SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Commission 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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(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:
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(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):
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 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PROXY STATEMENT
OF
BARRETT R. ROCHMAN
P.O. BOX 3074
CARBONDALE, ILLINOIS 62902
SOLICITATION OF PROXIES IN OPPOSITION
TO PROXIES TO BE SOLICITED BY THE BOARD OF DIRECTORS
FOR USE AT THE
1998 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 R. Rochman of proxies to be voted at the upcoming
1998 Annual Meeting of Shareholders of Heartland Bancshares, and at any and
all adjournments of such meeting. You will be notified of the exact date,
time and location of the 1998 Annual Meeting through a written Notice of
Annual Meeting of Shareholders which you will receive from Heartland
Bancshares at such time as the details for the 1998 Annual Meeting have been
publicly released.
I intend to request management to provide me with a copy of Heartland
Bancshares' shareholders list. If Management refuses to provide to me any of
this information, I will deliver this Proxy Statement and the accompanying
BLUE PROXY to Heartland Bancshares for prompt forwarding to Heartland
Bancshares' shareholders. Heartland then will mail my proxy materials to
shareholders in accordance with applicable federal securities laws.
Based upon Heartland's most recent quarterly report filed with the
Securities and Exchange Commission ("SEC") 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 November 8, 1997. 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.
Assuming management solicits proxies for use at the 1998 Annual Meeting
of Shareholders, you will receive two different proxy statements, each with
its own accompanying form of proxy, in connection with the 1998 Annual Meeting
of Shareholders of Heartland Bancshares. These will be VERY DIFFERENT in that
both the Board of Directors of Heartland Bancshares and I will be 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. In the event that management
solicits proxies for use at the Annual Meeting, you also will receive a
separate proxy statement and a proxy card from the Board of Directors of
Heartland similar to the way you received such materials last year. I
encourage you to sign and return only the enclosed BLUE PROXY and NOT the
proxy card which you may receive from Heartland.
If you do sign, date and return a BLUE PROXY to me and if you also sign
and return a proxy card to Heartland Bancshares, 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 that may be sent to you by the
Board
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of Directors of Heartland to vote for other matters. ONLY ONE PROXY WILL BE
COUNTED AND USED AT THE 1998 ANNUAL MEETING OF SHAREHOLDERS.
I am soliciting proxies for use at the 1998 Annual Meeting (i) to vote in
favor of the election of either David A. Burns or me, or both of us, to the
Board of Directors of Heartland Bancshares; (ii) to vote in favor of my
shareholder proposal pertaining to the recommendation to Heartland Bancshares'
Board of Directors to hire an investment banking firm to make specific
recommendations to the Board of Directors in order to enhance shareholder
value; and (iii) to vote in my discretion on such other matters that may
properly be presented at the 1998 Annual Meeting.
I urge you to vote FOR the election of David A. Burns and me as directors
of Heartland Bancshares and FOR my proposal with regard to hiring an investment
banking firm to suggest actions designed to enhance the value of our Heartland
shares. I urge you to sign, date and return the enclosed BLUE PROXY as soon
as possible, even if you plan to attend the 1998 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. WHEN YOU RECEIVE A PROXY CARD FROM THE BOARD OF DIRECTORS
OF HEARTLAND BANCSHARES RELATING TO THE 1998 ANNUAL MEETING OF SHAREHOLDERS,
PLEASE DO NOT SIGN OR RETURN IT TO HEARTLAND BANCSHARES BECAUSE IF YOU DO SO,
IT MAY REVOKE ANY PROXY THAT YOU RETURN TO ME. YOU MAY REVOKE A BLUE 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.
REASONS THAT I AM SOLICITING PROXIES
I have determined to seek a position on the Board of Directors in an
effort to encourage:
- the Board to reduce the amount of directors' fees paid
- to focus its attention on improving the financial performance of
Heartland Bancshares
- to maximize all shareholders' investments in Heartland
Bancshares.
