UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2012. | | Commission File Number 0-12668 |
HILLS BANCORPORATION
(Exact name of Registrant as specified in its charter)
| Iowa | | 42-1208067 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
131 Main Street, Hills, Iowa 52235
(Address of principal executive offices)
Registrant's telephone number, including area code: (319) 679-2291
Securities Registered pursuant to Section 12 (b) of the Act: None
Securities Registered pursuant to Section 12 (g) of the Act:
No par value common stock
Title of Class
Indicate by check mark if the Registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
o No
R
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No R
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 R No o
Indicate by checkmark whether the Registrant has submitted electronically and posted on its corporate website, 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 R No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registrant S-K (§229.405 of this chapter) is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer R Non-accelerated filer o Smaller Reporting Company o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2012, based on the most recent sale price of $63.90 per share, and 3,858,824 shares held was $246,578,854. Common stock held by non-affiliates excludes 887,569 shares held by directors, executive officers, and under the Registrant’s Employee Stock Ownership Plan.
The number of shares outstanding of the Registrant's common stock as of February 28, 2013 is 4,739,833 shares of no par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement dated March 15, 2013 for the Annual Meeting of the Shareholders of the Registrant held on April 15, 2013 (the “Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.
EXPLANATORY NOTE
Hills Bancorporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2013 (the “Original Filing”) for the sole purpose of correcting cross references to information that is incorporated by reference into Items 10 through 13 of Part III from the Company’s Proxy Statement.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are files as exhibits to this Amendment. Except as discussed above, this Amendment does not reflect events occurring after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. Except as discussed above, all other information in the Original Filing remains unchanged.
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
The information required by Item 10 of Part III is presented under the items entitled “Information Concerning Nominees for Election as Directors,” “Information Concerning Directors Other than Nominees,” “Audit Committee,” and “Corporate Governance and the Boards of Directors” in the Company’s Definitive Proxy Statement dated March 15, 2013 for the Annual Meeting of Stockholders on April 15, 2013. Such information is incorporated herein by reference.
The Company has a Code of Ethics in place for the Chief Executive Officer and Chief Financial Officer. A copy of the Company’s Code of Ethics will be provided free of charge, upon written request to:
Shari DeMaris
Treasurer
Hills Bancorporation
131 Main Street
Hills, Iowa 52235
The executive officers of the Company and the Bank, along with their respective ages and positions held, are identified in the table below.
Name | Age | Position |
| Company |
| Dwight O. Seegmiller | 60 | Mr. Seegmiller, who joined the Company in 1975, has served as its President since 1986. Prior to 1986, Mr. Seegmiller was the Senior Vice President of Lending. |
| | | |
Shari J. DeMaris | 43 | Ms. DeMaris was appointed Secretary, Treasurer and Principal Financial Officer on November 1, 2012, replacing James Pratt whose retirement became effective on October 31, 2012. Ms. DeMaris served as Senior Vice President, Director of Finance since December of 2008. |
| | | |
| Bank |
| Timothy D. Finer | 51 | Mr. Finer has held the position of Senior Vice President, Director of Real Estate Lending since 2005. |
| | | |
| Marty J. Maiers | 55 | Mr. Maiers has held the position of Senior Vice President, Director of Retail Banking since 2008. |
| | | |
| Steven R. Ropp | 52 | Mr. Ropp has held the position of Senior Vice President, Director of Commercial Banking since 2008. |
| | | |
| Bradford C. Zuber | 56 | Mr. Zuber has held the position of Senior Vice President, Director of Trust Services since 1987. |
| Item 11. | Executive Compensation |
The information required by Item 11 of Part III is presented under the items entitled “Compensation Discussion and Analysis,” “Summary of Cash and Certain Other Compensation Paid to the Named Executive Officers,” “Compensation and Incentive Stock Committee Interlocks and Certain other Transactions with Executive Officers and Directors,” and “Compensation and Incentive Stock Committee Report” in the Company’s Definitive Proxy Statement dated March 15, 2013 for the Annual Meeting of Stockholders on April 15, 2013. Such information is incorporated herein by reference.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by Item 12 of Part III is presented under the item entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Definitive Proxy Statement dated March 15, 2013 for the Annual Meeting of Stockholders on April 15, 2013. Such information is incorporated herein by reference.
The following table sets forth information regarding the Company’s equity compensation plan as of December 31, 2012, all of which relates to stock options issued under stock option plans approved by stockholders of the Company.
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] | |
| Equity compensation plans approved by security holders | | | 17,985 | | | $ | 47.62 | | | | 76,186 | |
| Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | |
| Total | | | 17,985 | | | $ | 47.62 | | | | 76,186 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
The information required by Item 13 of Part III is presented under the items entitled “Corporate Governance and the Boards of Directors,” and “Compensation and Incentive Stock Committee Interlocks and Certain other Transactions with Executive Officers and Directors” in the Company’s Definitive Proxy Statement dated March 15, 2013 for the Annual Meeting of Stockholders on April 15, 2013. Such information is incorporated herein by reference.
| Item 14. | Principal Accounting Fees and Services |
Information required by this item is contained in the Company’s Definitive Proxy Statement dated March 15, 2013 for the Annual Meeting of Shareholders on April 15, 2013, under the heading “Independent Registered Public Accounting Firm – Audit and Other Fees,” which section is incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HILLS BANCORPORATION |
| |
| Date: August 1, 2013 | By: /s/Dwight O. Seegmiller |
| Dwight O. Seegmiller, Director, President and Chief Executive Officer |
| |
| Date: August 1, 2013 | By: /s/Shari DeMaris |
| Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer |
EXHIBIT INDEX
| Rule 13-a-14(a) Certification - Principal Executive Officer |
| |
| Rule 13-a-14(a) Certification - Principal Financial Officer |
