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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-12
Heritage Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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Notes:
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On February 14, 2000, Heritage Bancorp, Inc. ("Heritage") and SouthBanc
Shares, Inc. ("SouthBanc") issued a joint press release which reported that
Heritage and SouthBanc had entered into an Agreement and Plan of Merger,
pursuant to which Heritage will be merged with and into SouthBanc, with
SouthBanc being the surviving entity.
SouthBanc and Heritage will be filing a joint proxy statement-prospectus and
other relevant documents concerning the merger with the Securities and Exchange
Commission ("SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT-
PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by SouthBanc will be available free of charge from the Corporate
Secretary of SouthBanc at 907 North Main Street, Anderson, South Carolina 29622,
telephone (864) 225-0241. Documents filed with the SEC by Heritage will be
available free of charge from the Corporate Secretary of Heritage at 201 West
Main Street, Laurens, South Carolina 29360, telephone (864) 984-4581. INVESTORS
SHOULD READ THE JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
Certain Information Concerning Participants
Heritage and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of Heritage stockholders to approve
the merger. Heritage's board of directors is composed of J. Riley Bailes, Aaron
H. King, John H. Lake, John C. Owings, II, and J. Edward Wells. Other
participants in the solicitation may include Will B. Ferguson (Vice President of
Heritage Federal Bank), Edwin I. Shealy (Chief Financial Officer and Treasurer
of Heritage and Heritage Federal Bank), John M. Swofford (Vice President of
Heritage Federal Bank) and James H. Wasson, Jr. (Vice President and Secretary of
Heritage Federal Bank). These directors and executive officers may be deemed to
be beneficial owners of shares of Heritage common stock as follows: Mr. Bailes,
104,034 shares (2.4%); Mr. King, 93,484 shares (2.1%); Mr. Lake, 73,484 shares
(1.7%); Mr. Owings, 89,753 shares (2.0%); Mr. Wells, 137,310 shares (3.1%); Mr.
Ferguson, 62,150 shares (1.4%); Mr. Shealy, 79,749 shares (1.8%); Mr. Swofford,
48,355 shares (1.1%); and Mr. Wasson, 61,925 shares (1.4%). Collectively, these
directors and executive officers may be deemed to beneficially own 15.3% of
Heritage's outstanding shares of common stock. This ownership information is as
of December 31, 1999.
As a result of consummation of the merger, all stock options and shares of
restricted stock awarded under Heritage's stock benefit plans will vest. Under
the terms of the agreement, all outstanding stock options will be canceled in
exchange for a cash payment equivalent to $17.65 less the option exercise price.
In addition, Mr. Wells will enter into employment contracts with SouthBanc and
Heritage Federal Bank and Messrs. Ferguson, Shealy, Swofford and Wasson will
each enter into a Change in Control Agreement with SouthBanc and Heritage
Federal upon consummation of the merger. Mr. Wells will serve as Chairman of
SouthBanc and a director of Perpetual Bank, A Federal Savings Bank.
