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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): December 12, 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.)
201 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 December 12, 2000, the Board of Directors of Heritage Financial
Holding Corporation (the "Corporation") adopted and ratified certain changes to
the Heritage Bank Amended and Restated Employee Stock Purchase Plan (the "Plan")
as a result of the Plan of Reorganization and Agreement of Merger dated as of
March 14, 2000, by and among Heritage Bank, Heritage Interim Corporation and the
Corporation, which became effective as of August 31, 2000. On the same date, the
Board of Directors of the Corporation adopted a resolution suspending the Plan
as of December 12, 2000 and until such time as the Corporation adopts a
resolution to the contrary in order to review all the terms and conditions of
the Plan with a view toward providing eligible employees of the Corporation with
the most effective and efficient mechanisms in an employee stock purchase plan.
All shares of common stock of the Corporation to be issued by the Corporation
under the Plan in connection with the January and July offering periods in the
year 2000 shall be issued to such subscribing employees pursuant to the Plan on
their respective issuance dates in the year 2001.
On December 22, 2000, the Federal Reserve approved the Corporation's
election to withdraw the financial holding company ("FHC") status of the
Corporation under the Gramm-Leach-Bliley Act. The Corporation remains a bank
holding company under the Bank Holding Company Act.
Item 7. Financial Statements and Exhibits
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EXHIBIT
NO. DESCRIPTION
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(2)-1 Plan 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, filed as Exhibit (2)-1 to
the Corporation's Report on Form 8-K, filed on
November 9, 2000, is hereby incorporated herein by
reference.
(4)-1 Heritage Financial Holding Company Employee Stock
Purchase Plan.
(99)-1 Letter from Federal Reserve Bank of Atlanta, dated
December 22, 2000, approving the termination of the
Corporation's FHC status.
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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 Operating Officer
Dated: January 9, 2001
