SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 23, 2000
Date of Report (Date of earliest event reported)
HEARTLAND BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 333-32245 35-2017085
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
420 North Morton Street 46131
Franklin, Indiana (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code (317) 738-3915
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Item 5. Other Events
The Board of Directors has adopted a Shareholder Rights Plan (the
"Plan"). The purpose of the Plan is to deter certain coercive tactics
that have been used to acquire control of public corporations and to
enable the Board of Directors to represent effectively the interests of
the shareholders and other constituencies of the Company in the event of
a takeover attempt. The Plan will not deter negotiated mergers or
business combinations that the Board of Directors determines to be in
the shareholders best interests and in the best interests of the
Company. The Plan is designed to force an acquiror to deal with the
Board of Directors. If the acquiror's proposal is not approved by the
Board, the issuance of the Rights provided for in the Plan would
dramatically alter the capital structure of the Company thereby making
the acquiror's proposal unattractive to it. The involvement of the Board
of Directors could improve the price and terms of any acquisition
proposal. The adoption of the Plan is not in response to any acquisition
proposal. The Plan does not in any way alter the financial strength of
the Company or interfere with its business plans. The adoption of the
Plan is not dilutive, does not affect reported earnings per share, and
is not taxable to the shareholders or the Company.
Under the Plan, rights will attach to the outstanding common shares at
the rate of one right for each share held by shareholders of record at
the close of business on July 7, 2000. The rights will become
exercisable only if a person or group of affiliated persons (an
"Acquiring Person") acquires 15% or more of the Company's common shares
or announces a tender offer or exchange offer that would result in the
acquisition of 30% or more of the outstanding common shares. At that
time, the rights may be redeemed at the election of the Board of
Directors of the Company. If not redeemed, then prior to the acquisition
by such person of 50% or more of the outstanding common shares of the
Company, the Company may exchange the rights (other than rights owned by
the Acquiring Person, which would have become void) for common shares
(or other securities) of the Company on a one-for-one basis. If not
exchanged, the rights may be exercised and the holders may acquire
preferred share units or common shares of the Company having a value of
two times the exercise price of $35.00. Each preferred share unit
carries the same voting rights as one common share. If the Acquiring
Person engages in a merger or other business combination with the
Company, the rights would entitle the holders to acquire shares of the
Acquiring Person having a market value equal to twice the exercise price
of the rights. The Plan will expire on June 22, 2010. The distribution
of the rights is not a taxable event for shareholders of the Company.
In connection with the adoption of the Plan, the Board of Directors also
approved the terms of the Series A Preferred Shares and adopted an
amendment to the Articles of Incorporation of the Company designating
the relative rights, preferences and limitations of the Series A
Preferred Shares.
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Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
3.01 Articles of Amendment of Articles of Incorporation as
filed with the Indiana Secretary of State on June 27,
2000.
4.01 Rights Agreement dated as of June 23, 2000 between
Heartland Bancshares, Inc., and Heartland Community Bank,
as Rights Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEARTLAND BANCSHARES, INC.
By:/S/Steve Bechman
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Steve Bechman
President
Dated: June 27, 2000
