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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. 5)*
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)
April 28, 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK and PF
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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
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7 SOLE VOTING POWER
NUMBER OF
89,924 (1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,940 (2)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
84,924 (1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,940 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,438
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% (3)
- ------------------------------------------------------------------------------
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 83,498 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. This number does not include shares for which Mr. Rochman
has received proxies to be exercised at the annual meeting.
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.
3) Based upon the information included in the issuer's proxy statement dated
April 3, 1998.
<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
Mr. Rochman used bank loans and personal funds to make the purchase
described in this Amendment to No. 5 to Schedule 13D as follows:
Bank of Herrin
101 South Park Avenue
Herrin, Illinois 62948 $136,000
Personal funds $136,000
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Total Funds Used in
the Purchase: $272,000
========
ITEM 4. PURPOSE OF TRANSACTION
At the 1998 annual meeting of shareholders, Mr. Rochman presently
intends to (i) nominate himself for election as a director in
connection with such meeting; and (ii) submit a proposal 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. Mr. Rochman has solicited and is
soliciting proxies for use at the 1998 annual meeting in favor of his
election as a director, in favor of his shareholder proposal and,
assuming that David A. Burns is nominated, in favor of the election of
David A. Burns as a director of the issuer. The proxy solicitation
undertaken by Mr. Rochman in connection with the 1998 annual meeting
has been in opposition to the proxy solicitation by the board of
directors 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 86,438, or 9.8%, of the outstanding common stock of
the issuer based upon information included in the issuer's
proxy statement dated April 3, 1998.
(b) Mr. Rochman has sole power to vote and dispose of 84,924
shares, as identified on Lines 7 and 9 of the Cover Page of
this Amendment No. 5 to Schedule 13D,
<PAGE>
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. 5 to Schedule 13D.
The identity and background information for Marilyn Rochman is
as follows:
(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 effected the following transaction in the
common stock of the issuer in the past sixty (60) days:
1. On April 28, 1998, Mr. Rochman purchased 17,000 shares
of common stock of the issuer at $16.00 per share.
This transaction was a privately negotiated sale
between Mr. Rochman and the seller.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The seller also provided partial financing to Mr. Rochman in
connection with the purchase of these shares. Mr. Rochman has an
agreement with the seller to purchase an additional 7,500 shares from
the seller at $16.00 a share on or before June 1, 1998. Mr. Rochman
has received a proxy of the seller to vote 42,500 shares of the issuer
held of record by the seller as of the record date for the annual
meeting.
<PAGE>
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. 5 to Schedule 13D, other than with respect to the bank
loan disclosed in response to Item 3 hereof and the pledges of
securities of the issuer in connection with such loans.
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.
4/29/98 /s/ Barrett Rochman
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Date Signature
Barrett Rochman
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Name/Title