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Rule 497(e)
Reg. No. 33-11371
File No. 811-4982
HEARTLAND SMALL CAP CONTRARIAN FUND
HEARTLAND VALUE FUND
Supplement dated August 18, 1998
to
Prospectus dated May 1, 1998
Reopening of Value Fund. The Board of Directors of Heartland Group, Inc.
("Board") has determined to re-open the Value Fund effective on November 9,
1998. Beginning on that date, new accounts may be opened in the Value Fund
subject to an initial minimum purchase of $25,000. This minimum applies to all
new accounts other than IRA accounts, including those opened through
intermediaries. IRA accounts may be opened with an initial minimum purchase of
$500. The Value Fund reserves the right not to accept purchases through any
intermediary arrangement that its officers determine employs investment
strategies which are not in the best interests of the Value Fund and its
shareholders.
Proposed Reorganization of Small Cap Contrarian Fund. On August 17, 1998,
following Board approval, the Contrarian Fund adopted a Plan of Reorganization
and Liquidation (the "Plan") whereby the Contrarian Fund would be combined with
the Value Fund. The Plan provides for acquisition of all of the assets of the
Contrarian Fund, net of liabilities, by the Value Fund in exchange for shares of
Value Fund common stock of an equivalent value, to be distributed to Contrarian
Fund shareholders on a pro rata basis. The value of each Contrarian Fund
shareholder's account in the Value Fund immediately after the transaction is
expected to be the same as the value of such shareholder's account in the
Contrarian Fund immediately prior to the transaction.
The Board believes that the proposed reorganization is in the best interests of
the Contrarian Fund shareholders and recommends that they approve the Plan at
the special meeting of shareholders scheduled for November 4, 1998. The Plan
requires the approval of the Contrarian Fund shareholders before it can be
implemented. Details of the transaction and other information about the Plan
will be set forth in a proxy statement/prospectus to be mailed to Contrarian
Fund shareholders in September 1998. If approved, the reorganization is
expected to occur in early November 1998.
Although the Contrarian Fund is currently closed to most new investors, in order
to facilitate the reorganization, purchase orders after September 30, 1998, will
be at the sole discretion of the Contrarian Fund's officers, and no purchase
orders will be accepted within seven days prior to the closing date of the
reorganization.
Questions may be directed to Heartland Advisors, Inc. at 1-800-432-7856 or (414)
289-7000.
<PAGE>
Rule 497(e)
Reg. No. 33-11371
File No. 811-4982
HEARTLAND U.S. GOVERNMENT SECURITIES FUND
Supplement dated August 18, 1998
to
Prospectus dated May 1, 1998
U.S. Government Securities Fund Portfolio Manager Update. Douglas S. Rogers has
left his position as co-portfolio manager of the U.S. Government Securities Fund
with Heartland Advisors, Inc. to pursue other interests. Patrick J. Retzer, who
has served as the Government Fund's portfolio manager or co-portfolio manager
since 1988, has assumed sole management of the Government Fund.
Questions may be directed to Heartland Advisors, Inc. at 1-800-432-7856 or (414)
289-7000.
