SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Office of Thrift Supervision Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Heartland Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
Barrett Rochman
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rule O-11(c)(1)(iii), 14a-6(i)(l), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total fee paid:
N/A
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[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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: Not Applicable
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2) Form Schedule or Registration Statement No.:
N/A
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3) Filing Party:
N/A
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4) Date Filed:
N/A
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<PAGE>
PROXY STATEMENT
OF
BARRETT ROCHMAN
P.O. BOX 3074
CARBONDALE, ILLINOIS 62902
SOLICITATION OF PROXIES IN OPPOSITION
TO PROXIES SOLICITED BY THE BOARD OF DIRECTORS
FOR USE AT THE
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
HEARTLAND BANCSHARES, INC.
GENERAL
This Proxy Statement and the enclosed BLUE PROXY are being sent to the
holders of common stock of Heartland Bancshares, Inc. in connection with the
solicitation by Mr. Barrett Rochman of proxies to be voted at the upcoming
1997 Annual Meeting of Shareholders of Heartland Bancshares, and at any and
all adjournments of such meeting. You have recently received the Notice of
Annual Meeting of Shareholders, Proxy Statement and Proxy relating to the 1997
Annual Meeting from the Board of Directors of Heartland Bancshares. The
Annual Meeting will be held at 2:00 p.m., local time, on Thursday, April 24,
1997, at the Herrin Civic Center, 101 South 16th Street, Herrin Illinois. In
accordance with applicable federal securities laws, I have delivered this
Proxy Statement and the accompanying BLUE PROXY to Heartland Bancshares on
____________, 1997 for prompt mailing to all shareholders of Heartland
Bancshares.
Based upon information available to me, I believe that there were
approximately 876,875 shares of common stock, $.01 par value per share, of
Heartland Bancshares outstanding as of the close of business on December 31,
1996. Each share of Heartland Bancshares is entitled to one vote on each
matter to be considered at the Annual Meeting. The address of Heartland
Bancshares principal office is 318 South Park Avenue, Herrin, Illinois 62948.
The proxy statement and proxy that you recently received from the Board
of Directors of Heartland Bancshares is VERY DIFFERENT from this Proxy
Statement and the accompanying BLUE PROXY in that both the Board of Directors
of Heartland Bancshares and I are separately attempting to obtain authority
from you in order to vote your shares in accordance with our respective
recommendations. You are receiving this Proxy Statement and the enclosed BLUE
PROXY from me. If you have already signed and returned your proxy to
Heartland Bancshares, please sign, date and return the enclosed BLUE PROXY to
me. If you have NOT yet returned your proxy to Heartland Bancshares, please
do not do so.
If you have already signed and returned a proxy to Heartland Bancshares
and if you then also sign and return a BLUE PROXY to me, only the most
recently dated proxy card will be counted. You may NOT use the BLUE PROXY to
vote for certain matters and also use the proxy card sent to you by the Board
of Directors of Heartland Bancshares to vote for other matters -- ONLY ONE
PROXY
<PAGE>
WILL BE COUNTED AND USED AT THE 1997 ANNUAL MEETING OF SHAREHOLDERS. A
SHAREHOLDER CANNOT USE THE PROXY THAT WAS PROVIDED BY THE BOARD OF DIRECTORS
OF HEARTLAND BANCSHARES TO VOTE FOR MR. CHARLES W. DECKER AND ME AS DIRECTORS.
I am soliciting proxies for use at the 1997 Annual Meeting (i) to vote in
favor of the election of Chuck Decker and me to the Board of Directors of
Heartland Bancshares, (ii) to vote in favor of my proposal pertaining to the
recommendation to Heartland Bancshares' Board of Directors to consider a sale
of Heartland Bancshares, and (iii) to vote in my discretion on such other
matters that may properly be presented at the 1997 Annual Meeting I do not
intend to vote in favor of Paul Calcaterra or B.D. Cross who are Heartland
Bancshares' management nominees to serve as directors.
