UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Heritage Bancorp, Inc.
(Name of Issuer)
Common Stock ($5.00 Par Value)
(Title of Class of Securities)
426915 10 4
(CUSIP Number)
Jeffrey P. Waldron, Esquire, Stevens & Lee, 111 North Sixth
Street, Reading, Pennsylvania 19603 (610-478-2000)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).<PAGE>
SCHEDULE 13D
CUSIP NO. 426915 10 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCB Financial Services Corporation
IRS Identification No.: 23-2444807
2. Check the appropriate box is a member of a group (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds
BK AF WC
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization
Commonwealth of Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
947,041
8. Shared Voting Power
0
9. Sole Dispositive Power
947,041
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
947,041
12. Check box if the aggregate amount in row (11) excludes
certain shares [ ]
13. Percent of class represented by amount in row (11)
16.6%
14. Type of reporting person
HC CO<PAGE>
SCHEDULE 13D
ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common stock,
$5.00 par value, of Heritage Bancorp, Inc. ("Heritage"), a
business corporation incorporated under the laws of the
Commonwealth of Pennsylvania. The principal executive offices of
Heritage are located at 120 South Centre Street, Pottsville,
Pennsylvania 17901.
ITEM 2. Identity and Background.
(a), (b), and (c). This Schedule 13D is filed by BCB
Financial Services Corporation ("BCB"), a business corporation
incorporated under the laws of the Commonwealth of Pennsylvania.
BCB is a holding company that owns all of the outstanding capital
stock of Berks County Bank ("Berks County Bank"), a
Pennsylvania-chartered bank. BCB's and Berks County Bank's
principal executive offices are located at 400 Washington Street,
Reading, Pennsylvania 19601.
The name, business address and present principal
occupation or employment (including the name, principal business
and address of any corporation or other organization in which
such employment is conducted) of each executive officer, director
and controlling person of BCB are as follows:
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation or Employment
<S> <C> <C>
Harold C. Bossard P.O. Box 415 Retired President of
Grandview Road Bernville Bank, N.A.;
Bernville, PA 19506 Secretary of BCB and
Berks County Bank
Edwards J. Edwards E.J. Edwards Real Real Estate Sales and
Estate & Appraisals Appraisals, E. J.
607 Penn Avenue Edwards Real Estate
West Reading, PA 19611
Lewis R. Frame, Jr. Frame Group, Ltd. Vice President, Frame
P.O. Box 58 Group, Ltd.
Suplee, PA 19371
Ivan H. Gordon Gloray Company Chairman, Gloray
P.O. Box 14685 Company
Reading, PA 19612-4685
Jeffrey W. Hayes Hayes Construction, President, Hayes
Inc. Construction, Inc.
850 N. Wyomissing Blvd.
Wyomissing, PA 19610
Alfred B. Mast Mast & Moyer, Inc. President, Mast and
1100 Berkshire Blvd. Moyer, Inc.
P.O. Box 6366
Wyomissing, PA 19610
Nelson R. Oswald Berks County Bank President, Chief
400 Washington Street Executive Officer
Reading, PA 19601 and Chairman of the
Board of Directors of
BCB and Berks County
Bank
Wesley R. Pace Air Compressor Services Chairman of the Board,
Co. Air Compressor
613 Prison Road Services Co.;
Leesport, PA 19533 President, Wesrock
Capital Co.;
Consultant
Floyd S. Weber 287 Panorama Drive Partner, King's Potato
Denver, PA 17517 Chip Co. & King
Distributing Co.
Randall S. Weeber Berkshire Real Estate President, Weeber
Network Realtors; Realtor
965 Berkshire Boulevard Sales Associate,
Wyomissing, PA 19610 Berkshire Real
Estate Network
Robert D. McHugh, Jr. Berks County Bank Senior Vice President
400 Washington Street and Treasurer of BCB
Reading, PA 19601 and Berks County
Bank
</TABLE>
(d) and (e). Neither BCB nor any person identified in
Item 2(a), (b) and (c) hereof has ever been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding of any
judicial or administrative body which resulted in a judgment,
decree or final order against such person enjoining him against
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f). Each natural person identified in Item 2(a), (b)
and (c) is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source of funds to be used by BCB in making a
purchase of shares of common stock of Heritage, upon exercise of
the Option (defined in Item 4 hereof), if and to the extent the
Option is exercised, will be either cash on hand at BCB,
dividends from Berks County Bank, a loan from an unaffiliated
bank or other financial service company, or other borrowings.
BCB has not made, as of the date hereof, any definitive plans or
arrangements regarding the source of such funds.
Assuming the number of shares of Heritage common stock
outstanding remains unchanged from the number issued and
outstanding on November 18, 1997 (i.e., 4,758,999 shares), the
exercise of the Option in full, at an Option Price (defined in
Item 4 hereof) of $22.875 per share, will result in the purchase
of 947,041 shares for an aggregate purchase price of $21,663,563.
ITEM 4. Purpose of Transaction.
