HEARTLAND BANCSHARES INC/FL
424B3, 1999-02-24
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                                                Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-67107


                           HEARTLAND BANCSHARES, INC.


             SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 5, 1999


     Perumalswamy Rajaram has resigned as a director of Heartland Bancshares 
effective as of February 24, 1999, for personal reasons. Further, Dr. Rajaram 
will not be purchasing 10,000 shares of Heartland Bancshares common stock in 
this offering. Accordingly, after completion of the minimum offering of 620,000 
shares, the organizers and directors of Heartland Bancshares will own a total 
of 135,000 shares, or 21.3%, of the 634,500 shares to be then issued and 
outstanding.





            The date of this Supplement No. 1 is February 24, 1999.



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