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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. 7)*
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, 1345 E. Park, Carbondale, Illinois 62902
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 9, 1998
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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 [ ]
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 4 PAGES
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barrett Rochman
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK and PF
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
80,312
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
80,312
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,312
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% (1)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person described a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless a joint
filing pursuant to Rule 13d-1(f)(1) in which case it may not be necessary
to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank
- ------------------------
1) Based upon information included in the issuer's Form 10-QSB for the
quarter ended March 31, 1998.
<PAGE>
ITEM 1. SECURITY AND ISSUER
Unchanged from initial Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Mr. Rochman has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
proceeding).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Rochman used bank loans and personal funds to make the purchase
described in this Amendment to No. 7 to Schedule 13D as follows:
Bank of Herrin
101 South Park Avenue
Herrin, Illinois 62948 $ 60,000
Personal funds $ 60,000
--------
Total Funds Used in
the Purchase: $120,000
========
ITEM 4. PURPOSE OF TRANSACTION
At the 1998 annual meeting of shareholders, Mr. Rochman was nominated
for election as a director in connection with such meeting; and (ii)
submitted a proposal recommending that the issuer's board of directors
engage an investment banking firm or other advisor to make
recommendations to the board regarding specific actions designed to
improve the earnings of the issuer and enhance shareholder values. Mr.
Rochman solicited proxies for use at the 1998 annual meeting in favor
of his election as a director, in favor of his shareholder proposal
and in favor of the election of David A. Burns as a director of the
issuer. The proxy solicitation undertaken by Mr. Rochman in
connection with the 1998 annual meeting was in opposition to the proxy
solicitation by the board of directors of the issuer relating to the
same meeting. Mr. Rochman has filed a lawsuit against the issuer and
its directors challenging the results of the election at the 1998
annual meeting of shareholders. Mr. Rochman may dispose of any or all
of the shares of common stock held by him at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares beneficially owned by Mr.
Rochman is 80,312, or 9.6%, of the outstanding common stock of
the issuer based upon information included in the issuer's
Form 10-QSB for the quarter ended March 31, 1998.
<PAGE>
(b) Mr. Rochman has the sole power to vote and dispose of 80,312
shares, as identified on Lines 7 and 9 of the Cover Page of
this Amendment No. 7 to Schedule 13D.
(c) Mr. Rochman has effected the following transaction in the
common stock of the issuer since his most recent filing on
Schedule 113D:
1. On June 9, 1998, Mr. Rochman purchased 7,500 shares of
common stock of the issuer at $16.00 per share. This
transaction was a privately negotiated sale between Mr.
Rochman and the seller.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The seller also provided partial financing to Mr. Rochman in
connection with the purchase of these shares.
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. 7 to Schedule 13D, other than with respect to the bank
loan 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.
6/12/98 /s/ Barrett Rochman
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Date Signature
Barrett Rochman
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Name/Title
