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
October 25, 2019
Date of Report (Date of Earliest Event Reported)
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| IOWA | 0-32637 | 42-1039071 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
405 FIFTH STREET
AMES, IOWA 50010
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (515) 232-6251
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common stock |
ATLO |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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.
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Item 8.01. |
Other Events |
On October 25, 2019, Ames National Corporation (the “Company”) announced the completion of the acquisition of all the outstanding stock of Iowa State Savings Bank (“ISSB”), an Iowa state chartered bank, from Iowa Community Bancorp, Inc. (“Iowa Community”) in accordance with the terms of the Stock Purchase Agreement dated July 29, 2019 (the “Purchase Agreement”) by and among ISSB, Iowa Community and the Company (the “Stock Acquisition”). Pursuant to the Purchase Agreement, the Company paid Iowa Community cash of approximately $22.3 million to complete the Stock Acquisition. ISSB, located in Creston, Iowa, has assets of approximately $210 million, loans of approximately $138 million and deposits of approximately $187 million. ISSB will remain a separately chartered bank following the Stock Acquisition, and will continue operations through its five bank offices located in Creston, Lenox, Corning and Diagonal, Iowa.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is included as Exhibit 2 to Form 10-Q as filed with the Securities and Exchange Commission on August 7, 2019, and is incorporated herein by reference.
A copy of the Company’s press release, dated October 28, 2019, announcing the completion of the Stock Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) The following exhibit is furnished as part of this Report.
Exhibit No. Description
99.1 News Release dated October 28, 2019
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.
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AMES NATIONAL CORPORATION |
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Date: October 28, 2019 |
By: |
/s/ John P. Nelson |
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John P. Nelson, President (Principal Executive Officer) |
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Exhibit 99.1
PRESS RELEASE
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FOR IMMEDIATE RELEASE |
CONTACT: |
JOHN P. NELSON |
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PRESIDENT |
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(515) 232-6251 |
October 28, 2019
AMES NATIONAL CORPORATION ANNOUNCES THE ACQUISIITON IOWA STATE SAVINGS BANK
AMES, IOWA –Ames National Corporation (the “Company”) today announced the completion of its previously announced acquisition of Iowa State Savings Bank (“ISSB”) by the Company. ISSB is headquartered in Creston, Iowa with offices in Creston, Lenox, Corning and Diagonal, Iowa. The acquisition was structured as a purchase of all the outstanding stock of ISSB from its parent holding company for a cash payment of approximately $22.3 million.
ISSB has approximately $210 million in assets, $138 million in loans and $187 million in deposits as of October 25, 2019. The addition of ISSB, as a separately chartered wholly owned bank subsidiary of the Company brings a stable loan and deposit customer base, a knowledgeable group of bankers and an improved geographic footprint for the Company. The synergies between ISSB and the Company’s approach to customer service and community involvement are also key components in this strategic acquisition.
John P. Nelson, President & CEO of the Company, commented, “We are pleased to welcome the Iowa State Savings Bank organization to Ames National Corporation. Iowa State Savings Bank will remain a separately chartered bank with local decisions, no name change, no account changes and the current management team continuing to lead the bank. As the Company continues to actively seek growth opportunities to enhance shareholder value, we believe this acquisition will be an excellent fit for our community banking model.”
Ames National Corporation is listed on the NASDAQ Capital Market under the ticker symbol, ATLO. The Company’s affiliate banks include: First National Bank, Ames, Iowa; Boone Bank & Trust Co., Boone, Iowa; State Bank & Trust Co., Nevada, Iowa; Reliance State Bank, Story City, Iowa; United Bank & Trust NA, Marshalltown, Iowa; and Iowa State Savings Bank, Creston, Iowa. Additional information about the Company can be found at www.amesnational.com.