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Section 1: 8-K (CURRENT REPORT)

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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 ofearliest event reported): February 8, 2019
 
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 8.01   Other Events.
 
On February 8, 2019, Hawthorn Bank, a wholly-owned subsidiary of Hawthorn Bancshares, Inc. (NASDAQ: HWBK) completed the sale of its branch located in Branson, Missouri to Branson Bank, Branson, Missouri. Total deposits transferred were approximately $10.6 million while loans assigned to the branch were retained. The sale is expected to result in a pre-tax gain of approximately $2.1 million, subject to certain future adjustments required in the definitive agreement.
 
Item 9.01   Financial Statements and Exhibits.
 
Exhibit No. 99.1     Hawthorn Bancshares, Inc. press release dated February 14, 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.
 
 
 
 Date: February 14, 2019
Hawthorn Bancshares, Inc.
 
By:   /s/ David T. Turner
        Name: David T. Turner                       
        Title: Chairman, CEO and President
 
 
 


 
 
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Section 2: EX-99.1 (PRESS RELEASE)

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Exhibit 99.1
 
Hawthorn Bancshares Announces Sale of
Branson, MO Branch
 
Jefferson City, Mo. — February 14, 2018 — Hawthorn Bank, the wholly-owned subsidiary of Hawthorn Bancshares Inc. (NASDAQ: HWBK), today announced that it has completed the sale of its branch located in Branson, Missouri to Branson Bank, Branson, Missouri. Total deposits transferred were approximately $10.6 million while loans assigned to the branch were retained. The sale is expected to result in a pre-tax gain of approximately $2.1 million, subject to certain future adjustments required in the definitive agreement.
 
Commenting on the transaction, David T. Turner, Chairman, CEO and President of Hawthorn Bank said, “We were pleased with how smoothly this transaction was completed and are confident that Branson Bank will continue to provide the same level of service our customers have come to expect.”
 
Hawthorn Bank continues to operate 22 branch locations, primarily in central and west central Missouri.
 
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, Independence, Columbia, Clinton, 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 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.
 
 
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