I urge you to vote FOR the election of Chuck Decker and me as directors
of Heartland Bancshares and FOR my proposal pertaining to the consideration of
a sale of Heartland Bancshares by signing, dating and returning the enclosed
BLUE PROXY as soon as possible. I also urge you to sign, date and return the
enclosed BLUE PROXY even if you plan to attend the 1997 Annual Meeting.
IMPORTANT -- PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED BLUE PROXY AND
RETURN IT TO ME AS SOON AS POSSIBLE IN THE SELF-ADDRESSED, POSTAGE-PREPAID
ENVELOPE PROVIDED. EVEN THOUGH YOU MAY HAVE ALREADY RETURNED YOUR PROXY CARD
RELATING TO THE 1997 ANNUAL MEETING OF SHAREHOLDERS TO THE BOARD OF DIRECTORS
OF HEARTLAND BANCSHARES. IF YOU HAVE NOT YET RETURNED YOUR PROXY CARD TO
HEARTLAND BANCSHARES, PLEASE DO NOT SIGN OR RETURN IT TO HEARTLAND BANCSHARES
BECAUSE IF YOU DO SO, IT MAY REVOKE THE BLUE PROXY THAT YOU RETURN TO ME. YOU
MAY REVOKE ANY PROXY BY MERELY SIGNING AND RETURNING A NEW PROXY (DATED
SUBSEQUENT TO ANY PREVIOUS PROXY), BY ATTENDING THE ANNUAL MEETING AND VOTING
IN PERSON OR BY SENDING ME A WRITTEN NOTICE OF REVOCATION OF YOUR PROXY AT THE
ADDRESS SHOWN ON PAGE 1.
REMEMBER -- ONLY THE LATEST DATED PROXY THAT YOU SIGN AND RETURN WILL BE
VALID AND WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
THE PROXIES THAT I RECEIVE WILL BE EXERCISED ONLY AT THE UPCOMING 1997
ANNUAL MEETING OF SHAREHOLDERS OF HEARTLAND BANCSHARES AND AT ANY ADJOURNMENT
THEREOF. THE PROXIES WILL NOT BE USED FOR ANY OTHER MEETING AND MAY BE
REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED.
IT IS CRITICAL THAT YOU SIGN YOUR BLUE PROXY EXACTLY AS YOUR NAME APPEARS
ON YOUR STOCK CERTIFICATE OF HEARTLAND BANCSHARES.
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<PAGE>
IF YOU OWN YOUR STOCK
JOINTLY, BOTH OWNERS SHOULD SIGN THE BLUE PROXY.
Shares of common stock of Heartland Bancshares represented by properly
executed BLUE PROXIES will be voted in the manner which you direct or, if no
specific direction is given, will be voted FOR the election of Chuck Decker
and me to the Board of Directors of Heartland Bancshares and FOR my proposal
pertaining to the consideration of a sale of Heartland Bancshares. In
addition, shares of common stock of Heartland Bancshares represented by
properly executed BLUE PROXIES will be voted in my discretion on any other
matters that may properly be presented at the 1997 Annual Meeting. I am not
aware that any such other matters will be presented at the 1997 Annual
Meeting.
Proxies marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated by brokers as
not voted will not be counted as votes cast. Instructions to withhold
authority to vote for me as a director will result in my receiving fewer votes
in favor of my election as a director. Proxies marked as abstentions, broker
non-votes or as withholding authority to vote for me as a director, however,
will be treated as shares present for purposes of determining whether a quorum
for the Annual Meeting is present.
REASONS THAT I AM SOLICITING PROXIES
I want to seriously explore selling Heartland Bancshares as soon as
possible because I believe that we can obtain a favorable price for our
shares. You should know that no discussions regarding a sale of Heartland
Bancshares can occur until after July, 1997 because of a requirement imposed
by the Office of Thrift Supervision. However, I believe that the Board should
immediately pursue a sale of Heartland Bancshares once July has passed. One
problem I have with the current Board is that the directors have said they are
not interested in selling Heartland Banchares anytime soon. I feel that if we
act promptly, we can sell Heartland Bancshares for a substantial premium over
the initial offering price last year of $10 per share.
Any such sale, of course, would require the approval of shareholders of
Heartland Bancshares before the sale could occur. A vote for Chuck Decker and
me is a vote for people who will try to get a sale accomplished.
