-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JeifTTmfaTK3jQiWA+v5/AW5aOd1YzIQeTsfjygW0yvcrwAiXpxIDbTM6iJcaXSm 1BzvSpXDXATpTGUPyszM2A== 0001169232-02-001453.txt : 20020905 0001169232-02-001453.hdr.sgml : 20020905 20020905143457 ACCESSION NUMBER: 0001169232-02-001453 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020905 GROUP MEMBERS: RIGGS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND BANCSHARES INC CENTRAL INDEX KEY: 0001007002 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 371356594 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49820 FILM NUMBER: 02757420 BUSINESS ADDRESS: STREET 1: 318 SOUTH PARK AVE CITY: HERRIN STATE: IL ZIP: 62948 BUSINESS PHONE: 6189427373 MAIL ADDRESS: STREET 1: 318 SOUTH PARK CITY: HERRIN STATE: IL ZIP: 62948 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMYAN PHILIP J CENTRAL INDEX KEY: 0001132425 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTER SPRINGS STATE: IL ZIP: 30538 BUSINESS PHONE: 7083467022 MAIL ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTERN SPRINGS STATE: IL ZIP: 30538 SC 13D 1 d51875_13d.txt INITIAL BENEFICIAL STATEMENT OF OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Heartland Bancshares, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 422-34A-107 (CUSIP Number) Elliot Press, Esq., c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, NY 10022 (212) 940-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G 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 (the "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). SCHEDULE 13D - ------------------------ CUSIP No. 422-34A-107 - ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riggs Partners LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 78,410 shares BENEFICIALLY -------------------------------------------------------- 8 SHARED VOTING POWER OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 78,410 shares -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 78,410 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 9 - ------------------------ CUSIP No. 422-34A-107 - ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Timyan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 78,410 shares (comprised of shares owned by Riggs Partners LLC) BENEFICIALLY -------------------------------------------------------- 8 SHARED VOTING POWER OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 78,410 shares (comprised of shares owned by Riggs Partners LLC) PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 78,410 shares (comprised of shares owned by Riggs Partners LLC) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 9 Item 1. Security and Issuer This Statement relates to the shares of Common Stock, no par value ("Common Stock") of Heartland Bancshares, Inc. (the "Company"), a corporation organized under the laws of the State of Indiana. The principal executive offices of the Company are located at 420 North Morton Street, P.O. Box 469, Franklin, Indiana 46131. Item 2. Identity and Background (a) Pursuant to Rule 13-d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by Riggs Partners LLC, a Illinois limited liability company ("RP LLC"), with respect to the shares of Common Stock beneficially owned by it and Philip J. Timyan, as managing member of RP LLC. RP LLC and Mr. Timyan (together, the "Reporting Persons") are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. (b)-(c) Riggs Partners LLC RP LLC is a limited liability company the principal business of which is investing for profit in securities and other assets. The managing member of RP LLC is Philip J. Timyan. The principal business address of RP LLC is 3945 Central Avenue, Western Springs, Illinois 60558. Philip J. Timyan Mr. Timyan is principally employed as the Managing Member of RP LLC. The principal business address of Mr. Timyan is 3945 Central Avenue, Western Springs, Illinois 60558. (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation Page 4 of 9 with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds used to purchase the shares of Common Stock held by RP LLC is $666,906. The source of funds used by RP LLC to purchase such shares was working capital. In addition, RP LLC effects purchases of shares primarily through margin accounts maintained for RP LLC with USB Warburg which may extend credit to RP LLC as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of the debit balances in the account. Item 4. The Reporting Persons have acquired the shares of the Company reported herein for investment purposes. The Reporting Persons intend to profit from the appreciation of the Common Stock, which the Reporting Persons believe is undervalued in light of the Company's strong deposit base, despite the negative impact of the Company's recent poor loan underwriting experiences. If management is unable to satisfactorily address the Company's loan quality issues and restore the Company to profitability, the Reporting Persons intend to adopt a more active role in asserting their rights as shareholders, including, without limitation, seeking to facilitate the sale of the Company or by seeking representation on the Company's Board. In that regard, the Reporting Person intends to closely scrutinize and monitor developments at the Company and, in particular, to attempt to evaluate the Company's efforts with respect to addressing loan quality issues and returning to profitability. The Reporting Person may at any time and from time-to-time (i) acquire additional shares of the Company's Common Stock (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, (ii) dispose of shares of the Company's Common Stock at prices deemed favorable in the open market, in privately negotiated transactions or otherwise or (iii) take such other actions, including actions which could result in the changes or events specified in clauses (a)-(j) of Item 4 of the Form of Schedule 13D, as the Reporting Persons determines to be in its best interest. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of the outstanding Common Stock of the Company reported owned by each Reporting Person is based upon 1,394,172 shares of Common Stock outstanding as of August 9, 2002, as reported in the Company's quarterly report on Form 10-Q for the Page 5 of 9 fiscal quarter ended June 30, 2002. As of the close of business on September 5, 2002: (i) RP LLC owns 78,410 shares of Common Stock which represent approximately 5.62% of the outstanding Common Stock; and (ii) Philip J. Timyan owns no shares of Common Stock. As the managing member of RP LLC, Mr. Timyan may be deemed, by the provisions of Rule 13d-3 of the Exchange Act Rules, to be the beneficial owner of 78,410 shares of Common Stock owned by RP LLC. Such shares constitute approximately 5.62% of the outstanding Common Stock (b) RP LLC has the sole power to vote and dispose of the shares of common stock it holds, which power is exercisable by Mr. Timyan as managing member of RP LLC. (c) Set forth immediately below is a description of each transaction in the Company's Common Stock that were effected by RP LLC within the last 60 days. All such transactions were purchases effected on the open market. Number of Price per Shares Share Date ------ ----- ---- 2,600 $9.25 7/8/02 1,000 $9.23 7/9/02 1,000 $9.23 7/10/02 9,539 $9.08 7/11/02 6,095 $9.02 7/15/02 1,233 $8.71 7/19/02 1,500 $8.50 7/22/02 5,000 $8.30 8/6/02 6,464 $8.32 8/7/02 2,075 $8.16 8/12/02 1,100 $8.07 8/16/02 5,000 $8.15 8/16/02 2,500 $8.05 8/21/02 5,000 $8.00 8/26/02 5,500 $7.93 8/26/02 5,000 $7.75 8/27/02 4,804 $7.70 8/27/02 3,000 $7.60 8/29/02 (d) Not applicable. (e) Not applicable. Page 6 of 9 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuers None. Item 7. Material to be Filed as Exhibits Exhibit 1: Agreement pursuant to Rule 13d-1(k). Page 7 of 9 SIGNATURE After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 5, 2002 RIGGS PARTNERS, LLC By: /s/ Philip J. Timyan ------------------------------- Name: Philip J. Timyan Title: Managing Member /s/ Philip J. Timyan ---------------------------------- Philip J. Timyan Page 8 of 9 EX-1 3 d51875_ex1.txt JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT REGARDING JOINT FILING UNDER UNDER RULE 13D-1(K) OF THE EXCHANGE ACT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the filing on behalf of each of a Statement on Schedule 13D, and all amendments thereto, with respect to the shares of common stock, no par value, of Heartland Bancshares, Inc. Dated: September 5, 2002 /s/ Philip J. Timyan ------------------------------------- Philip J. Timyan Riggs Partners LLC By: /s/ Philip J. Timyan --------------------------------- Philip J. Timyan, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----