HEARTLAND BANCSHARES INC/FL

mechanism = DUTCH...itially began to evaluate generally the advantages and disadvantages of repurchasing shares from shareholders. The board informally considered the possible methods of repurchasing shares, including an open market repurchase plan, a fixed price tender offer and a dutch auction tender offer. No formal action was taken, and the board did not focus on terminating our reporting obligations. On February 17, 2005, our board met to discuss alternatives to better manage our large shareholder base and thinly-traded common stock. The alternatives considered included a possible going private transaction, various structur...

mechanism = DUTCH...was due to the increasing SEC reporting obligations that would be phased in for the Company in 2005 and 2006. The board informally considered the possible methods of repurchasing shares, including an open market repurchase plan, a fixed price tender offer and a dutch auction tender offer. No formal action was taken, and the board did not focus on terminating our reporting obligations. On October 28, 2004, members of our board, including Messrs. Clinard and Belflower, met with counsel to discuss generally the alternatives for pursuing a possible going private transaction. No transaction was pursued since all...

mechanism = DUTCH...was due to the increasing SEC reporting obligations that would be phased in for the Company in 2005 and 2006. The board informally considered the possible methods of repurchasing shares, including an open market repurchase plan, a fixed price tender offer and a dutch auction tender offer. No formal action was taken, and the board did not focus on terminating our reporting obligations. On October 28, 2004, members of our board, including Messrs. Clinard and Belflower, met with counsel to discuss generally the alternatives for pursuing a possible going private transaction. No transaction was pursued since all...

mechanism = DUTCH...was due to the increasing SEC reporting obligations that would be phased in for the Company in 2005 and 2006. The board informally considered the possible methods of repurchasing shares, including an open market repurchase plan, a fixed price tender offer and a dutch auction tender offer. No formal action was taken, and the board did not focus on terminating our reporting obligations. On October 28, 2004, members of our board, including Messrs. Clinard and Belflower, met with counsel to discuss generally the alternatives for pursuing a possible going private transaction. No transaction was pursued since all...

mechanism = DUTCH...was due to the increasing SEC reporting obligations that would be phased in for the Company in 2005 and 2006. The board informally considered the possible methods of repurchasing shares, including an open market repurchase plan, a fixed price tender offer and a dutch auction tender offer. No formal action was taken, and the board did not focus on terminating our reporting obligations. On October 28, 2004, members of our board, including Messrs. Clinard and Belflower, met with counsel to discuss generally the alternatives for pursuing a possible going private transaction. No transaction was pursued since all...

threshold = 501...e our registration under the Securities Exchange Act of 1934, as amended, and relieve us of the costs typically associated with the preparation and filing of public reports and other documents. Q. What will I receive in the reclassification transaction? A. If you own in record name fewer than 501 shares of our common stock on the date of the reclassification, your shares of common stock will automatically be converted into an equal number of shares of preferred stock. You will be asked to turn in your stock certificate for common stock so that we can send to you a certificate for shares of preferred stock. If you own in record name 501...

threshold = 501...wing the procedures outlined in this proxy statement. Q: Do I need to attend the special meeting in person? A: No. You do not have to attend the special meeting to vote your Heartland Bancshares shares. Q: Should I send in my stock certificates now? A. No. If you own in record name fewer than 501 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 501 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

threshold = 501...wing the procedures outlined in this proxy statement. Q. Do I need to attend the special meeting in person? A. No. You do not have to attend the special meeting to vote your Heartland Bancshares shares. Q. Should I send in my stock certificates now? A. No. If you own in record name fewer than 501 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 501 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

threshold = 501...wing the procedures outlined in this proxy statement. Q. Do I need to attend the special meeting in person? A. No. You do not have to attend the special meeting to vote your Heartland Bancshares shares. Q. Should I send in my stock certificates now? A. No. If you own in record name fewer than 501 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 501 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

threshold = 501...wing the procedures outlined in this proxy statement. Q. Do I need to attend the special meeting in person? A. No. You do not have to attend the special meeting to vote your Heartland Bancshares shares. Q. Should I send in my stock certificates now? A. No. If you own in record name fewer than 501 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 501 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

txn_type = CONSOLIDATION...traded common stock. The alternatives considered included a possible going private transaction, various structures of which were discussed, as well as alternatives to a going private transaction, such as a tender offer, stock repurchases on the open market, a reverse stock split, whereby shareholders 14 Table of Contents owning less than a certain number of shares would be “cashed-out” of the company, the issuance of preferred stock to holders of a smaller number of shares of common stock, and other methods of reducing the number of outstanding shares of our common stock (although not necessarily the number of o...

txn_type = CONSOLIDATION...esiring to go private and yet not cash out its shareholders. On February 17, 2005, our board met to discuss the alternatives for pursuing a going private transaction. The alternatives considered included a tender offer, stock repurchases on the open market, a reverse stock split, whereby shareholders owning less than a certain number of shares would be “cashed-out” of the company, the issuance of preferred stock to holders of a smaller number of shares of common stock, and other methods of reducing the number of outstanding shares of our common stock (although not necessarily the number of our record shareholder...

txn_type = CONSOLIDATION...esiring to go private and yet not cash out its shareholders. On February 17, 2005, our board met to discuss the alternatives for pursuing a going private transaction. The alternatives considered included a tender offer, stock repurchases on the open market, a reverse stock split, whereby shareholders owning less than a certain number of shares would be “cashed-out” of the company, the issuance of preferred stock to holders of a smaller number of shares of common stock, and other methods of reducing the number of outstanding shares of our common stock (although not necessarily the number of our record shareholder...

txn_type = CONSOLIDATION...esiring to go private and yet not cash out its shareholders. On February 17, 2005, our board met to discuss the alternatives for pursuing a going private transaction. The alternatives considered included a tender offer, stock repurchases on the open market, a reverse stock split, whereby shareholders owning less than a certain number of shares would be “cashed-out” of the company, the issuance of preferred stock to holders of a smaller number of shares of common stock, and other methods of reducing the number of outstanding shares of our common stock (although not necessarily the number of our record shareholder...

txn_type = CONSOLIDATION...esiring to go private and yet not cash out its shareholders. On February 17, 2005, our board met to discuss the alternatives for pursuing a going private transaction. The alternatives considered included a tender offer, stock repurchases on the open market, a reverse stock split, whereby shareholders owning less than a certain number of shares would be “cashed-out” of the company, the issuance of preferred stock to holders of a smaller number of shares of common stock, and other methods of reducing the number of outstanding shares of our common stock (although not necessarily the number of our record shareholder...