Another problem I have with the current directors is that they receive
about $900 each month in directors fees from Heartland Bancshares and
Heartland National Bank. That is almost $11,000 a year. I think those fees
are too high. These fees are disproportionately high when compared to
directors fees paid to similarly-sized banks in our area. I would like to see
the directors fees reduced.
I have determined to seek a position on the Board of Directors in an
effort to encourage the Board to seek an appropriate sale of Heartland
Bancshares and to maximize all shareholders' investment in Heartland
Bancshares.
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<PAGE>
I believe that I can serve the best interests of the shareholders of
Heartland Bancshares. Given that I am the largest shareholder of Heartland
Bancshares, my interests as a shareholder are aligned with the interests of
shareholders of Heartland Bancshares as a whole. I believe that I am
qualified to serve as a director of Heartland Bancshares because, among other
reasons, I am a business executive with over 30 years of experience as a real
estate investor. My real estate investment business represents parties who
own in the aggregate property valued at over $500 million. In addition, I am
very familiar with the market served by Heartland National Bank.
Chuck Decker is an attorney and an insurance broker and is Director of
Consolidated Insurance Agency, Inc. Mr. Decker has 29 years of experience in
his field.
I need your support in order to elect Chuck Decker and myself to the
Board of Directors of Heartland Bancshares. I am genuinely interested in
Heartland Bancshares and, if elected as a director, I will make every effort
to enhance the value of your Heartland Bancshares stock.
In the event that Chuck Decker and I are elected to the Board of
Directors, we would obtain only a minority representation on the Board. Since
Chuck Decker and I would constitute a minority of Heartland Bancshares' Board
of Directors, if elected, the adoption of any measures aimed at selling
Heartland Bancshares or at enhancing the value of Heartland Bancshares common
stock would require the approval of at least two of the other directors of
Heartland Bancshares.
Under federal securities laws, I beneficially own 79,864 of the
outstanding shares of common stock of Heartland Bancshares, but I disclaim
ownership of 1,426 shares owned by my wife. Chuck Decker, through his wife,
beneficially owns shares of common stock of Heartland Bancshares. Assuming
that 876,875 shares of common stock of Heartland Bancshares are outstanding,
the shares that I own represent approximately 9.1% and Chuck Decker's shares
represent approximately 2.85% of the outstanding shares of common stock of
Heartland Bancshares. As such and based upon information available to me, I
am the largest shareholder of Heartland Bancshares and presently own more
shares of common stock of Heartland Bancshares than any single director owns.
Chuck Decker, through his wife, beneficially owns almost as many shares as any
single director of Heartland Bancshares.
APPROVAL OF MY PROPOSAL
At the 1997 Annual Meeting, I intend to propose that the shareholders of
Heartland Bancshares adopt the following resolution:
RESOLVED, that the shareholders of Heartland Bancshares recommend that
the Board of Directors undertake an appropriate study and engage an
investment banker, subsequent to July, 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 eight months after the 1997 Annual
Meeting of Shareholders.
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<PAGE>
Given the consolidation that has occurred in the banking industry in
recent years, I believe that the Board of Directors of Heartland Bancshares
should examine whether a sale or merger of Heartland Bancshares is in the best
interests of the shareholders and whether Heartland National Bank's long-term
competitive prospects as a stand-alone community bank are viable. A sale of
Heartland Bancshares to a larger financial institution could result in more
financial services, higher lending limits and greater financial resources for
the Carbondale community. In addition, a sale may result in a significant
premium to be paid for Heartland Bancshares common stock over its present book
value. A sale of Heartland Bancshares common stock for cash would provide
liquidity for shareholders. A sale of Heartland Bancshares common stock in
exchange for stock of a publicly-traded acquiror could result in the potential
for greater liquidity of Heartland Bancshares common stock.
Accordingly, I urge you to vote in favor of my proposed resolution.
Please note, however, that if my resolution is approved by shareholders, it
would recommend that the Board of Directors take certain action but not
mandate any action.
