancing of HTLF assets between Midwest and West • Centennial Bank shares commitment to HTLF’s core values, community banking model and community involvement • Ability to leverage HTLF’s mortgage and Private Client Services across Centennial Bank footprint • Enhanced opportunity for expanding commercial relationship by taking advantage of HTLF C&I lending expertise and Treasury Management Services • Diversifies existing Income stream

5 Profile of Centennial Bank: A business bank serving the key Colorado markets Now Retail Time Jumbo and Brokered Consumer & Other 0.5% Financial Highlights Centennial Bank (a) ($ millions) Assets $ 722 Gross Loans $ 551 Deposits $ 638 Efficiency Ratio (YTD) 74.22% Tier 1 Leverage ratio 9.31% NPAs/Assets 0.71% Net Interest Margin 4.10% YTD ROAA 0.56% Company Overview (a) As of 06/30/2015 Source: Centennial Bank Established: 2010 (CIC Bancshares, Inc.), 1986 (Centennial bank) Headquarters: Denver, CO 14 locations throughout Colorado with a strong presence in the Denver metro market Deposit Composition (a)Loan Composition (a) C&I 15.3% CRE 36.1% C&D 12.8% SFR 35.3% MMDAs & Savings 42.3%24.1% Demand 10.9% 9.1% 13.6%

6 Centennial Bank Operates at the Heart of Colorado’s Economy and Dovetails HTLF’s Existing Footprint Branches of Centennial Bank Branches of Summit Bank & Trust (HTLF) CIC Bancshares, Inc.

7 An Expanding Franchise Heartland Financial USA, Inc. Premier Valley Bank (Pending Acquisition) 12 89 14 29

8 Transaction Overview and Financial Impact Transaction Structure Assumptions Financial Impact • HTLF merged Colorado operations to operate as Centennial Bank and under existing CIC management • Approximately $83.5 million transaction value. As part of the consideration HTLF will assume $3 million Series B Convertible Preferred and $2 million Convertible Notes of CIC • 80% common stock / 20% cash • Price / Tangible Book Value of 147% • Anticipated Q1 2016 closing subject to shareholder and regulatory approvals • HTLF stock pricing: 15% collars around a $35.87 midpoint • Assumptions based on comprehensive due diligence • One-time pre-tax transaction costs estimated to be $7.0 million • Cost savings modeled at approximately 25% of CIC Bancshares non-interest expense base • Substantial credit diligence undertaken; expected credit mark of 2.5% • No revenue synergies are modeled, but they are expected • Estimated 4% EPS accretion in 2016 increasing to mid to high single digit thereafter • IRR in excess of HTLF target of 15% • Accretive to tangible book value in approximately 3 years • HTLF pro forma capital ratios well in excess of “well-capitalized” guidelines following close

9 Transaction Summary • Transaction expected to enhance earnings growth and overall shareholder value for both HTLF and CIC Bancshares shareholders • Brings HTLF to critical mass in key Colorado markets by raising total assets close to $1 Billion target • Similar culture and complementary business lines • Pro forma institution expected to be well-capitalized and an acquirer of choice in Colorado • Continues to increase liquidity in HTLF shares • Increases Centennial Bank’s ability to serve larger customers, through increased lending limit, enhanced Commercial lending, Treasury Management Services and Wealth Management products • Leverages the mortgage banking platform of HTLF

10 Contact Information