On November 18, 1997, BCB and Heritage entered into a
Stock Option Agreement (the "Stock Option Agreement") in which
Heritage granted to BCB the option (the "Option") to purchase,
under certain circumstances, described in this Item 4, up to
947,041 shares of Heritage common stock at an exercise price per
share (the "Option Price") equal to $22.875, subject to
adjustment as set forth in the Stock Option Agreement. The
Option was granted in connection with the execution by BCB and
Heritage of a definitive Agreement and Plan of Consolidation
dated November 18, 1997 (the "Agreement"), which is Exhibit 4.1
hereto and incorporated by reference herein. The Agreement
provides for the consolidation (the "Consolidation") of BCB and
Heritage into a new holding company (the "Holding Company") in
accordance with the provisions of the Pennsylvania Business
Corporation Law of 1988, as amended. Upon consummation of the
Consolidation, the registration of BCB and Heritage common stock
under Section 12(g) of the Securities Exchange Act of 1934 will
be terminated. After the Consolidation, Berks County Bank and
Heritage National Bank, the wholly-owned subsidiary of Heritage
("Heritage Bank"), will each operate as a wholly-owned subsidiary
of the Holding Company.
BCB required Heritage to grant the Option as a
condition to BCB entering into the Agreement for the purpose of
(i) providing some measure of compensation to BCB for loss of the
benefits expected from the Consolidation and/or loss of the
opportunity to explore other transactions while the Consolidation
is pending, in the event that a third party acquires control of
Heritage and (ii) increasing the likelihood that the
Consolidation will be completed.
Provided that (i) BCB shall not be, on the date of
exercise, in material breach of the agreements or covenants
contained in the Agreement, the Stock Option Agreement or the
reciprocal Stock Option Agreement by and between Heritage and
BCB, and (ii) no preliminary or permanent injunction or other
order against the delivery of shares covered by the Option issued
by any court of competent jurisdiction in the United States shall
be in effect on the date of exercise, upon or after the
occurrence of a Triggering Event (as such term is hereinafter
defined) BCB may exercise the Option, in whole or in part, at any
time or one or more times, from time to time; provided that the
Option shall terminate and be of no further force and effect upon
the earliest to occur of (A) the Effective Date of the
Consolidation, as provided in the Agreement, (B) termination of
the Agreement in accordance with the terms thereof prior to the
occurrence of a Triggering Event or a Preliminary Triggering
Event (as such term is hereinafter defined), other than a
termination of the Agreement pursuant to Section 6.01(d) thereof,
unless in the case of termination by Heritage pursuant to
Section 6.01(d), such termination is as a result of a willful
breach of the Agreement by Heritage (a termination pursuant to
Section 6.01(d), except a termination by Heritage as a result of
a willful breach by BCB, being referred to herein as a "Default
Termination"), (C) 18 months after the termination of the
Agreement by BCB or Heritage pursuant to a Default Termination,
and (D) 18 months after termination of the Agreement (other than
pursuant to a Default Termination) following the occurrence of a
Triggering Event or a Preliminary Triggering Event; and provided,
further, that any purchase of shares upon exercise of the Option
shall be subject to compliance with applicable securities and
banking laws.
The term "Triggering Event" means the occurrence of any
of the following events:
(i) a person or group (as such terms are
defined in the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations
thereunder), other than BCB or an affiliate of BCB, acquires
beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of 25% or more of the then outstanding
shares of common stock of Heritage (excluding any shares
eligible to be reported on Schedule 13G of the Securities
and Exchange Commission); or
(ii) a person or group, other than BCB or an
affiliate of BCB, enters into an agreement or letter of
intent or memorandum of understanding with Heritage or
Heritage shall have authorized, recommended or publicly
proposed, or publicly announced an intention to authorize,
recommend or propose, such an agreement or letter of intent
or memorandum of understanding, pursuant to which such
person or group or any affiliate of such person or group
would (i) merge or consolidate, or enter into any similar
transaction, with Heritage, (ii) acquire all or
substantially all of the assets or liabilities of Heritage
or all or substantially all of the assets or liabilities of
Heritage Bank (or any successor subsidiary), the wholly-
owned subsidiary of Heritage, or (iii) acquire beneficial
ownership of securities representing, or the right to
acquire beneficial ownership or to vote securities
representing, 25% or more of the then outstanding shares of
common stock of Heritage (excluding any shares eligible to
be reported on Schedule 13G of the Securities and Exchange
Commission) or the then outstanding shares of common stock
of Heritage Bank.
