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                                                 Filed by SouthBanc Shares, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933

                                         Subject Company: Heritage Bancorp, Inc.
                                                    Commission File No.: 0-29492



      On June 27, 2000, SouthBanc Shares, Inc., a Delaware Corporation, and
Heritage Bancorp, Inc., a Delaware corporation, jointly issued the following
press release:

PRESS RELEASE

*FOR IMMEDIATE RELEASE*

                          OFFICE OF THRIFT SUPERVISION
                               APPROVES MERGER OF
                      SOUTHBANC SHARES AND HERITAGE BANCORP

      Anderson, South Carolina, June 27, 2000 -- SouthBanc Shares, Inc. (Nasdaq:
SBAN), Anderson, South Carolina, and Heritage Bancorp, Inc. (Nasdaq: HBSC),
Laurens, South Carolina, announced today that they have received the approval of
the Office of Thrift Supervision for their pending merger. Upon completion of
the merger, Heritage Federal Bank will operate as a wholly owned subsidiary of
SouthBanc Shares.

      The merger remains subject to the approval of the shareholders of both
companies. SouthBanc Shares and Heritage Bancorp have scheduled meetings of
their respective shareholders for July 18, 2000. The merger is expected to close
shortly following receipt of shareholder approval.

      SouthBanc and Heritage have filed a joint proxy statement/prospectus and
other relevant documents concerning the merger with the Securities and Exchange
Commission (SEC). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors can obtain the documents free of charge at the
SEC's website, www.sec.gov. In addition documents filed with the SEC by
SouthBanc are available free of charge from the Secretary of SouthBanc at 907
North Main Street, Anderson, South Carolina 29622, telephone (864) 225-0241.
Documents filed with the SEC by Heritage are available free of charge from the
Secretary of Heritage at 201 West Main Street, Laurens, South Carolina 29360,
telephone (864) 984-4581. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.


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For further information contact:

Robert W. Orr
President and CEO
SouthBanc Shares, Inc.
(864) 225-0241

J. Edward Wells
President and CEO
Heritage Bancorp, Inc.
(864) 984-4581


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