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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 24, 2000
HERITAGE FINANCIAL HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-31825 63-1259533
(Commission File No.) (I.R.S. Employer Identification No.)
211 Lee Street, N.E.
Decatur, Alabama 35601
(Address of Principal Executive Offices)
(205) 355-9500
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Information
On March 14, 2000 and June 13, 2000, respectively, the shareholders of
Heritage Financial Holding Corporation (the "Corporation"), a Delaware
corporation, and Heritage Bank (the "Bank"), an Alabama banking corporation,
approved a Plan of Reorganization and Agreement of Merger whereby the
shareholders of the Bank would exchange each share of their Bank common stock,
par value $.01 per share, for one share of Corporation common stock, par value
$.01 per share, pursuant to an exemption from registration under Section
3(a)(12) of the Securities Act of 1933, as amended. As a result, the Bank became
a wholly-owned subsidiary of the Corporation.
On October 10, 2000, the Federal Reserve approve the Corporation's
election to become a financial holding company pursuant to the
Gramm-Leach-Bliley Act.
On October 24, 2000, the Bank deregistered its common stock with the
Federal Deposit Insurance Corporation pursuant to Rule 12g-4(a)(1)(i) of the
Securities Exchange Act of 1934, as amended (the "Act"), and the Corporation
registered its common stock pursuant to Section 12(g) of the Act.
Item 7. Financial Statements and Exhibits
EXHIBIT
NO. DESCRIPTION
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(2)-1 Plan of Reorganization and Agreement of Merger, dated
as of March 14, 2000, by and among Heritage Financial
Holding Corporation, Heritage Interim Corporation and
Heritage Bank pursuant to an exemption from
registration under Section 3(a)(12) of the Securities
Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HERITAGE FINANCIAL HOLDING CORPORATION
By /s/ Reginald D. Gilbert
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Reginald D. Gilbert
President and Chief Executive Officer
Dated: November 9, 2000
