<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
HEARTLAND BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
April 11, 1977
Dear Fellow Stockholders:
By now you have received the first Annual Report of Heartland Bancshares,
Inc. (the "Company") along with the Company's proxy statement and white proxy
card in connection with the Company's upcoming Annual Meeting of Stockholders to
be held on April 24, 1997. Soon after the Company mailed these materials to you,
the Company was informed by one of its stockholders, Barrett Rochman of
Carbondale, Illinois that he intended to solicit proxies in opposition to the
Company's nominees and in favor of a proposal calling for the Company to be
sold. THE BOARD OF DIRECTORS DOES NOT SUPPORT THIS PROPOSAL AND URGES YOU TO
VOTE FOR THE REELECTION OF DIRECTORS CALCATERRA AND CROSS AND AGAINST MR.
ROCHMAN'S PROPOSAL TO SELL THE COMPANY.
THE BOARD'S NOMINEES ARE MORE QUALIFIED THAN MR. ROCHMAN AND HIS CANDIDATE
The Company has chosen Paul Calcaterra and B.D. Cross as its nominees for
the two director positions to be filled at the Annual Meeting. Both Mr.
Calcaterra and Mr. Cross currently serve as directors of the Company and of
Heartland National Bank (the "Bank") and loyally served as directors of the
Bank's predecessor, First Federal Savings and Loan Association of Herrin and
Carterville for a number of years. Both men are active in our communities and
have provided exemplary service to the Company and the Bank, particularly in
connection with the national bank conversion and the Company's highly successful
initial public offering.
By contrast, Mr. Rochman has made clear that his only interest is in
selling your Bank at the earliest possible opportunity. He has expressed no
interest in the business of the Bank or in serving the communities of Herrin and
Carterville.
Mr. Rochman seems to think that he is owed a position on the Board solely
by virtue of his significant share ownership. But with such ownership comes
responsibilities which we believe he consistently ignores. The federal
securities laws require any stockholder owning more than 5.0% of the Company's
stock to make certain filings with the Securities and Exchange Commission
disclosing share ownership information and his intentions with respect to, among
other items, changing the Board of Directors. By law, such filings must be
promptly amended to reflect material increases or decreases in the number of
shares owned or changes in the stockholders' intentions. We believe Mr. Rochman
may have failed to comply with these laws. In his letter to you, Mr. Rochman
claims to be the owner of 79,864 shares of the common stock of the Company. Yet,
in his filings with the Securities and Exchange Commission he only reported
owning 53,615 shares. His SEC filings also stated that he had no plans to change
the Board of Directors. Yet, he's running against the Board's nominees. There
has been no adjudication in any court or by the SEC or by any regulatory agency
as to Mr. Rochman's compliance with federal securities laws. However, we believe
that Mr. Rochman's actions, as described above, do not make him a suitable
candidate for election as a director of your Company.
THIS IS NOT THE TIME TO SELL THE COMPANY
---
Mr. Rochman also intends to bring a proposal before the meeting calling for
the Board
<PAGE>
of Directors to sell the Company. The text of this proposal is set forth on the
attached page entitled "Additional Information." THE BOARD OF DIRECTORS OF THE
COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
Your Board of Directors is vested with the responsibility of running the
Company. As such, the Board is obliged to take actions which it deems are in the
best interests of stockholders -- all stockholders. We will continue to explore
ways of enhancing shareholder value. Mr. Rochman makes unsubstantiated claims
regarding selling the Company at a substantial premium. Common sense will tell
you, however, that a seller does not obtain the highest price available when
forced to sell at an inopportune time. We do not believe your interests will be
served by hanging out a "For Sale" sign or by replacing two experienced and
loyal directors with individuals who lack experience running a bank. We believe
the community in which we do business would be hurt by the sale of an
independent institution that has been a part of the Herrin and Carterville areas
since 1949.
VOTE THE WHITE PROXY!
-----
Please note that we have enclosed a white proxy card setting forth the
Company's nominees for director and the proposal of Mr. Rochman. THE BOARD OF
DIRECTORS URGES YOU TO VOTE FOR THE NOMINEES FOR DIRECTOR AND AGAINST THE
PROPOSAL OF MR. ROCHMAN. As disclosed on the original proxy card you received
from the Company, by signing and returning such proxy, you gave the Board of
Directors discretionary authority to vote the original proxy as it determined
with respect to matters that it did not know, a reasonable time before the
solicitation, would be brought before the meeting. The Company intends to use
such discretionary authority to vote AGAINST Mr. Rochman's proposal. If you have
previously received a blue proxy card from Mr. Rochman and voted it in any
manner, you have cancelled any white proxy card previously submitted to the
Company and you may have given Mr. Rochman authority you never intended. If you
have voted a blue proxy card, we urge you to now change your vote by signing and
returning the white proxy card. You may bring your proxy card to the Bank at
either Herrin or Carterville or mail it in the enclosed envelope. If you own
shares in the name of a brokerage firm, only your broker can vote your shares on
your behalf and only after receiving your specific instructions. Please call
your broker and instruct him/her to execute a white proxy card on your behalf.
