HERITAGE BANCORP INC /PA/
8-K, 1997-04-22
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC   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):  April 8, 1997




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


      Pennsylvania                  0-12506                   23-2228542   
- -------------------------         -----------             ----------------------
(State or other jurisdic-         (Commission              (I.R.S. Employer
tion 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)
<PAGE>
 
ITEM 5    Other Events.
          ------------

          On April 8, 1997, the Board of Directors of the Corporation approved a
2-for-1 split of the common stock. The stock split is payable on May 23, 1997 to
shareholders of record as of the close of business on May 14, 1997. There will
be no change in the $5.00 per share par value of the common stock as a result of
the split. The Corporation's news release regarding the split is attached hereto
as Exhibit 99.


ITEM 7    Financial Statements, Pro-Forma Financial Information and Exhibits.
          ------------------------------------------------------------------

          (c)  Exhibits.

               -    The Corporation's News Release announcing the
                    2-for-1 stock split.



          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/ Guy H. Boyer              
                                             ----------------------------------
                                             Guy H. Boyer
                                             Executive Vice President,
                                             Secretary/Treasurer



Date:  April 16, 1997

                                      -2-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                                              Page No.
- ----------                                               -------
   99          The Corporation's News Release                4
               announcing 2-for-1 stock split



                                      -3-

<PAGE>
 
    NEWS RELEASE                   [LOGO OF HERITAGE NATIONAL BANK APPEARS HERE]
        FROM   

RELEASE DATE:                                FOR ADDITIONAL INFORMATION
                                             CONTACT:
  April 9, 1997                                      Guy H. Boyer
                                                     Executive Vice President

                             STOCK SPLIT DECLARED

Heritage Bancorp, Inc. (OTC-HBCI) has declared a 2-for-1 stock split in the form
of a 100% stock dividend. All stockholders who own Heritage Bancorp, Inc. stock 
on the record date, May 14, 1997, will receive one additional share for each 
share held. The closing market price of Heritage Bancorp, Inc. stock on April 8,
1997, the declaration date, was $26.00. The new shares of stock will be 
distributed on May 23, 1997.

Allen E. Kiefer, President and Chief Executive Officer commented, "this stock 
dividend is a reward to our stockholders for the record financial performance of
the company in 1996 and the record first quarter earnings in 1997". The 
indicated cash dividend rate for 1997 is $.48 per share compared to $.43 per 
share in 1996, restated to give effect to the 2-for-1 stock split in the form of
the 100% stock dividend.

Heritage Bancorp, Inc. is a one bank holding company with assets in excess of 
$344,000,000 headquartered in Pottsville, Pennsylvania.





























    120 South Centre Street; P.O. Box 1100; Pottsville, Pennsylvania 17901
                   Phone (717) 622-2320 . Fax (717) 622-2588


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