SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
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))
[X] 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:
N/A
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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:
Not Applicable
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(2) Form, Schedule or Registration Statement No.:
N/A
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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 asked management to provide me with a copy of the shareholders list of
Heartland Bancshares. Management has refused to provide to me with the
shareholders list and, accordingly, I will deliver this Proxy Statement and
the accompanying BLUE PROXY to Heartland Bancshares or its stock transfer
agent for prompt forwarding to shareholders of Heartland Bancshares.
Heartland or its transfer agent will then mail my proxy materials to
shareholders in accordance with applicable federal securities laws. I have
delivered this Proxy Statement to Heartland Bancshares or its transfer agent
on or about March 26, 1998.
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 two proxy statements 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 later 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 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 David A. Burns and me 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 or other consultant to make specific
recommendations to the Board of Directors in order to improve earnings of
Heartland Bancshares and 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 or other consultant to suggest actions designed to
improve earnings and 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.
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 enhance shareholder value at Heartland Bancshares
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 what I believe to be: (i) the
excessive director's 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 nearby financial institutions, I would like to see the
director's fees reduced.
Representatives of the following financial institutions provided the
information below as to their director's fees:
1. First National Bank of Steelville pays each director $8,400 a year
in director's fees.
2. The Bank of Herrin pays director's fees of approximately $6,000 a
year to each director.
3. First National Bank and Trust Company of Carbondale pays each
director approximately $8,000 a year in director's fees.
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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 had a return on total assets of less than
0.3% and had a return on shareholders' equity of approximately 1.18%. I
believe that Heartland should earn a return on total assets of at least 1%
annually. I also believe that Heartland should be providing shareholders with
a return on our equity of somewhere between 10% and 15% per year, instead of
less than 2%. 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%. In addition, the Office of the Comptroller of the
Currency ("OCC") reported that the return on assets for FDIC-insured national
banks for the third quarter of 1997 was 1.25%. The OCC further reported that
the return on equity for FDIC-insured national banks for the third quarter of
1997 was 14.3%. The return on assets and return on equity of Heartland
Bancshares as of September 30, 1997 were SIGNIFICANTLY LOWER than the returns
reported by the OCC for the same period.
I need your support in order to elect David 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.
I beneficially own 69,924 of the outstanding shares of common stock of
Heartland Bancshares, but I disclaim ownership of 1,426 shares owned by my
wife. David 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 7.8% of the outstanding shares of
common stock of Heartland Bancshares, and David Burns' shares represent
approximately 0.60% of the outstanding shares of common stock of Heartland
Bancshares. Thus, 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. Based upon the Proxy Statement used in
connection with the 1997 Annual Meeting of Heartland, the directors and
officers of Heartland (a group of eight individuals) beneficially own in the
aggregate 199,000 shares of Heartland, or 22.7%, of the common stock of
Heartland.
I believe that I can serve the best interests of the shareholders of
Heartland Bancshares. My interests as the second largest shareholder of
Heartland would, 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.
The Board has advised me that they will not nominate me to serve as a
director. 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 improve earnings and to enhance the
value of Heartland Bancshares' common stock. As a further indication of my
interest in serving you - the shareholders of Heartland Bancshares - I will
waive my director's fees until Heartland earns at least 1% on its assets.
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
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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.
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 Burns and myself for election as directors (and assuming that I receive
a sufficient number of proxies to elect David Burns and myself to the Board),
David Burns and I will be elected as directors. I have agreed to serve as a
director of Heartland Bancshares if elected. David Burns has advised me that
he will serve as a director 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 Burns and me
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 BURNS OR ME.
In the event that David Burns and I are elected to the Board of
Directors, we would hold only two of the six director positions 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 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 intend to submit to management of Heartland
Bancshares the following statement in support of my proposal. Absent
instructions to the contrary, the BLUE PROXIES received by me will be voted
FOR the shareholder proposal.