The term "Preliminary Triggering Event" means the
occurrence of any of the following events:
(i) a person or group (as such terms are
defined in the Exchange Act and the rules and regulations
thereunder), other than BCB or an affiliate of BCB, acquires
beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of 10% or more of the then outstanding
shares of common stock of Heritage (excluding any shares
eligible to be reported on Schedule 13G of the Securities
and Exchange Commission);
(ii) a person or group, other than BCB or an
affiliate of BCB, publicly announces a bona fide proposal
(including a written communication that is or becomes the
subject of public disclosure) for (i) any merger,
consolidation or acquisition of all or substantially all the
assets or liabilities of Heritage or all or substantially
all the assets or liabilities of Heritage Bank, or any other
business combination involving Heritage or Heritage Bank, or
(ii) a transaction involving the transfer of beneficial
ownership of securities representing, or the right to
acquire beneficial ownership or to vote securities
representing, 10% or more of the then outstanding shares of
Common Stock or the then outstanding shares of Common Stock
of Heritage Bank (collectively, a "Proposal"), and
thereafter, if such Proposal has not been Publicly Withdrawn
(as such term is hereinafter defined) at least 30 days prior
to the meeting of shareholders of Heritage called to vote on
the Consolidation, Heritage's shareholders fail to approve
the Consolidation by the vote required by applicable law at
the meeting of shareholders called for such purpose or such
meeting has been cancelled; or
(iii) the Board of Directors of Heritage
shall (A) exercise the right granted to it in clause (i) of
the second sentence of Section 4.06 of the Agreement,
(B) fail to recommend the Consolidation, (C) recommend an
Acquisition Transaction (as defined in the Agreement) or
(D) have withdrawn or modified in a manner adverse to BCB
the recommendation of the Board of Directors of Heritage
with respect to the Agreement and thereafter Heritage's
shareholders fail to approve the Consolidation by the vote
required by law at the meeting of shareholders called for
such purpose or such meeting is not scheduled or is
cancelled without the written consent of BCB; or
(iv) a person or group, other than BCB or an
affiliate of BCB, makes a bona fide Proposal and thereafter,
but before such Proposal has been Publicly Withdrawn,
Heritage shall have breached any representation, warranty,
covenant or obligation contained in the Agreement and such
breach would entitle BCB to terminate the Agreement under
Section 6.01(d) thereof (without regard to the cure period
provided for therein unless such cure is promptly effected
without jeopardizing consummation of the Consolidation
pursuant to the Agreement).
The term "Publicly Withdrawn" means an unconditional
bona fide withdrawal of the Proposal coupled with a public
announcement of no further interest in pursuing such Proposal or
in acquiring any controlling influence over Heritage or in
soliciting or inducing any other person (other than BCB or an
affiliate of BCB) to do so.
The Stock Option Agreement provides that BCB may
require, under certain circumstances, Heritage to repurchase the
Option and all shares of common stock of Heritage purchased by
Heritage pursuant to the Option on the terms and conditions set
forth in the Stock Option Agreement.
The Stock Option Agreement provides that it will
terminate upon completion of the transactions contemplated by the
Agreement.
The foregoing description of the Stock Option Agreement
does not purport to be complete and is qualified in its entirety
by the text of such Stock Option Agreement which is Exhibit 4.2
hereto and incorporated by reference herein.
ITEM 5. Interest in Securities of the Issuer.
(a). Based on 4,758,999 shares of Heritage common stock
outstanding on November 18, 1997, BCB may be deemed the
beneficial owner, in the aggregate, of 947,041 shares of Heritage
common stock which, though presently unissued, are issuable in
accordance with the terms and conditions of the Option. These
947,041 shares would represent approximately 16.6% of shares of
Heritage common stock outstanding upon issuance, assuming that no
other shares are issued by Heritage, including shares issuable
upon exercise of options outstanding for Heritage common stock.
No other person identified in Item 2(a), (b) or (c) hereof is the
beneficial owner of any shares of common stock of Heritage.
(b). BCB will have sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of
any shares of Heritage common stock that BCB may acquire upon
exercise of the Option.
(c). There were no transactions in the common stock of
Heritage effected by BCB or by any person identified in
Item 2(a), (b) or (c) hereof during the sixty days preceding the
date of this Schedule 13D.
(d). No person other than BCB has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of common stock of Heritage
that may be deemed beneficially owned by BCB on account of this
Option.
(e). Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except for the Agreement and the Stock Option
Agreement, neither BCB nor any person identified in Item 2(a),
(b) or (c) hereof is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with any
person with respect to any securities of Heritage, including, but
not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. Material to be Filed as Exhibits.
4.1 Agreement and Plan of Consolidation, dated
November 18, 1997, between BCB Financial Services Corporation and
Heritage Bancorp, Inc. (Incorporated herein by reference to
Exhibit 2.1 to BCB's Current Report on Form 8-K dated
November 25, 1997).
4.2 Stock Option Agreement, dated November 18, 1997,
between BCB Financial Services Corporation and Heritage Bancorp,
Inc. (Attached as Exhibit 2 to the Agreement and Plan of
Consolidation, which is incorporated herein by reference to
Exhibit 2.1 to BCB's Current Report on Form 8-K dated
November 25, 1997).<PAGE>
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.
November 25, 1997 BCB FINANCIAL SERVICES CORPORATION
By/s/ Nelson R. Oswald
Nelson R. Oswald,
President and Chief Executive
Officer
