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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. 4)*
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)
February 12, 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
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
- ------------------------------------------------------------------------------
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
67,924 (1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,940 (2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
67,924 (1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,940 (2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,438
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- ------------------------------------------------------------------------------
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) 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 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
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
No shares of Heartland Bancshares, Inc. were purchased. Therefore,
Item 3 is inapplicable.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Rochman has asked the issuer to make him one of management's
nominees for election as a director at the 1998 annual meeting of
shareholders of the issuer. If Mr. Rochman is not a management
nominee for election as a director at the 1998 annual meeting of
shareholders, he presently intends to (i) nominate himself for
election as a director in connection with such meeting; (ii) submit a
proposal at the 1998 annual meeting of shareholders 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; and (iii) solicit proxies for use at the 1998
annual meeting in favor of Mr. Rochman's election as a director, in
favor of his proposal and, assuming that David A. Burn is nominated,
in favor of the election of David A. Burns as a director of the
issuer. Mr. Rochman anticipates at this time that any proxy
solicitation undertaken by him in connection with the 1998 annual
meeting would be either in opposition to the proxy solicitation by
the board of directors of the issuer relating to the same meeting or
in connection with his being a management nominee under the proxy
solicitation of the issuer relating to the same meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares beneficially owned by Mr. Rochman
is 69,438, or 7.9%, of the outstanding common stock of the
issuer.
(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. 4 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 2,940 shares, as
identified on Lines 8 and 10 of the Cover Page of this Amendment
No. 4 to Schedule 13D. The identity and background information
for Marilyn Rochman is as follows:
<PAGE>
(1) Name: Marilyn Rochman
(2) Residence Address: 1345 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) Mr. Rochman has not effected any transactions in the common stock
of the issuer in the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
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. 4 to Schedule 13D.
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.
2/17/98 /s/ Barrett Rochman
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Date Signature
Barrett Rochman
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Name/Title
