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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. 8)*
Heartland Bancshares, Inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------------------------------------------
(Title of Class of Securities)
421970 104
---------------------------------------------
(CUSIP Number)
Barrett Rochman, 1345 E. Park, Carbondale, Illinois 62902
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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>
CUSIP NO. 421970 104 PAGE 2 OF 4 PAGES
-------------------- ----- -----
This Amendment No. 8 to Barrett Rochman's Schedule 13D amends the
Schedule 13D initially filed by Mr. Rochman on August 1, 1996 and subsequently
amended on September 17, 1996; April 11, 1997; October 27, 1997; December 10,
1997; January 30, 1998; February 17, 1998; April 29, 1998; May 5, 1998; and June
12, 1998.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows. In connection with the issuer's
1998 annual meeting of shareholders, four persons were nominated for
election as directors. Those persons were David A. Burns, Roger O.
Hileman, Barrett R. Rochman and Charles Stevens. The Board of
Directors of the issuer solicited proxies in favor of the election of
Mr. Hileman and Mr. Stevens, both of whom were management's nominees
for election as directors. Mr. Rochman solicited proxies for the
election of Mr. Burns and himself.
Following the annual meeting of shareholders, the Board of Directors of
the issuer announced that Mr. Hileman and Mr. Stevens were elected as
directors, with terms expiring in 2001. The Board also announced that
certain shares of the issuer as to which Mr. Rochman held proxies were
disqualified and not voted.
Mr. Rochman then filed a lawsuit (the "Lawsuit") against the issuer and
its directors, asking the court, among other items, to declare Mr.
Rochman and Mr. Burns as the directors elected at the 1998 annual
meeting of shareholders instead of Mr. Hileman and Mr. Stevens.
The Lawsuit will be dismissed, with prejudice, by mutual agreement of
the parties to the Lawsuit pursuant to a Settlement Agreement and
Release, dated November 19, 1998 (the "Agreement"), a copy of which is
being filed herewith as an exhibit pursuant to Item 7 hereof and is
here by incorporated by reference herein. The Agreement provides, among
other things, for the following:
1. The Board of Directors amended the issuer's By-Laws to expand
the Board of Directors from six (6) members to nine (9)
members.
2. The Board of Directors took action such that the Board of
Directors of the issuer is constituted, effective as of
November 19, 1998, as follows:
Directors whose term expires in 1999
------------------------------------
James C. Walker
Randall A. Youngblood
James L. Cripps
<PAGE>
Directors whose term expires in 2000
------------------------------------
Paul Calcaterra
B. D. Cross
Roger O. Hileman
Directors whose term expires in 2001
------------------------------------
David A. Burns
Barrett R. Rochman
Charles Stevens
3. The Board of Directors of the issuer will not be increased or
decreased by action of the directors for one (1) year
following the settlement, except with the prior written
concurrence of Mr. Rochman.
4. The defendants in the Lawsuit will cause Mr. Rochman to be
paid $60,000.
5. The defendants in the Lawsuit will release Mr. Rochman and Mr.
Burns as set forth in the Agreement.
6. Mr. Rochman will release the defendants in the Lawsuit as set
forth in the Agreement.
7. Mr. Burns will release the defendants in the Lawsuit in
accordance with Exhibit A attached to the Agreement.
8. No party to the Lawsuit admitted liability in connection with
the Agreement.
9. The parties to the Lawsuit will cooperate in issuing a joint
press release to describe the actions taken pursuant to the
Agreement. In addition, a letter acceptable to all parties to
the Lawsuit will be mailed to all shareholders of the issuer
explaining the end of the Lawsuit.
Mr. Rochman may purchase additional shares of common stock of the
issuer, may seek various regulatory approvals under federal banking law
to allow him to increase his share ownership to 10% or more of the
outstanding shares of common stock of the issuer, or dispose of any or
all of his shares of common stock of the issuer at any time, which he
now or may hereafter acquire. Moreover, in his position as a director,
Mr. Rochman intends to fully participate in all discussions of the
Board of Directors, including making suggestions as to the selection of
nominees for election to the Board of Directors of the issuer.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) Mr. Rochman has not effected any transactions in the common
stock of the issuer in the past sixty (60) days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None, other than as disclosed in response to Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Settlement Agreement attached as Exhibit A.
