<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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))
[_] Definitive Proxy Statement
[X] 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>
[Letterhead of Heartland Bancshares, Inc.]
Dear Fellow Stockholders:
By now you have received the Company's 1997 Annual Report and Proxy
Statement for the upcoming Annual Meeting of Stockholders. We look forward to
seeing stockholders at the Annual Meeting which is being held at the Herrin
Civic Center, 101 S. 16th Street, Herrin, Illinois, on April 30, 1998 at 2:00
p.m. You should have also received proxy materials from Barrett Rochman, a
stockholder of the Company who is soliciting proxies in opposition to your
Board. As those of you who were stockholders at the time of last year's Annual
Meeting recall, Mr. Rochman nominated himself and Charles Decker for election to
the Board although he withdrew those nominations on the day of the Annual
Meeting. This year, he is seeking to again elect himself to the Company's Board
and is also seeking to elect David Burns to the Board, in place of management's
nominees. Mr. Rochman has also put forth a stockholder proposal for
consideration.
SUPPORT MANAGEMENT'S NOMINEES
This year, your Board has nominated Roger Hileman and Charles Stevens for
re-election to the Company's Board of Directors. Roger Hileman, President and
Chief Executive Officer, has served as a member of the Board of Directors since
he joined the Bank prior to the conversion to stock form and conversion to a
national bank, and was primarily responsible for the Bank's successful
conversion and the Company's initial public offering. Charlie Stevens has been
a member of the Board since 1973 and has served both the Bank and the Company
faithfully and diligently. We considered Mr. Rochman's request to be one of
management's nominees, but believe that Roger Hileman and Charlie Stevens are
the best nominees for stockholder consideration. AS SUCH, WE ASK YOU TO SUPPORT
THE BOARD'S NOMINEES FOR DIRECTOR BY EXECUTING AND RETURNING A WHITE PROXY CARD.
You cannot vote for management's nominees by submitting a blue proxy card.
THE COMPANY'S PERFORMANCE
Throughout his proxy materials Mr. Rochman criticizes the Company's
earnings. As we discussed in the Company's Proxy Statement, the Board is always
working to improve earnings, and has in fact taken steps to adopt strategies
which we believe will improve our earnings. However, we do not believe that Mr.
Rochman tells the full story. Since the Bank was, until mid-1996, a savings
institution, a significant portion of the Bank's loan portfolio still consists
of single family mortgage loans. By law, savings institutions are required to
maintain a specified level of mortgage loans in their loan portfolio. While
such loans generally carry less risk than do other types of lending, on average,
they do not generate as great a return as do commercial and consumer loans. The
transition to a National Bank cannot occur overnight. We have increased our
origination of consumer and commercial loans, although we have done so in a
prudent manner so as not to unduly incur additional risk in the Bank's loan
portfolio. Further, during 1997 we added to our allowance for loan losses so as
to bring the allowance more in line with that of other commercial banks. We have
also engaged a consultant to assist the Bank in revising our business plan to
adopt strategies to improve the Bank's profitability and performance and
otherwise enhance shareholder value. Mr. Rochman believes that the Company
should produce a return on equity of 15%. As we explained in our proxy
materials, given the Company's much higher levels of capital as compared to its
peers, this target in the immediate future is not reasonable. In our stock
conversion we raised over $8 million in new capital, and both earnings and
capital enter into the calculation of a return on equity.
Furthermore, what Mr. Rochman omits from his materials is what the Board
has accomplished for stockholders. Most of you bought your shares of common
stock in the Company's initial public offering at a price of $10 per share.
Since completion of the conversion and the offering, you have received a total
of $.70 in the form of quarterly cash dividends. In addition, the market price
for the common stock has risen in excess of 50% to $15.50 (based on recent
trades) and has traded as high as $17 per share. As such, in less than two
years you have received a significant return on your investment. At the same
time, you provided capital to your local community bank so that it can continue
<PAGE>
to grow and meet the lending and deposit needs of its market area. Even in this
era of "mega mergers" of financial institutions, the Board believes that there
is still a place for the community bank and believes that Heartland National
Bank is well positioned to be that bank for Herrin and the surrounding
communities.
REMEMBER! VOTE THE WHITE PROXY CARD!
The proxy materials you've received from Mr. Rochman are blue and include a
blue proxy card. The only way stockholders can vote to support management's
nominees is to execute a WHITE proxy card. If you have already voted on a white
proxy card and have not signed any other proxies, there is no need to submit a
subsequent proxy card. HOWEVER, IF YOU SIGNED A WHITE PROXY CARD AND
SUBSEQUENTLY SIGNED A BLUE PROXY CARD, YOU HAVE CANCELLED YOUR VOTE FOR
MANAGEMENT SINCE ONLY THE LATEST DATED PROXY WILL BE VOTED. You can change your
vote by executing and returning in the enclosed postage-paid envelope, the
enclosed WHITE PROXY CARD. WE URGE STOCKHOLDERS TO EXECUTE A WHITE PROXY CARD
AND VOTE "FOR" THE ELECTION OF ROGER HILEMAN AND CHARLES STEVENS AS DIRECTORS
AND "AGAINST" MR. ROCHMAN'S PROPOSAL.
All of the members of your Board of Directors appreciate the continued
support of our stockholders. We will continue to work to improve the Bank's
performance, and to be THE community bank in Southern Illinois. We look forward
---
to personally greeting all of you who are able to attend the Annual Meeting. If
any of you have questions, please feel free to contact any of the members of the
Board of Directors. We would be glad to speak with you.
Sincerely,
James Walker
B.D. Cross
Charles Stevens
Randall Youngblood
Paul Calcaterra
Roger Hileman
