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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Heartland Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
421970 104
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(CUSIP Number)
Barrett Rochman, 1343 E. Park, Carbondale, Illinois 62902
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 19, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 421970104 PAGE 2 OF 6 PAGES
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrett Rochman
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF and BK
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
67,924 (1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,940 (2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
67,924 (1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
11,940 (2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,438
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1) Mr. Rochman beneficially owns 66,498 shares directly, and 1,426 shares are
beneficially owned by Marilyn Rochman, the wife of Mr. Rochman. Mr.
Rochman disclaims any beneficial interest in the 1,426 shares owned by
Marilyn Rochman.
2) The Boo Rochman Charitable Corporation owns 9,940 shares, and the Barrett
Rochman Family Investment owns 2,000 shares. Mr. Rochman and Marilyn
Rochman have shared voting and investment power over these shares.
<PAGE>
INFORMATION ATTACHMENT TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Unchanged from initial Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Unchanged from initial Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Rochman used bank loans, personal funds or funds owned by Barrett
Rochman Family Investment to make the purchases described in this
Amendment No. 1 to Schedule 13D as follows:
Total bank loans from the following banks: $175,295.00
First Bank of Carbondale
1500 West Main Street
Carbondale, Illinois 62901
First National Bank and Trust Company
P. O. Box 2227
Carbondale, Illinois 62902
Charter Bank
114 West Broadway
Sparta, Illinois 62266
Personal funds or funds owned by Barrett Rochman
Family Investment: $225,230.00
-----------
Total Funds Used in the Purchases: $400,525.00
===========
ITEM 4. PURPOSE OF TRANSACTION
The shares identified in this Amendment No. 1 to Schedule 13D were
purchased for investment purposes. Mr. Rochman plans to propose
that shareholders of the issuer adopt a resolution at the 1997 Annual
Meeting of Shareholders recommending that the Board of Directors
examine a possible sale or merger of the issuer. Mr. Rochman also
has nominated himself for election as a director of the issuer at the
1997 Annual Meeting of Shareholders and presently plans to solicit
proxies in opposition to the Board of Directors' proxy solicitation
in connection with the election of himself and another nominee at the
1997 Annual Meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares beneficially owned by Mr.
Rochman is 78,438, or 9.04%, of the outstanding common stock
of the issuer.
PAGE 3 OF 6 PAGES
<PAGE>
(b) Mr. Rochman has sole power to vote and dispose of 67,924
shares, as identified on Lines 7 and 9 of the Cover Page of
this Amendment No. 1 to Schedule 13D, other than the 1,426
shares beneficially owned by Marilyn Rochman. Mr. Rochman
and Marilyn Rochman share the power to vote and dispose of
11,940 shares, as identified on Lines 8 and 10 of the Cover
Page of this Amendment No. 1 to Schedule 13D. The identity
and background information for Marilyn Rochman is as follows:
(1) Name: Marilyn Rochman
(2) Residence Address: 1355 East Park Street
Carbondale, Illinois 62901
(3) Occupation: Housewife
(4) During the past (5) years, Mrs. Rochman has not been
convicted in a criminal proceeding.
(5) During the past (5) years, Mrs. Rochman has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, which
as a result of such proceeding she was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(6) Citizenship: United States
(c) All transactions listed in response to Item 5(c) of this
Amendment No. 1 to Schedule 13D were effected through a
broker-dealer or a market maker, except for the transactions
listed in paragraphs 4,5,13-17, which were effected directly
through the buyer or seller, as the case may be. Transactions
effected since the most recent filing on Schedule 13D are as
follows:
(1) On June 28, 1996, Mr. Rochman purchased 1,426 shares
at $10.00 per share.
(2) On June 28, 1996, Marilyn Rochman, the wife of Mr.
Rochman, purchased 1,426 shares at $10.00 per share.
(3) On September 6, 1996, the Barrett Rochman Family
Investment purchased 2,000 shares at $12.375 per
share for which no funds of Mr. Rochman were used.
(4) On September 18, 1996, Mr. Rochman transferred 7,570
of his shares to the Boo Rochman Charitable
Corporation for no consideration.
(5) On September 18, 1996, Mr. Rochman transferred an
aggregate of 4,673 shares for no consideration to
his children as follows:
PAGE 4 OF 6 PAGES
<PAGE>
(i) 949 shares were transferred to
Kenneth Rochman;
(ii) 949 shares were transferred to Jamie Rochman;
(iii) 949 shares were transferred to
Timothy Rochman;
(iv) 919 shares were tranferred to Corie Rochman;
and
(v) 907 shares were tranferred to Karrie Ewers.
(6) On September 19, 1996, Mr. Rochman purchased 10,000
shares at $12.688 per share.
(7) On October 31, 1996, Mr. Rochman purchased 3,500
shares at $14.00 per share.
(8) On November 5, 1996, Mr. Rochman purchased 2,000
shares at $14.00 per share.
(9) On February 5, 1997, Mr. Rochman purchased 4,000
shares at $14.625 per share.
(10) On February 12, 1997, Mr. Rochman purchased an
aggregate of 600 shares at $15.25 per share.
(11) On February 28, 1997, Mr. Rochman purchased 800
shares at $15.25 per share.
(12) On February 28, 1997, Mr. Rochman purchased 4,200
shares at $15.125 per share.
(13) On March 31, 1997, Mr. Rochman sold 1,400 shares
at $15.25 per share.
(14) On March 31, 1997, both Jamie Rochman and Timothy
Rochman made a gift of 474 shares to Mr. Rochman.
(15) On March 31, 1997, Mr. Rochman made a charitable
contribution of the 474 shares received from Jamie
Rochman to the Boo Rochman Charitable Corporation.
(16) On March 31, 1997, individuals other than Mr.
Rochman made charitable contributions of an
aggregate amount of 1,422 shares to the Boo Rochman
Charitable Corporation.
(17) On April 10, 1997, Mr. Rochman made a charitable
contribution of the 474 shares received from Timothy
Rochman to the Boo Rochman Charitable Corporation.
(d) Not applicable.
(e) Not applicable.
PAGE 5 OF 6 PAGES
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Unchanged from initial Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are no contracts, arrangements, understandings or relationships
of Mr. Rochman with respect to the securities identified in this
Amendment No. 1 to Schedule 13D, other than with respect to the bank
loans disclosed in response to Item 3 hereof and the pledges of
securities of the issuer in connection with such loans.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
/s/ Barrett Rochman
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Date Signature
Barrett Rochman
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Name/Title
PAGE 6 OF 6 PAGES