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.
November 24, 1998 /s/ Barrett Rochman
- ---------------------- ------------------------------
Date Signature
Barrett Rochman
Name/Title
EXHIBIT A
SETTLEMENT AGREEMENT AND RELEASE
--------------------------------
This Settlement Agreement and Release ("Agreement") is made this 19th
day of November, 1998, between the Plaintiff, Barrett R. Rochman, and the
Defendants, Heartland Bancshares, Inc., an Illinois corporation, and Roger O.
Hileman, Charles Stevens, James C. Walker, Randall A. Youngblood, Paul R.
Calcaterra, and B.D. Cross. The parties are, respectively, the Plaintiff and
the Defendants in a lawsuit pending in the Circuit Court of the First Judicial
Circuit, Williamson County, Illinois, docketed as Case No. 98-CH-38 ("the
Lawsuit").
The parties desire to resolve and settle their dispute and terminate
the Lawsuit.
Now, therefore, it is agreed:
1. At or prior to the next regularly scheduled meeting of Heartland
Bancshares, Inc.'s Board of Directors, which shall occur on November 19, 1998,
the existing directors of Heartland Bancshares, Inc. will vote to amend
Heartland's By-Laws to expand the Board of Directors to nine (9). One new
directorship will be created for each of the three (3) classes of directors.
The existing Directors will then take those actions necessary and
appropriate so that at the conclusion of the November 19, 1998 board meeting,
the following persons will have been elected or appointed as Directors of
Heartland Bancshares, Inc. to serve in the classes indicated:
Mr. Rochman, Mr. David A. Burns and Mr. Stevens will be in the
class of Directors whose term will expire in 2001.
Mr. Hileman, Mr. Calcaterra and Mr. Cross will be in the class
of Directors whose term will expire in 2000.
Mr. Youngblood, Mr. Walker and Mr. James L. Cripps will be in
the class of Directors whose term will expire in 1999.
1
<PAGE>
2. The Board of Directors of Heartland Bancshares, Inc. will not be
increased or decreased by action of the present Directors for one (1) year
following this settlement, except with the prior written concurrence of Mr.
Rochman.
3. The defendants will cause Mr. Rochman to be paid $60,000.00.
4. The parties shall release one another and Mr. David A. Burns as set
forth below. Mr. Burns will furnish a general release to Heartland Bancshares,
Inc. and the individual Defendants in the form attached hereto and made a part
hereof as Exhibit A.
5. Upon the signing of this Agreement by all parties and the
Defendants' performance of their obligations as set forth in Paragraphs 1 and 3
above, Barrett R. Rochman shall be deemed to have released and forever
discharged Heartland Bancshares, Inc., and its present and former officers,
directors, agents, employees, subsidiaries and affiliates, including, but not
limited to the individuals named as Defendants in the Lawsuit, and all of their
respective heirs, executors, administrators, successors and assigns of and from
any and all claims, actions, causes of action, demands, rights, damages, costs,
loss of services, expenses and compensation of every kind and nature, which
Barrett R. Rochman now has or which may hereafter accrue on account of, or in
any way growing out of, any and all known and unknown, foreseen and unforeseen
injuries, claims and damages and the consequences thereof, resulting from any
events, which occurred prior to the date hereof, including, but not limited to,
any damages Barrett R. Rochman may have incurred in regard to, or that may
relate to, the allegations contained in the Lawsuit and any claims that the
parties could have made in the Lawsuit that pertain to, or arise out of, any of
the facts referenced in the Lawsuit.
Upon the signing of this Agreement by all parties, and the delivery of
the fully executed release to be furnished by Mr. David A. Burns as specified in
Paragraph 4, above, Heartland
2
<PAGE>
Bancshares, Inc., Roger O. Hileman, Charles Stevens, James C. Walker, Randall A.