I believe that I can serve the best interests of the shareholders of
Heartland Bancshares. My interests as the second largest shareholder of
Heartland should, I believe, be closely aligned with the interests of
shareholders of Heartland Bancshares as a whole. Accordingly, I requested the
Board of Directors of Heartland Bancshares to include me on their slate of
director nominees for election at the 1998 Annual Meeting of Shareholders. To
date, the Board has not done so. Therefore, I will nominate myself for
election as a director at the 1998 Annual Meeting. I believe that the
interests of all shareholders will be best served by my election to Heartland
Bancshares' Board of Directors since I will be committed to making efforts to
enhance the value of Heartland Bancshares' common stock. As a further
indication of my interest in serving
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you - the shareholders of Heartland Bancshares - I will waive my director's
fees until Heartland earns at least 1% on its assets.
I believe that the directors are not operating Heartland Bancshares in a
manner that is adequately enhancing the value of Heartland Bancshares' common
stock. My most significant concerns include: (i) the excessive directors'
fees paid to directors, (ii) the low return on shareholders' equity, and (iii)
the low return on total assets.
Based upon Heartland's proxy statement for last year's annual meeting,
the directors receive about $900 each month in director's fees from Heartland
Bancshares and Heartland National Bank. That is almost $11,000 a year. I
think those fees are too high and based, in part, upon a comparison of the
director's fees paid by similarly sized financial institutions in nearby
communities, I would like to see the director's fees reduced.
Representatives of the following similarly-sized financial institutions
provided the following information as to their director's fees:
1. First National Bank of Steelville pays each director $8,400 a year,
in director's fees.
2. Bank of Herrin pays director's fees of approximately $6,000 a year to
each director.
3. First National Bank of Carbondale pays each director approximately
$8,000 a year in director's fees.
With respect to Heartland's financial performance, based upon the
financial information contained in Heartland's most recent quarterly report
filed with the SEC, on an annualized and undiluted basis for the first nine
months of 1997, Heartland Bancshares earned less than 0.3% on its total assets
and had a return on shareholder's equity of less than 4.50%. I believe that a
bank should earn a return on total assets of at least 1% annually. On January
20, 1998, the Chicago Sun Times reported that, as of September 30, 1997, the
national average return on assets for banks in the United States was 1.24%.
Additionally, I believe that Heartland should be providing shareholders with a
return on our equity of somewhere between 10% and 15% per year, not the less
than 5% that Heartland had.
I need your support in order to elect David A. Burns and me 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.
According to the most recent amendment to my Schedule 13D filed with the
SEC, I beneficially own 70,864 of the outstanding shares of common stock of
Heartland Bancshares, but I disclaim ownership of 1,426 shares owned by my
wife. David A. Burns beneficially owns 5,000 shares of common stock of
Heartland Bancshares, which are owned by The Burns Partnership. Based upon
the most recent quarterly report filed by Heartland with the SEC, there are
876,875 shares of common stock of Heartland Bancshares are outstanding. As
such, the shares that I own represent approximately 7.9% of the outstanding
shares of common stock of Heartland Bancshares, and David A. Burns' shares
represent approximately 0.60% of the outstanding shares of common stock of
Heartland Bancshares. As such, based upon information filed by or with
respect to Heartland, I am the largest shareholder of Heartland Bancshares
other than Heartland's Employee Stock Ownership Plan. Based upon the same
information, I presently own more shares of common stock of Heartland
Bancshares than any current director or officer owns.
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ELECTION OF DIRECTORS
The By-Laws of Heartland provide that 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 or
qualified. One class is to be elected annually by the shareholders of
Heartland Bancshares. Based upon this, a class of two directors is to be
elected at the upcoming 1998 Annual Meeting for a term expiring at the Annual
Meeting in the year 2001.
The Articles of Incorporation of Heartland Bancshares do not permit
cumulative voting by shareholders. The two nominees receiving the highest
number of votes will be elected as directors. Since I intend to vote only for
David A. Burns and myself for election as directors (and assuming that I
receive a sufficient number of proxies to elect David A. Burns and myself to
the Board), David A. Burns and I will be elected as directors. David A. Burns
and I have agreed to serve as directors of Heartland Bancshares if elected.
