HERITAGE BANCORP INC /PA/
8-K, 1996-02-16
STATE COMMERCIAL BANKS
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<PAGE>
 
                      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):  January 30, 1996



                            HERITAGE BANCORP, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



            Pennsylvania                0-12506         23-2228542
    ----------------------------      -----------  --------------------
    (State or other jurisdiction      (Commission  (I.R.S. Employer
    of incorporation or               File No.)    Identification Number)      
    organization)                  
                                                         



         120 South Centre Street, Pottsville, Pennsylvania      17901
- --------------------------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)



              Registrant's telephone number, including area code:


                                (717) 622-2320



                                NOT APPLICABLE
- --------------------------------------------------------------------------------
            (Former name or address, if changed, since last report)



Exhibit Index on page 5.
<PAGE>
 
  ITEM 5  OTHER EVENTS.
          ------------ 

          AUTHORIZATION OF STOCK REPURCHASES.
          ---------------------------------- 

          On January 30, 1996, the Board of Directors of the Corporation
  authorized the repurchase of up to $2,500,000 in aggregate purchase price of
  the Corporation's outstanding common stock.  Pursuant to the authorization,
  appropriate executive officers of the Corporation may direct the repurchases
  at times and in amounts determined by them to be prudent.

          The Corporation expects to use available cash to fund the
  repurchases and does not anticipate borrowing for this purpose.  Repurchases
  will be made from time to time on the open market or in privately negotiated
  transactions.  The shares to be purchased will be used for reissuance in
  connection with the Corporation's benefit plans, including but not limited to
  the Employee Stock Ownership Plan, Dividend Reinvestment and Stock Purchase
  Plan, Stock Option Plans and such other benefit plans as may hereinafter be
  adopted by the Corporation and for other general purposes of the Corporation.

          The press release announcing the authorization of the share
  repurchases is attached hereto as Exhibit 99 and incorporated herein by
  reference.


                                     - 2 -
<PAGE>
 
  ITEM 7  FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
          ------------------------------------------------------------------ 


                 (c)  Exhibits.


                      99    -  Press Release, dated February 13, 1996,
                               announcing authorization of stock repurchases.

                                     - 3 -
<PAGE>
 
          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 hereunto duly authorized.



                                HERITAGE BANCORP, INC.



                                By:  /s/ Allen E. Kiefer
                                   ------------------------------
                                     Allen E. Kiefer
                                     President and Chief Executive Officer
 
 

  Date:  February 13, 1996

                                     - 4 -
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



  Exhibit No.                                                    Page No.
  -----------                                                    --------

      99         Press Release, dated February 13, 1996,            6
                 announcing authorization of stock
                 repurchases

                                     - 5 -

<PAGE>


- ----------------- 
NEWS RELEASE
   FROM
- -----------------

              [LETTERHEAD OF HERITAGE BANCORP, INC. APPEARS HERE]

                                                                      Exhibit 99

RELEASE DATE:                                       FOR ADDITIONAL INFORMATION
                                                    CONTACT:

IMMEDIATE RELEASE
February 13, 1996                                   Allen E. Kiefer
                                                    President and CEO

              HERITAGE BANCORP, INC. AUTHORIZES SHARE REPURCHASE

Pottsville, Pennsylvania, January 30, 1996...Heritage Bancorp, Inc.'s Board of 
Directors authorized the repurchase of up to $2,500,000 in aggregate purchase 
price of the Corporation's outstanding stock.

Allen E. Kiefer, President and Chief Executive Officer of the Corporation, 
indicated that available cash would be used to fund the share repurchases, which
will be made from time to time on the open market or in privately negotiated 
transactions. The shares purchased under the authorization would be used for 
general corporate purposes, including reissuance under the Corporation's 
Employee Stock Ownership Plan, Dividend Reinvestment and Stock Purchase Plan, 
Stock Option Plans and other appropriate uses. Currently Heritage has 1,946,575 
shares outstanding. 

Heritage Bancorp, Inc., with assets in excess of $300 million, is headquartered 
in Pottsville, Pennsylvania, and is the parent company of Heritage National 
Bank.


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