Absent instructions to the contrary, the BLUE PROXIES received by me will
be voted FOR my proposed resolution. The affirmative vote of a majority of
the shares represented at the 1997 Annual Meeting is required to approve my
proposed resolution.
ELECTION OF DIRECTORS
The Board of Directors of Heartland Bancshares is comprised of six
directors divided into three classes as nearly equal in number as possible.
The directors of each class are elected to serve for a term of three years and
until their successors have been elected and qualified. One class is to be
elected annually by the shareholders of Heartland Bancshares. Thus, a class
of two directors is to be elected at the upcoming 1997 Annual Meeting for a
term expiring at the Annual Meeting in the year 2000.
The Articles of Incorporation of Heartland Bancshares do not permit
shareholders to cumulate votes. Accordingly, the nominees who are elected as
directors are those who receive a plurality (i.e., the largest number) of
votes cast. Accordingly, the two nominees receiving the highest number of
votes will be elected as directors. Since I intend to vote only for Chuck
Decker and myself for election as directors (and assuming that I receive a
sufficient number of proxies to elect Chuck Decker and myself to the Board),
then Chuck Decker and I will be elected as directors. I have agreed to serve
as a director of Heartland Bancshares if I am elected.
Since only a shareholder's LATEST DATED PROXY will be counted at the
Annual Meeting, a shareholder choosing to vote by proxy for Chuck Decker's
election as a director by using the enclosed BLUE PROXY may not vote for any
of the two directors nominated by the Board of Directors of Heartland
Bancshares. IN ADDITION, A SHAREHOLDER CANNOT USE THE PROXY CARD PROVIDED BY
THE BOARD OF DIRECTORS OF HEARTLAND BANCSHARES TO VOTE FOR ME.
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<PAGE>
CERTAIN INFORMATION CONCERNING
BARRETT ROCHMAN AND CHUCK DECKER
My principal occupation is the real estate investment business, and I am
President of S.I. Securities, Inc. My real estate investment business
represents parties throughout the State of Illinois who own real estate valued
at over $500 million in total. I am 54 years old and both my office and home
are located in Carbondale, Illinois, where I have lived for the past 34
years. My business address is P.O. Box 3074, Carbondale, Illinois 62902. The
shares of Heartland Bancshares common stock that I beneficially own are held
by me individually and by my wife, my minor children and a charitable trust.
Based upon information available to me, the shares owned by me constitute
approximately 9.1% of the outstanding voting shares of Heartland Bancshares.
Chuck Decker's occupation is an attorney and an insurance broker and is
Director of Consolidated Insurance Agency, Inc. Mr. Decker is 54 years old
and his office has been located in Carbondale, Illinois for the past 29
years. His business address is ____________________, Carbondale, Illinois
62902. All shares of Heartland Bancshares common stock beneficially owned by
Mr. Decker are held in his wife's name. Based upon information available to
me, the shares owned by Mr. Decker constitute approximately 2.85% of the
outstanding voting shares of Heartland Bancshares.
Neither Chuck Decker nor I, nor any of our respective associates, (i)
are, or within the past year have been, a party to any contract, arrangement
or understanding with any person with respect to any securities of Heartland
Bancshares, (ii) have, or during the past two years had, a direct or indirect
interest in any transaction or series of similar transactions or in any
currently proposed transaction or series of proposed transactions to which
Heartland Bancshares, or any of its subsidiaries, was or is to be a party,
(iii) have any arrangement or understanding with any person with respect to
any future transactions to which Heartland Bancshares or any of its affiliates
will or may be a party, or (iv) have any arrangement or understanding with any
person with respect to future employment by Heartland Bancshares or its
affiliates. Both Chuck Decker and I, or companies that I control, have been
indebted to Heartland National Bank since the beginning of its last fiscal
year. The outstanding principal balance of Chuck Decker's loan was
approximately $234,309 as of April 3, 1997. The total outstanding principal
balance of my loans was approximately $124,056 as of April 3, 1997. All of
these loans were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and did not involve
more than the normal risk of collectibility or present other unfavorable
features.