Since only a shareholder's LATEST DATED PROXY will be counted at the
Annual Meeting, a shareholder choosing to vote by proxy for David A. Burns and
my election as directors by using the enclosed BLUE PROXY may not use the proxy
card that may be provided by the Board of Directors of Heartland Bancshares to
vote for any of the two directors that may be nominated by the Board of
Directors of Heartland Bancshares. IN ADDITION, A SHAREHOLDER CANNOT USE THE
PROXY CARD THAT MAY BE PROVIDED BY THE BOARD OF DIRECTORS OF HEARTLAND
BANCSHARES TO VOTE FOR DAVID A. BURNS OR ME.
In the event that David A. Burns and I are elected to the Board of
Directors, we would obtain only a minority representation on the Board. Since
we would constitute a minority of Heartland Bancshares' Board of Directors, if
elected, the adoption of any measures aimed at reducing directors' fees 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.
Absent instructions to the contrary, the BLUE PROXIES received by me will
be voted FOR the election of David A. Burns and me as directors of Heartland
Bancshares.
APPROVAL OF MY PROPOSAL
I intend to submit to management the proposal set forth below for
consideration by the shareholders of Heartland Bancshares at the upcoming 1998
Annual Meeting. Additionally, I also intend to submit to management of
Heartland Bancshares a statement in support of my proposal. Absent
instructions to the contrary, the BLUE PROXIES received by me will be voted
FOR the shareholder proposal.
At the 1998 Annual Meeting, I intend to propose that the shareholders of
Heartland Bancshares adopt the following resolution:
My Shareholder Proposal
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RESOLVED, that the shareholders of Heartland Bancshares, present in
person or by proxy, recommend that, in order to enhance shareholder
value, the Board of Directors (a) engage the services of an investment
banking firm or other appropriate consultant which specializes in
financial institutions to make recommendations to the
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Board of Directors as to specific actions to be taken to improve earnings
of Heartland Bancshares and enhance shareholder value, and (b) prepare a
report regarding the investment banking firm's recommendations, at
reasonable expense, for distribution to shareholders within six months of
the 1998 Annual Meeting of Shareholders.
My Statement in Support of My Proposal
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I believe that Heartland Bancshares' financial performance recently has
been very disappointing. In its most recent quarterly report filed with the
SEC, Heartland Bancshares reported third quarter earnings of only $30,000, or
$0.04 cents a share, compared to 1996 third quarter earnings of $295,000, or
$0.36 cents a share. Based upon the financial information contained in such
report, on an annualized and undiluted basis for the first nine months of
1997, Heartland earned less than 0.30% on its total assets and showed a return
on shareholders' equity of only 4.27%. Shareholders could receive a greater
return on their assets by investing in an insured certificate of deposit at
Heartland National Bank or most any other bank. I feel these results are
unacceptable, and I have been unhappy with Heartland's performance since it
became a public company in June, 1996. I believe a bank should earn a return
on total assets of at least 1% annually. On January 20, 1998, the Chicago
Sun Times reported that, as of September 30, 1997, the national average return
on assets for banks in the United States was 1.24%. Accordingly, Heartland's
return on assets on an annualized basis for the first nine months of 1997 was
approximately 75% below the national average for 1997. Additionally, I
believe that Heartland should be providing shareholders with a return on our
equity of somewhere between 10% and 15% per year.
I believe that the Board of Directors should hire an investment banking
firm or other appropriate consultant to assist the Board in taking action
designed to improve earnings and shareholder values at Heartland.
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 1998 Annual Meeting is required to approve my
proposed resolution.
CERTAIN INFORMATION CONCERNING
BARRETT ROCHMAN AND DAVID A. BURNS
My principal occupation is the real estate investment business, and I am
Managing Partner of S.I. Securities and N.I. Securities. My real estate
investment business represents parties throughout the State of Illinois who
own real estate valued at over $500 million. A portion of my real estate
investment activities includes the tax certificate business. I have over 30
years of experience as a real estate investor. I am 55 years old and both my
office and home are located in Carbondale, Illinois, where I have lived for
the past 35 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, by my wife, by a nonprofit corporation and by
a family investment. Based upon information available to me, the shares owned
by me constitute approximately 7.9% of the outstanding voting shares of
Heartland Bancshares.
