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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2) *
HEARTLAND BANCSHARES, INC.
________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________
(Title of Class of Securities)
421970 10 4
______________
(CUSIP Number)
N/A
________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 1 of 10 pages<PAGE>
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CUSIP No. 421970 10 4 13G Page 2 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Heartland Bancshares, Inc. Employee Stock Ownership Plan
Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
37-1356594
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Illinois
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 68,936
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 68,936
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 68,936
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.3%
12. TYPE OF REPORTING PERSON* EP
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CUSIP No. 421970 10 4 13G Page 3 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Paul R. Calcaterra
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with
5. SOLE VOTING POWER 2,103
6. SHARED VOTING POWER 125,007
7. SOLE DISPOSITIVE POWER 2,103
8. SHARED DISPOSITIVE POWER 125,007
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 127,110
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 15.3%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 421970 10 4 13G Page 4 of 10 Pages
1. NAMES OF REPORTING PERSONS:
B. D. Cross
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 14,602
6. SHARED VOTING POWER 100,508
7. SOLE DISPOSITIVE POWER 14,602
8. SHARED DISPOSITIVE POWER 100,508
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 115,110
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 421970 10 4 13G Page 5 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Charles Stevens
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 14,602
6. SHARED VOTING POWER 100,508
7. SOLE DISPOSITIVE POWER 14,602
8. SHARED DISPOSITIVE POWER 100,508
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 115,110
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 421970 10 4 13G Page 6 of 10 Pages
1. NAMES OF REPORTING PERSONS:
James C. Walker
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 2,103
6. SHARED VOTING POWER 112,507
7. SOLE DISPOSITIVE POWER 2,013
8. SHARED DISPOSITIVE POWER 122,507
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 124,610
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 15.0%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 421970 10 4 13G Page 7 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Randall Youngblood
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 27,102
6. SHARED VOTING POWER 100,508
7. SOLE DISPOSITIVE POWER 27,102
8. SHARED DISPOSITIVE POWER 100,508
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 127,610
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.3%
12. TYPE OF REPORTING PERSON* IN
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Page 8 of 10 Pages
ITEM 1(a) NAME OF ISSUER:
Heartland Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
318 South Park Avenue
Herrin, Illinois 62948-3604
ITEM 2(a) NAME OF PERSON(S) FILING:
Heartland Bancshares, Inc. Employee Stock Ownership Plan
Trust ("ESOP"), and the following individuals who serve as its
trustees: Paul R. Calcaterra, B.D. Cross, Charles Stevens, James
C. Walker, and Randall Youngblood.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP:
See Row 4 of the second part of the cover page provided
for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER:
See the upper left corner of the second part of the cover
page provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters. <PAGE>
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Page 9 of 10 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Heartland Bancshares, Inc., in its capacity as the ESOP
Committee, has the power to determine whether dividends on
allocated shares that are paid to the ESOP trust are distributed
to participants or are used to repay the ESOP loan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.<PAGE>
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Page 10 of 10 Pages
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.
HEARTLAND BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Paul R. Calcaterra January 26, 1999
__________________________________ _________________
Paul R. Calcaterra, as Trustee Date
/s/ B.D. Cross January 27, 1999
__________________________________ _________________
B.D. Cross, as Trustee Date
/s/ Charles Stevens January 26, 1999
__________________________________ _________________
Charles Stevens, as Trustee Date
/s/ James C. Walker January 26, 1999
__________________________________ _________________
James C. Walker, as Trustee Date
/s/ Randall Youngblood January 26, 1999
__________________________________ _________________
Randall Youngblood, as Trustee Date
/s/ Paul R. Calcaterra January 26, 1999
_________________________________________ _________________
Paul R. Calcaterra, as an Individual Date
Stockholder
/s/ B. D. Cross January 26, 1999
________________________________________ _________________
B. D. Cross, as an Individual Date
Stockholder
/s/ Charles Stevens January 26, 1999
_________________________________________ _________________
Charles Stevens, as an Individual Date
Stockholder
/s/ James C. Walker January 26, 1999
_________________________________________ _________________
James C. Walker, as an Individual Date
Stockholder
/s/ Randall Youngblood January 26, 1999
_________________________________________ _________________
Randall Youngblood, as an Individual Date
Stockholder