Youngblood, Paul R. Calcaterra and B.D. Cross shall each be deemed to have
released and forever discharged Barrett R. Rochman and David A. Burns, and their
respective heirs, executors, administrators, successors and assigns, of and from
any and all claims, actions, causes of action, demands, rights, damages, costs,
loss of services, expenses and compensation of every kind and nature, which
Heartland Bancshares, Inc., Roger O. Hileman, Charles Stevens, James C. Walker,
Randall A. Youngblood, Paul R. Calcaterra or B.D. Cross now have or which may
hereafter accrue on account of, or in any way growing out of, any and all known
and unknown, foreseen and unforeseen injuries, claims and damages and the
consequences thereof, resulting from any events, which occurred prior to the
date hereof, including, but not limited to, any damages Heartland Bancshares,
Inc., Roger O. Hileman, Charles Stevens, James C. Walker, Randall A. Youngblood,
Paul R. Calcaterra or B.D. Cross may have incurred in regard to, or that may
relate to, their allegations contained in the Lawsuit and any claims that the
parties could have made in the Lawsuit that pertain to, or arise out of, any of
the facts referenced in the Lawsuit.
6. It is understood and agreed that this settlement is the compromise
of doubtful and disputed claims, and that the consideration given is not to be
construed as an admission of liability on the part of the party or parties
hereby released, and that the releasees deny liability therefor and intend
merely to avoid litigation and buy their peace. Each party signing this release
warrants that they have full authority to execute this Release on its, his or
her behalf.
7. Each of the undersigned further declares and represents that no
promise, inducement or agreement not herein expressed has been made to the
undersigned, and that this Settlement
3
<PAGE>
Agreement and Release contains the entire agreement between the parties hereto,
and that the terms of this Settlement Agreement and Release are contractual and
are not a mere recital.
8. Immediately following the occurrence of the actions described in
Paragraphs 1, 3-5, above, the pending Lawsuit will be dismissed with prejudice;
each party to bear their own costs.
9. All parties will cooperate in issuing a joint press release to
describe the actions taken pursuant to this Agreement. Further, a letter
acceptable to all parties hereto will be issued to all shareholders of Heartland
Bancshares, Inc. explaining the end of the litigation. The press release
relating to this Agreement will indicate that the Lawsuit has been resolved and
that the parties look forward to working together in order to maximize
shareholder profits. There is to be no mention of the financial aspects of this
Agreement in either the press release or the letter to shareholders.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois.
11. This Agreement may be executed in counterparts, each of which
together shall constitute one and the same agreement.
Heartland Bancshares, Inc.
By: /s/ Randall A. Youngblood
--------------------------------------
Randall A. Youngblood, Chairman
(print name and title)
/s/ Robert O. Hileman
--------------------------------------
Roger O. Hileman
/s/ Charles Stevens
--------------------------------------
Charles Stevens
4
<PAGE>
--------------------------------------
James Stevens
/s/ James C. Walker
--------------------------------------
James C. Walker
/s/ Randall A. Youngblood
--------------------------------------
Randall A. Youngblood
/s/ B.D. Cross
--------------------------------------
B.D. Cross
/s/ Paul Calcaterra
--------------------------------------
Paul Calcaterra
/s/ Barrett R. Rochman
--------------------------------------
Barrett R. Rochman
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that Randall A. Youngblood , personally
appeared before me this day and acknowledged him/herself to be the Chairman of
HEARTLAND BANCSHARES, INC., a corporation, and that he/she, as such Chairman ,
being authorized so to do, executed the foregoing instrument f or the purposes
therein contained, by signing the name of the corporation by him/herself as
Chairman .
Given under my hand and seal this 19th day of November , 1998.
-- ---------
(SEAL)
/s/ Roger O. Hileman
---------------------
Notary Public
5
<PAGE>
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Sharon L. Pizanowski , a notary public in and for said county in the
State aforesaid, do hereby certify that ROGER O. HILEMAN, personally known to me
to be the same person whose name is subscribed to the foregoing document,
appeared before me this day in person and acknowledged that he signed, sealed
and delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Sharon L. Pizanowski
------------------------
Notary Public
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that CHARLES STEVENS, personally known to me
to be the same person whose name is subscribed to the foregoing document,
appeared before me this day in person and acknowledged that he signed, sealed
and delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
----------------------
Notary Public
6
<PAGE>
STATE OF )
------------------------- ) SS:
COUNTY OF )
------------------------
I, ____________________, a notary public in and for said county in the
State aforesaid, do hereby certify that JAMES STEVENS, personally known to me to
be the same person whose name is subscribed to the foregoing document, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this day of , 1998.