David A. Burns' principal occupation is real estate and securities
investment business. He is the President of Southern Illinois Systems, Inc.,
which is the general partner of the The Burns Partnership, and is a Director
of E.C. Development Corp. Mr Burns graduated from the University of Illinois
with Highest Honors with a Bachelor of Science in Finance. Mr. Burns has over
10 years experience in his field. Mr.
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Burns is 35 years old and his home and office are located in Carbondale,
Illinois, where he has lived for most of his life. His business address is
One Burns Woods, Carbondale, Illinois 62901. The shares of Heartland
Bancshares common stock that he beneficially owns are held by The Burns
Partnership. Based upon the information available to me, the shares
beneficially owned by David A. Burns constitute approximately 0.60% of the
outstanding voting shares of Heartland Bancshares.
Neither David A. Burns nor I, nor any of my associates, (i) are, or
within the past year have been, a party to any contract, arrangement or under-
standing 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. I, or companies that I control, have had loans outstanding to
Heartland National Bank since the beginning of its last fiscal year. The total
outstanding principal balance of my loans was approximately $192,800 as of
February 11, 1998. 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 David A. Burns, nor companies
he controls, have nay loans outstanding with Heartland National Bank.
Neither David A. Burns 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 David A. Burns nor I, nor any
of my associates, have any interest in the matters to be voted upon at the 1998
Annual Meeting other than an interest, if any, as shareholders of Heartland
Bancshares.
I estimate that my total expenditures relating to my solicitation of
proxies will be approximately [$25,000] (including, without limitation, costs
related to attorneys, 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. I
do not know if the Board of Directors will submit my reimbursement request to
a vote of shareholders of Heartland Bancshares.
During the past two years, I have made the following purchases and sales
of Heartland Bancshares' common stock:
(1) On June 28, 1996, I purchased 1,426 shares of Heartland Bancshares.
(2) On June 28, 1996, Marilyn Rochman, my wife, purchased 1,426 shares
of Heartland Bancshares.
(3) On July 1, 1996, I purchased 5,000 shares of Heartland Bancshares.
(4) On July 2, 1996, I purchased 6,000 shares of Heartland Bancshares.
(5) On July 8, 1996, I purchased 4,000 shares of Heartland Bancshares.
(6) On July 9, 1996, I purchased 4,000 shares of Heartland Bancshares.
(7) On July 10, 1996, I purchased 4,000 shares of Heartland Bancshares.
(8) On July 11, 1996, I purchased 7,400 shares of Heartland Bancshares.
(9) On July 11, 1996, I purchased 3,000 shares of Heartland Bancshares.
(10) On July 15, 1996, I purchased 5,500 shares of Heartland Bancshares.
(11) On July 17, 1996, I purchased 6,000 shares of Heartland Bancshares.
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(12) On July 23, 1996, I purchased 1,715 shares of Heartland Bancshares.
(13) On July 30, 1996, I purchased 3,000 shares of Heartland Bancshares.
(14) On July 31, 1996, I purchased 1,000 shares of Heartland Bancshares.
(15) On August 26, 1996, I purchased 3,000 shares of Heartland Bancshares.
(16) On September 6, 1996, the Barrett Rochman Family Investment
purchased 2,000 shares of Heartland Bancshares for which no funds of
mine were used.
(17) On September 18, 1996, I transferred 7,570 of his shares of
Heartland Bancshares to the Boo Rochman Charitable Corporation.
(18) On September 18, 1996, I transferred an aggregate of 4,673 shares of
Heartland Bancshares to my children as follows:
(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 transferred to Corie Rochman; and
(v) 907 shares were transferred to Karrie Ewers.
(19) On September 19, 1996, I purchased 10,000 shares of Heartland
Bancshares.
(20) On October 31, 1996, I purchased 3,500 shares of Heartland
Bancshares.