Neither Chuck Decker nor I have any arrangement or understanding with any
other person or persons pursuant to which either of us has been nominated as a
director of Heartland Bancshares. Neither Chuck Decker nor I, nor any of our
respective associates, have any interest in the matters to be voted upon at
the 1997 Annual Meeting other than an interest, if any, as a shareholder of
Heartland Bancshares.
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<PAGE>
I estimate that my total expenditures relating to my solicitation of
proxies will be approximately $30,000 (including, without limitation, costs
related to attorneys, advisors, printing, transportation and other costs
incidental to the solicitation). Total cash expenditures to date relating to
this solicitation have been approximately $__________. If elected as a
director, I intend to seek reimbursement of these expenses from Heartland
Bancshares.
During the past two years, I have made the following purchases and sales
of Heartland Bancshares' common stock:
Type of Number
Transaction Date of Shares
----------- ---- ---------
Purchase
Sale
Certain of the shares acquired by me were purchased using borrowed
funds. The lenders were not Heartland Bancshares or Heartland National Bank.
The outstanding principal balance of such loans was approximately $569,251 as
of April 3, 1997.
During the past two years, Chuck Decker's wife has made the following
purchases and sales of Heartland Bancshares' common stock:
Type of Number
Transaction Date of Shares
----------- ---- ---------
Purchase
Sale
Certain of the shares acquired by Mr. Decker's wife were purchased using
borrowed funds. The lender was not Heartland Bancshares or Heartland National
Bank. The outstanding principal balance of such loan was approximately
$234,309 as of April 12, 1997.
OTHER MATTERS
I am assuming that the only matters to be presented at the upcoming 1997
Annual Meeting will be (i) the election of two directors of Heartland
Bancshares and (ii) the consideration of my shareholder proposal pertaining to
the consideration of a sale or merger of Heartland Bancshares. If other
matters are properly presented at the 1997 Annual Meeting but are not
specifically identified in the Notice of Annual Meeting of Shareholders, the
BLUE PROXY will grant me authority to vote such proxy in my discretion on such
matters. Although I do not expect any such matters to be presented, if they
are presented, I intend to vote in accordance with my best judgment on such
matters.
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<PAGE>
Shareholders are referred to Heartland Bancshares' Proxy Statement dated
March 28, 1997 relating to the 1997 Annual Meeting of Shareholders that has
been sent to all shareholders with respect to information concerning (i)
beneficial ownership by management of Heartland Bancshares' securities, (ii)
beneficial owners of 5% or more of Heartland Bancshares' securities, (iii)
committees of Heartland Bancshares' Board of Directors, (iv) meetings of
Heartland Bancshares' Board of Directors and all committees thereof, (v)
certain information regarding the existing directors as well as management's
nominees to serve as directors of Heartland Bancshares, (vi) compensation and
remuneration paid and payable to Heartland Bancshares' directors and
management, and (viii) other matters required by law to be disclosed. I have
no independent knowledge as to the accuracy or completeness of the Proxy
Statement that has been sent to you by Heartland Bancshares' Board of
Directors in connection with the 1997 Annual Meeting of Shareholders.
The expense of preparing and mailing this Proxy Statement and my other
soliciting material, as well as my cost of soliciting proxies, will be borne
by me but, if elected, I will seek reimbursement of such costs and expenses
from Heartland Bancshares. In addition to the use of the mails, proxies may
be solicited by me, or by my employees who will not be specially compensated
for such soliciting, through the use of telephone, fax, telegram and personal
solicitation. I will also request brokerage firms, banks, nominees,
custodians and fiduciaries to forward solicitation material to the beneficial
owners of common stock of Heartland Bancshares held by such institutions or
persons, and I will reimburse such institutions and persons for their
reasonable costs of forwarding such material.
YOUR VOTE IS IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN,
PLEASE VOTE FOR CHUCK DECKER'S AND MY ELECTION AS DIRECTORS OF HEARTLAND
BANCSHARES, AND FOR MY PROPOSAL BY COMPLETING, SIGNING, DATING AND MAILING THE
ENCLOSED BLUE PROXY AS SOON AS POSSIBLE.