----- ---------------
(SEAL)
------------------------
Notary Public
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that JAMES C. WALKER, personally known to me
to be the same person whose name is subscribed to the foregoing document,
appeared before me this day in person and acknowledged that he signed, sealed
and delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
----------------------
Notary Public
7
<PAGE>
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that RANDALL A. YOUNGBLOOD, personally known
to me to be the same person whose name is subscribed to the foregoing document,
appeared before me this day in person and acknowledged that he signed, sealed
and delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
----------------------
Notary Public
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that B.D. CROSS, personally known to me to be
the same person whose name is subscribed to the foregoing document, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
---------------------
Notary Public
8
<PAGE>
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, Roger O. Hileman , a notary public in and for said county in the
State aforesaid, do hereby certify that PAUL CALCATERRA, personally known to me
to be the same person whose name is subscribed to the foregoing document,
appeared before me this day in person and acknowledged that he signed, sealed
and delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
----------------------
Notary Public
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF JACKSON )
------------------------
I, Andrea I. Mann , a notary public in and for said county in the State
aforesaid, do hereby certify that BARRETT R. ROCHMAN, personally known to me to
be the same person whose name is subscribed to the foregoing document, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Andrea I. Mann
----------------------
Notary Public
9
<PAGE>
Exhibit A
RELEASE
-------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, David A. Burns, being of lawful age, and having
the full authority to execute this release in his own behalf, for and in
consideration of his appointment to the Board of Directors of Heartland
Bancshares, Inc. pursuant to the terms of the Settlement Agreement and Release
dated November 19 , 1998 by and between Barrett R. Rochman and Heartland
Bancshares, Inc., Roger O. Hileman, Charles Stevens, James C. Walker, Randall A.
Youngblood, Paul R. Calcaterra and B.D. Cross, and the release of claims against
David A. Burns set forth therein, the receipt and sufficiency of which is hereby
acknowledged, hereby releases, acquits and forever discharges Heartland
Bancshares, Inc., its present and former officers, directors, agents, employees,
subsidiaries and affiliates, including, but not limited to Roger O. Hileman,
Charles Stevens, James C. Walker, Randall A. Youngblood, Paul R. Calcaterra and
B.D. Cross, (the "Releasees"), of and from any and all claims, actions, causes
of action, demands, rights, damages, costs, loss of services, expenses and
compensation of every kind and nature, which the undersigned now have or which
may hereafter accrue on account of, or in any way growing out of, any and all
known and unknown, foreseen and unforeseen injuries, claims and damages and the
consequences thereof, resulting from any events, which occurred prior to the
date hereof, including, but not limited to, any damages the undersigned may have
incurred in regard to, or that may relate to, the allegations contained in Case
No. 98-CH-38 and any claims that the parties could have made in said suit that
pertain to, or arise out of, any of the facts referenced in said suit.
It is understood and agreed that this release is given in settlement
and compromise of a doubtful and disputed claim, and that the consideration
given is not to be construed as an admission of liability on the part of the
party or parties hereby released, and that said Releasees deny liability
therefore and intend merely to avoid litigation and buy their peace.
The undersigned further declares and represents that no promise,
inducement or agreement not herein expressed has been made to the undersigned,
and that this Release contains the entire agreement between the parties hereto,
and that the terms of this Release are contractual and are not a mere recital.
THE UNDERSIGNED HAS READ THE FOREGOING RELEASE AND FULLY UNDERSTANDS IT.
Signed, sealed and delivered this 19th day of November , 1998 .
---- --------- --
/s/ David A. Burns
------------------------
David A. Burns
10
<PAGE>
STATE OF ILLINOIS )
------------------------- ) SS:
COUNTY OF WILLIAMSON )
------------------------
I, the undersigned, Notary Public in and for said County in the State
aforesaid, do hereby certify that DAVID A. BURNS, personally known to me to be
the same person whose name is subscribed to the foregoing document, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the said document as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November , 1998.
(SEAL)
/s/ Roger O. Hileman
----------------------
Notary Public
11