(21) On November 5, 1996, I purchased 2,000 shares of Heartland
Bancshares.
(22) On February 5, 1997, I purchased 4,000 shares of Heartland
Bancshares.
(23) On February 12, 1997, I purchased an aggregate of 600 shares of
Heartland Bancshares.
(24) On February 28, 1997, I purchased 800 shares of Heartland
Bancshares.
(25) On February 28, 1997, I purchased 4,200 shares of Heartland
Bancshares.
(26) On March 31, 1997, I sold 1,400 shares of Heartland Bancshares.
(27) On March 31, 1997, each of Jamie Rochman and Timothy Rochman
transferred 474 shares to me.
(28) On March 31, 1997, I made a charitable contribution of the 474
shares received from Jamie Rochman to the Boo Rochman Charitable
Corporation.
(29) On March 31, 1997, individuals other than I made a charitable
contribution of 1,422 shares to the Boo Rochman Charitable
Corporation.
(30) On April 10, 1997, I made a charitable contribution of the 474
shares received from Timothy Rochman to the Boo Rochman Charitable
Corporation.
(31) On October 2, 1997, the Boo Rochman Charitable Corporation sold
9,000 shares of Heartland Bancshares.
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 these loans was approximately $459,666
as of February 11, 1998.
During the past two years, the only transaction that David A. Burns has
made in Heartland Bancshares' common stock is the purchase of 5,000 shares of
Heartland Bancshares by the The Burns Partnership on August 16, 1996. None of
the shares were acquired using borrowed funds.
OTHER MATTERS
I am assuming that the only matters to be presented at the upcoming 1998
Annual Meeting will be (i) the election of two directors of Heartland
Bancshares, and (ii) the consideration of my shareholder
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proposal with regard to hiring an investment banking firm for the purpose of
making recommendations to the Board of Directors of actions to be taken to
enhance shareholder value. If other matters are properly presented at the
1998 Annual Meeting, 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.
Shareholders are referred to Heartland Bancshares' Proxy Statement
relating to the 1998 Annual Meeting of Shareholders that will be 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 will be sent to you by Heartland Bancshares' Board of Directors
in connection with the 1998 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.
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 election of David A. Burns and
me to the Board of Directors of Heartland Bancshares, and FOR my proposal with
regard to hiring an investment banking firm for the purpose of making recom-
mendations to the Board of Directors regarding actions to be taken to enhance
shareholder value. 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 1998 Annual
Meeting. I am not aware that any such other matters will be presented at the
1998 Annual Meeting.
Proxies marked as abstentions, broker non-votes or as withholding
authority to vote for David A. Burns or me as a director will be treated as
shares present for purposes of determining whether a quorum for the 1998 Annual
Meeting is present, but will result in David A. Burns or me receiving fewer
votes.
Once the Board of Directors has established the date, time, place and
agenda for the 1998 Annual Meeting and the record date for shareholders of
Heartland Bancshares who are eligible to attend and vote at the Annual
Meeting, I may send additional information to you regarding the Annual
Meeting. If you are not a shareholder of Heartland Bancshares as of the
record date for the 1998 Annual Meeting, or if you buy or sell shares of
Heartland Bancshares common stock between the date of this Proxy Statement and
the record date for the 1998 Annual Meeting, then you may have to complete and
sign a new BLUE PROXY.
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THE PROXIES THAT I RECEIVE WILL BE EXERCISED ONLY AT THE UPCOMING 1998
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.
YOUR VOTE IS IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN,
PLEASE VOTE FOR MY ELECTION AS A DIRECTOR 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 MAY RECEIVE FROM THE BOARD OF DIRECTORS OF HEARTLAND
BANCSHARES.
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.
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 February ___, 1998.
* * *
-9-
<PAGE>
PROXY PROXY
PROXY SOLICITED ON BEHALF OF BARRETT ROCHMAN
SOLICITATION OF PROXIES FOR USE AT THE
1998 ANNUAL MEETING OF SHAREHOLDERS
OF
HEARTLAND BANCSHARES, INC.
