<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)1
HERITAGE BANCORP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
426926-10-1
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 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 the disclosures provided in a prior cover page.
The information required in 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 ("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).
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CUSIP No. 426926-10-1 Page 2 of 5 Pages
1. Name of Reporting Person:
Heritage Federal Bank Employee Stock Ownership Plan
S.S. or I.R.S. Identification No. of above person:
57-1074149
2. Check the appropriate box if a member of a group*
(a) /X/
(b) /_/
3. SEC USE ONLY
4. Citizenship or Place of Organization:
State of South Carolina
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 370,300
6. Shared Voting Power: 0
7. Sole Dispositive Power: 370,300
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
370,300
10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares*
/__/
11. Percent of Class Represented by Amount in Row 9: 8.3%
12. Type of Reporting Person*: EP
*SEE INSTRUCTIONS
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CUSIP No. 426926-10-1 Page 3 of 5 Pages
ITEM 1(A). NAME OF ISSUER.
Heritage Bancorp, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
201 W. Main Street
Laurens, South Carolina 29360
ITEM 2(A). NAME OF PERSON FILING.
Heritage Federal Bank Employee Stock Ownership Plan ("ESOP").
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(C). CITIZENSHIP.
See Row 4 of page 2.
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value per share.
ITEM 2(E). CUSIP NUMBER.
See the cover page.
ITEM 3. THE PERSON FILING IS AN:
Employee Benefit Plan which is subject to the provisions of the Employee
Income Security Act of 1974, as amended.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by the trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
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CUSIP No. 426926-10-1 Page 4 of 5 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second part of the cover
page.
(b) Percent of Class: See Row 11 of the second part of the cover page.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover page.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Pursuant to the ESOP, Heritage Federal Bank has the power to direct the
persons who receive dividends on shares held in the plan trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by the trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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CUSIP No. 426926-10-1 Page 5 of 5 Pages
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HERITAGE FEDERAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ J. Edward Wells
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Heritage Federal Bank
as Plan Administrator
J. Edward Wells
President
Date: February 5, 1999
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Exhibit A
Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit of
participating employees by the ESOP Trustees. The Plan Trustee shares voting and
dispositive power with Heritage Federal Bank. By the terms of the Plan, the Plan
Trustee votes stock allocated to participant accounts as directed by
participants. Common stock held by the Trust, but not yet allocated or as to
which participants have not made timely voting directions, is voted by the Plan
Trustee (pursuant to its fiduciary responsibilities under Section 404 of the
Employee Retirement Income Security Act of 1974, as amended). Investment
direction is exercised by the Plan Trustee (pursuant to its fiduciary
responsibilities under Section 404 of the Employee Retirement Income Security
Act of 1974, as amended).
The Plan Trustee(s) and their beneficial ownership of shares of common
stock of the issuer exclusive of responsibilities as a Plan Trustee or Plan
sponsor, as the case may be, are as follows (such ownership being disregarded in
reporting the Plan's ownership within this Schedule 13G):
<TABLE>
<CAPTION>
Direct Beneficial Beneficial Ownership
Name Ownership As Plan Participant
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<S> <C> <C>
J. Edward Wells 22,000 0
Edwin I. Shealy 16,984 0
</TABLE>
