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
May 11, 2005
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Date of Report (Date of Earliest Event Reported)
AMES NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
IOWA 0-32637 42-1039071
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
405 FIFTH STREET
AMES, IOWA 50010
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (515) 232-6251
NOT APPLICABLE
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(Former Name or Former Address if Changed Since Last Report)
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Item 7.01 Regulation FD Disclosure.
The Board of Directors (the "Board") of Ames National Corporation (the
"Company"), at a meeting held on May 11, 2005, approved a three-for-one stock
split of the Company's common stock under which each holder of common stock as
of the record date for the stock split would be entitled to receive two
additional shares of common stock for each one share of common stock owned as of
such record date. The purpose of the stock split is to reduce the trading price
of the common stock to a range that will be more attractive to investors. To
accommodate the stock split, the Board also adopted an amendment to the Restated
Articles of Incorporation of the Company (the "Restated Articles") to increase
the Company's authorized capital stock from 6 million to 18 million shares of
common stock and reduce the par value of the common stock from $5.00 per share
to $2.00 per share. The proposed amendment to the Restated Articles will be
submitted to the shareholders for approval at a special meeting of shareholders
to be held on June 15, 2005. The proposed stock split is contingent upon
approval of the amendment to Restated Articles, as the Company would not
otherwise have a sufficient number of authorized shares to complete the stock
split. If the amendment is approved by the shareholders, the record date and
effective date for the stock split will be publicly announced by the Company in
accordance with the rules of the NASDAQ SmallCap Market.
The Board also adopted proposed amendments to the Restated Articles to implement
certain provisions relating to limitation of liability of directors for monetary
damages and indemnification of directors and officers as authorized by recent
amendments to the Iowa Business Corporation Act. If these amendments are
approved by the shareholders at the special meeting, the indemnification
provisions currently contained in Article 9 of the Company's bylaws will be
repealed and replaced by the indemnification provision adopted as part of the
Restated Articles.
The Board also took action to cancel 16,164 shares of common stock that
previously had been held as treasury stock, with the effect that such shares
have now been returned to the status of authorized but unissued shares.
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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.
AMES NATIONAL CORPORATION
Date: May 12, 2005 By: /s/ Daniel L. Krieger
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Daniel L. Krieger, President
(Principal Executive Officer)
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