The undersigned hereby appoints Barrett R. 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 1998 Annual
Meeting of Shareholders of Heartland Bancshares and at any and all
adjournments thereof, upon the following matters:
1. ELECTION OF BARRETT R. ROCHMAN AND DAVID A. BURNS AS DIRECTORS
--------------------------------------------------------------
(vote for one or both nominees).
[ ] FOR the election of Barrett R. Rochman as a director of
Heartland Bancshares.
[ ] FOR the election of David A. Burns as a director of
Heartland Bancshares.
[ ] WITHHOLD AUTHORITY to vote for Barrett R. Rochman as a
director of Heartland Bancshares.
[ ] WITHHOLD AUTHORITY to vote for David A. Burns as a
director of Heartland Bancshares.
2. PROPOSAL OF MR. ROCHMAN.
------------------------
Approval of Mr. Rochman's proposal with regard to hiring an investment
banking firm to make recommendations to the Board of Directors regarding
actions to be taken to improve earnings of Heartland Bancshares and enhance
shareholder value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER MATTERS.
--------------
In Mr. Rochman's discretion, on such other matters as may properly be
presented at the 1998 Annual Meeting of Shareholders or at any adjournments
thereof.
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF BARRETT R. ROCHMAN AND DAVID A.
BURNS AS DIRECTORS OF HEARTLAND BANCSHARES, AND FOR THE PROPOSAL OF MR.
ROCHMAN WITH REGARD TO HIRING AN INVESTMENT BANKING FIRM TO MAKE
RECOMMENDATIONS TO THE BOARD OF DIRECTORS REGARDING ACTIONS TO BE TAKEN TO
IMPROVE EARNINGS OF HEARTLAND BANCSHARES AND ENHANCE SHAREHOLDER VALUE. WITH
RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED AT THE 1998 ANNUAL
MEETING OF SHAREHOLDERS, MR. ROCHMAN INTENDS TO VOTE IN ACCORDANCE WITH HIS
BEST JUDGMENT ON SUCH MATTERS.
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, guardian
or other representative capacity, 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: ______________, 1998 _________________________________
(Signature)
_________________________________
(Signature, if held jointly)
<PAGE>
BARRETT R. ROCHMAN
P.O. BOX 3074
CARBONDALE, ILLINOIS 62902
(800) 529-3513 OR (618) 457-4334
February ___, 1998
Dear Fellow Shareholder:
Enclosed is my proxy statement and form of proxy relating to the 1998
Annual Meeting of Shareholders of Heartland Bancshares, Inc.
Please sign the enclosed BLUE PROXY and return it as soon as possible in
the enclosed self-addressed, postage pre-paid envelope. Most likely, you also
will receive a separate proxy statement and a proxy card from the Board of
Directors of Heartland similar to the way you received such materials last
year. I encourage you to sign and return only the enclosed BLUE PROXY and NOT
the proxy card you may receive from Heartland. If you do sign, date and
return a BLUE PROXY to me and if you later sign and return a proxy card to the
Board of Directors of Heartland Bancshares, only the latter proxy will be
counted. It is critical that I receive your BLUE PROXY before the Annual
Meeting.
If you hold your shares through a broker or bank, please call the person
responsible for your account as soon as possible and ask him or her to vote
the BLUE PROXY card and not to vote the proxy card that you may receive from
Heartland Bancshares. Then, ask your broker or bank to vote FOR David A.
Burns and me for election as directors of Heartland Bancshares and FOR my
proposal to recommend that the Board of Directors hire an investment banking
firm to make recommendations to the Board of Directors as to ways to improve
earnings at Heartland and enhance shareholder value.
I believe that I am qualified to serve as a director of Heartland
Bancshares and, if elected, I will have the best interests of our shareholders
in mind. I feel I have a lot to offer our company.
If you have any questions, please call me at (800) 529-3513 or (618)
457-4334. Thank you for your help and I look forward to seeing you at the
Annual Meeting.
Sincerely,
/s/ Barrett R. Rochman
Barrett R. Rochman
