UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 41061 / February 17, 1999 Administrative Proceeding File No. 3-9829 _________________________ : ORDER INSTITUTING PUBLIC In the Matter of : PROCEEDINGS PURSUANT TO : SECTION 21C OF THE SECURITIES BARRETT R. ROCHMAN, : EXCHANGE ACT OF 1934, MAKING : FINDINGS AND IMPOSING A Respondent. : CEASE-AND-DESIST ORDER _________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Barrett R. Rochman ("Rochman"). II. In anticipation of the institution of these proceedings, Rochman has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the findings contained in this Order, except as to jurisdiction over Rochman and over the subject matter of these proceedings, which Rochman admits, Rochman consents to the entry of this Order and the imposition of sanctions as set forth below. Accordingly, IT IS ORDERED that a proceeding pursuant to Section 21C of the Exchange Act be, and hereby is, instituted. III. FACTS On the basis of this Order and the Offer submitted by Rochman, the Commission finds that: A. Respondent Barrett R. Rochman is 55 years old and resides in Carbondale, Illinois. During all relevant times, Rochman was a shareholder of Heartland Bancshares, Inc. B. Other Relevant Entity Heartland Bancshares, Inc. (“Heartland„) is a bank holding company registered with the Commission pursuant to Section 12(g) of the Exchange Act. Heartland is headquartered in Herrin, Illinois, and its principal business is overseeing the business and operation of Heartland National Bank. C. Rochman Acquires More than 5% of Heartland’s Outstanding Shares In January 1996, Heartland was created to facilitate the conversion of First Federal Savings and Loan Association of Herrin (“First Federal„) to Heartland National Bank. During Heartland’s conversion, Rochman, a former customer of First Federal, purchased 1,426 Heartland shares. From July 1, 1996, the first day Heartland opened for trading on the over-the- counter market, to July 17, 1996, Rochman purchased an additional 44,900 Heartland shares. As of July 17, 1996, Rochman owned a total of 46,326 shares of Heartland stock, an amount in excess of five percent of all outstanding Heartland shares. D. Rochman Failed To Timely File A Schedule 13D With the Commission On August 1, 1996, fourteen days after Rochman purchased more than five percent of Heartland’s outstanding shares, Rochman filed his first Schedule 13D (the “August 13D„) with the Commission. Rochman’s August 13D was filed after Section 13(d)’s ten-day filing requirement. Rochman also failed to send a copy of the August 13D to Heartland. E. Rochman Filed A Deficient Schedule 13D With the Commission On September 17, 1996, sixty-three days after Rochman purchased more than five percent of Heartland’s outstanding shares, Rochman filed a second Schedule 13D (the “September 13D„) with the Commission. Rochman’s September 13D failed to disclose that 2,000 Heartland shares beneficially owned by Rochman were held by him as a member of the Barrett Rochman Family Investment. Further, Rochman’s September 13D indicated that Rochman had no shared dispositive or voting power with respect to Heartland securities. In fact, at that time, Rochman shared voting and dispositive power over the 2,000 Heartland shares held by the Barrett Rochman Family Investment. Rochman’s September 13D also did not contain a complete description of Rochman’s Heartland purchases during the past sixty days. In addition, Rochman understated the actual number of Heartland shares he beneficially owned and had the power to vote in his September 13D. Rochman disclosed in his September 13D beneficial ownership of and sole voting power over 53,615 Heartland shares. In fact, Rochman actually owned and had the sole power to vote 55,041 Heartland shares as of September 17, 1996. Finally, Rochman also failed to send a copy of the September 13D to Heartland. F. Rochman Failed to Promptly Amend His September 13D Rochman failed to promptly amend his September 13D on three occasions. On two of those occasions, Rochman failed to promptly amend his September 13D when he purchased or disposed of more than 1% of Heartland’s outstanding shares. First, on September 19, 1996, Rochman purchased 10,000 Heartland shares, or 1.1% of Heartland’s outstanding shares. Second, between October 31, 1996, and February 5, 1997, Rochman purchased a total of 9,500 Heartland shares, or 1.08% of Heartland’s outstanding shares. Both of these events triggered a statutory obligation for Rochman to promptly file an amended Schedule 13D. Rochman, however, failed to file his first amended Schedule 13D (the “First Amended 13D„) disclosing these transactions until April 11, 1997, approximately seven months after the first event that required an amendment. Rochman also failed to promptly amend his September 13D with respect to his intention to run for Heartland’s board of directors. In a letter to Heartland dated March 27, 1997, Rochman requested that Heartland select him as a management nominee to Heartland’s board. Rochman, however, did not disclose his intention to seek board membership until he filed his First Amended 13D more than two weeks later. IV. LEGAL ANALYSIS Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder require any person who acquires, directly or indirectly, the beneficial ownership of more than five percent of any equity security of an issuer to file with the Commission, within ten days after such acquisition, a statement containing the information required by Schedule 13D. 17 C.F.R. § 240.13d- 1(a). Schedule 13D provides the form and describes certain required information to be included in statements filed pursuant to Section 13(d)(1) and Rule 13d-1(a). 17 C.F.R. § 240.13d-101. As described above, Rochman filed his August 13D after Section 13(d)’s ten-day filing requirement, and his September 13D failed to provide all of the required information. Finally, Rochman failed to send copies of his first two Schedules 13D to Heartland as required by Section 13(d)(1) and Rule 13d-7. Section 13(d)(2) of the Exchange Act and Rule 13d-2 thereunder require that amendments to Schedule 13D be promptly filed if any material change occurs to the facts set forth in the Schedule 13D. 17 C.F.R. § 240.13d-2(a). An acquisition or disposition in an amount equal to one percent or more of the reporting person’s beneficial ownership of specified securities is deemed material for purposes of Rule 13d-2. Id. Rochman violated Section 13(d)(2) of the Exchange Act and Rule 13d-2 thereunder by failing to promptly amend his September 13D after acquiring and/or disposing of more than one percent of Heartland’s outstanding shares on two separate occasions. In addition, Rochman also violated Section 13(d)(2) of the Exchange Act and Rule 13d-2 thereunder by failing to promptly amend his September 13D disclosing his intention to run for Heartland’s board of directors. V. FINDINGS As a result of the conduct set forth above, the Commission finds that Rochman violated Section 13(d) of the Exchange Act, and Rules 13d-1, 13d-2 and 13d-7 thereunder. VI. ORDER Based on the foregoing, the Commission deems it appropriate to accept the Offer and impose the sanctions specified therein. Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Rochman cease and desist from committing or causing any violation and any future violation of Section 13(d) of the Exchange Act and Rules 13d-1, 13d-2 and 13d- 7 thereunder. By the Commission. Jonathan G. Katz Secretary