You should also promptly sign, date and mail your white proxy card when you
receive it from your broker. Please do so for each separate account you
maintain.
On behalf of the Board of Directors, we appreciate your loyalty and support
to the Company. Please feel free to contact me or any of the members of the
Board of Directors with any questions.
Sincerely,
/s/ Roger O. Hileman
Roger O. Hileman
President and Chief Executive Officer
<PAGE>
ADDITIONAL INFORMATION
NAME AND BUSINESS ADDRESS TRANSACTIONS IN SHARES OF THE COMPANY'S
- ------------------------- ---------------------------------------
COMMON STOCK (1) (2)
------------
Paul R. Calcaterra 25,000 shares - 6/28/96 (purchase)
821 N. 29th Street
Herrin, Illinois 62948
B.D. Cross (3) 25,000 shares - 6/28/96 (purchase)
Roger O. Hileman 10,000 shares - 7/1/96 (purchase)
318 South Park Avenue 11,000 shares - 7/1/96 (purchase)
Herrin, Illinois 62948 3,000 shares - 7/2/96 (purchase)
Charles Stevens 25,000 shares - 6/28/96 (purchase)
1000 W. Grand Avenue
Carterville, Illinois 62918
James C. Walker (3) 25,000 shares - 6/28/96 (purchase)
Randall A. Youngblood 25,000 shares - 6/28/96 (purchase)
305 N. 16th Street
Herrin, Illinois 62948
______________
(1) The Company's initial public offering was completed on June 28, 1996. No
shares were issued or outstanding prior to that date.
(2) A part of the purchase price of the shares purchased by certain directors
represented funds borrowed from a financial institution. The current
outstanding balance of each such loan is as follows: Mr. Calcaterra:
$190,000, Mr. Hileman: $240,000, and Mr. Stevens: $165,000
(3) Retired
Except as described in the Company's Proxy Statement dated March 28, 1997,
none of the persons listed above, nor any of their associates, have any
contracts, arrangements or understandings with any person with respect to any
securities of the Company, any arrangement or understanding with any person with
respect to future employment by the Company or its affiliates or any arrangement
or understanding with any person with respect to any future transactions to
which the Company or its affiliates will be a party.
Although no precise amount of the total cost of solicitation can be
made at this time, it is currently estimated that total expenditures (excluding
amounts normally expended for a solicitation for an election of directors in
the absence of a contest and salaries paid to regular officers and employees)
will be $18,500, of which approximately $8,000 has been expended to date.
The text of Mr. Rochman's proposal is as follows:
"RESOLVED, that the shareholders of Heartland Bancshares recommend
that the Board of Directors undertake an appropriate study and engage an
investment banker, subsequent to June, 1997, to examine the feasibility of a
sale of Heartland Bancshares and to determine whether such a sale is in the best
interests of shareholders and further recommend that the Board of Directors
prepare a report, at reasonable expense, regarding its study for distribution to
shareholders within six months after the 1997 Annual Meeting of Shareholders."
<PAGE>
REVOCABLE PROXY
HEARTLAND BANCSHARES, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints James C. Walker, Randall A. Youngblood
and Charles Stevens with full powers of substitution to act, as attorneys and
proxies for the undersigned, to vote all shares of Common Stock of Heartland
Bancshares, Inc. which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Annual Meeting"), to be held at the Herrin Civic Center,
101 South 16th Street, Herrin, Illinois on Thursday, April 24, 1997 at 2:00
p.m., local time, and at any and all adjournments thereof, as indicated below
and in accordance with the determination of a majority of the Board of Directors
with respect to other matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all the
nominees listed below (except as
marked to the contrary below). [ ] [ ]
B. D. Cross
Paul R. Calcaterra
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR
ANY INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S
NAME ON THE LINE PROVIDED BELOW.
2. Approval of the shareholder proposal of Mr. Rochman regarding
the sale of the Company.
FOR AGAINST ABSTAIN
--- ------- -------
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE
AND "AGAINST" THE SHAREHOLDER PROPOSAL LISTED ABOVE.
- --------------------------------------------------------------------------------
_______________________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AND AGAINST THE SHAREHOLDER
---
PROPOSAL LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSONS AS DIRECTORS WHERE
THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS
INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting, an Annual Report for the 1996 fiscal year and supplemental
materials received from the Company.
Dated: ________________________, 1997
- ------------------------- --------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------- --------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