PLEASE DO NOT SIGN AND MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED BLUE
PROXY IF YOU WISH TO VOTE IN ACCORDANCE WITH MY RECOMMENDATIONS, INCLUDING ANY
PROXY CARD THAT YOU HAVE RECEIVED FROM THE BOARD OF DIRECTORS OF HEARTLAND
BANCSHARES. IF YOU ALREADY HAVE SIGNED AND RETURNED A PROXY CARD TO HEARTLAND
BANCSHARES, YOU MAY STILL SIGN THE BLUE PROXY AND RETURN IT TO ME. THAT WILL
REVOKE YOUR EARLIER PROXY AS LONG AS THE BLUE PROXY BEARS A LATER DATE.
IT IS CRITICAL THAT YOU SIGN YOUR BLUE PROXY EXACTLY AS YOUR NAME APPEARS
ON YOUR STOCK CERTIFICATE OF HEARTLAND BANCSHARES. IF YOU OWN YOUR STOCK
JOINTLY, BOTH OWNERS SHOULD SIGN THE BLUE PROXY.
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<PAGE>
IMPORTANT
---------
If your shares of common stock are held in the name of your broker, bank
or other nominee, you will need to contact your broker, bank or nominee and
give them instructions as to the voting of your stock. Please contact the
person responsible for your account and instruct them to execute a BLUE PROXY
as soon as possible.
If you have any questions or need further assistance, please do not
hesitate to contact me at (618) 457-4334.
The date of this Proxy Statement is _______________, 1997.
* * *
SS-110896-1
<PAGE>
PROXY PROXY
PROXY SOLICITED ON BEHALF OF BARRETT ROCHMAN
SOLICITATION OF PROXIES FOR USE AT THE
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
HEARTLAND BANCSHARES, INC.
The undersigned hereby appoints Barrett Rochman as proxy, with full power
to appoint his substitute, to represent and to vote, as indicated below, all
shares of common stock of Heartland Bancshares, Inc. ("Heartland Bancshares")
which the undersigned is entitled to vote at the 1997 Annual Meeting of
Shareholders of Heartland Bancshares, and at any and all adjournments thereof,
upon the following matters:
1. ELECTION OF BARRETT ROCHMAN AND CHARLES DECKER.
-----------------------------------------------
[ ] FOR the election of Barrett Rochman as director of
Heartland Bancshares.
[ ] FOR the election of Charles Decker as director of
Heartland Bancshares.
[ ] WITHHOLD AUTHORITY to vote for Barrett Rochman as
director of Heartland Bancshares.
[ ] WITHHOLD AUTHORITY to vote for Charles Decker as
director of Heartland Bancshares.
2. SHAREHOLDER PROPOSAL OF MR. ROCHMAN.
------------------------------------
Approval of the shareholder proposal of Mr. Rochman regarding the sale of
Heartland Bancshares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER MATTERS.
--------------
In Mr. Rochman's discretion, on such other matters as may properly be
presented at the 1997 Annual Meeting of Shareholders or at any adjournments
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF BARRETT ROCHMAN AND CHARLES
DECKER AS DIRECTORS OF HEARTLAND BANCSHARES AND FOR THE SHAREHOLDER PROPOSAL
OF MR. ROCHMAN REGARDING THE SALE OF HEARTLAND BANCSHARES. WITH RESPECT TO
ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED AT THE 1997 ANNUAL MEETING OF
SHAREHOLDERS, MR. ROCHMAN INTENDS TO VOTE IN ACCORDANCE WITH HIS BEST JUDGMENT
ON SUCH MATTERS.
<PAGE>
THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES PREVIOUSLY GIVEN BY
THE UNDERSIGNED WITH RESPECT TO ALL SHARES OF COMMON STOCK OF HEARTLAND
BANCSHARES OWNED BY THE UNDERSIGNED.
Please sign exactly as your name appears on the stock records of
Heartland Bancshares. If there are two or more owners, both should sign this
Proxy. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If owner is a corporation, please
indicate full corporate name and sign by an authorized officer. If owner is a
partnership, please indicate full partnership name and sign by an authorized
person.
Dated: ______________, 1997 _________________________________
(Signature)
_________________________________
(Signature, if held jointly)
SS-111963-1