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<PAGE>
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 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 Board of Directors as
to specific actions designed to improve earnings of Heartland
Bancshares and enhance shareholder value, and (b) prepare a report
regarding the investment banking firm's or consultant'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' recent financial performance has
been very disappointing. In its most recent quarterly report filed with the
SEC, Heartland Bancshares had net income for the third quarter of 1997 of only
$30,000, or 4 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 had a return on total assets of less than 0.3% and had a
return on shareholders' equity of approximately 1.18%. 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 Heartland should earn a
return on total assets of at least 1% annually and provide shareholders with a
return on our equity of somewhere between 10% and 15% per year. 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%.
Further, the Office of the Comptroller of the Currency ("OCC") reported that
the return on assets for FDIC-insured national banks for the third quarter of
1997 was 1.25%. The OCC also reported that the return on equity for
FDIC-insured national banks for the third quarter of 1997 was 14.3%.
Heartland Bancshares' return on assets and return on equity as of September
30, 1997 were significantly lower than the returns reported by the OCC for the
same period.
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 enhance shareholder value 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 Vice-President of 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
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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 owned as follows: (i) I beneficially own 66,498 shares directly; and
(ii) the Barrett Rochman Family Investment beneficially owns 2,000 shares,
over which I have shared voting and investment power with my wife, Marilyn
Rochman. Additionally, my wife beneficially owns 1,426 shares directly, but I
disclaim any beneficial interest in her shares. The address for the Barrett
Rochman Family Investment is P.O. Box 3074, Carbondale, Illinois 62902. Based
upon information available to me, the shares beneficially owned by me
constitute approximately 7.8% of the outstanding voting shares of Heartland
Bancshares.
David Burns' principal occupation is the real estate and securities
investment business. He is the President of Southern Illinois Systems, Inc.,
which is the general partner of 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 of experience in his field. Mr. 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 Burns constitute approximately
0.60% of the outstanding voting shares of Heartland Bancshares.
Neither David Burns nor I, nor any of our associates, (i) are, or within
the past year have been, a party to any contract, arrangement or understanding
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 Burns nor any companies
that he controls have any loans outstanding with Heartland National Bank.
Neither David Burns nor I have any arrangement or understanding with any
other person or persons pursuant to which either of us will be nominated as a
director of Heartland Bancshares. Neither David Burns nor I, nor any of our
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 $35,000 (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 $500. 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.
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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.
(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.
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(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.
(32) On February 4, 1998, the Boo Rochman Charitable Corporation sold
940 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 Burns has made
in Heartland Bancshares common stock was the purchase of 5,000 shares of
Heartland Bancshares by 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 proposal with regard
to hiring an investment banking firm or other consultant for the purpose of
making recommendations to the Board of Directors of actions to be taken to
improve earnings of Heartland Bancshares and 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 (vii) 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.
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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 the election of David Burns and
me to the Board of Directors of Heartland Bancshares, and FOR my proposal with
regard to hiring an investment banking firm or other consultant for the
purpose of making recommendations to the Board of Directors regarding actions
to be taken to improve earnings at Heartland Bancshares and 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 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 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.
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 THE ELECTION OF DAVID BURNS AND ME AS DIRECTORS OF HEARTLAND
BANCSHARES AND FOR MY SHAREHOLDER 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.
-9-
<PAGE>
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 March 25, 1998.
-10-
<PAGE>
PROXY PROXY
PROXY SOLICITED ON BEHALF OF BARRETT R. 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. SHAREHOLDER PROPOSAL OF MR. ROCHMAN.
-----------------------------------
Approval of Mr. Rochman's proposal with regard to hiring an investment
banking firm or other consultant 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
<PAGE>
3. OTHER MATTERS.
-------------
In Mr. Rochman's discretion, to vote on such other matters as may
properly be presented at the 1998 Annual Meeting of Shareholders or at any
adjournments thereof.
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 OR OTHER CONSULTANT
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 RELATING TO THE 1998
ANNUAL MEETING OF SHAREHOLDERS 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)
_________________________________
(Title, if appropriate)
2
<PAGE>
BARRETT R. ROCHMAN
P.O. BOX 3074
CARBONDALE, ILLINOIS 62902
(800) 529-3513 OR (618) 457-4334
March 25, 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.
After you have read my proxy statement, please sign the enclosed BLUE
PROXY and return it to me 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 then 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 or other consultant to make recommendations to the Board regarding
specific actions to be taken to improve earnings at Heartland and to 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,
Barrett R. Rochman
