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UNITED STATES
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) July 31, 2000
SOUTHBANC SHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23751 58-2361245
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
907 N. Main Street, Anderson, South Carolina 29621
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(Address of principal executive offices)
(864) 225-0241
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On July 31, 2000, SouthBanc Shares, Inc. ("SouthBanc"), completed its
merger with Heritage Bancorp, Inc. ("Heritage") pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of February 14, 2000, by and
between SouthBanc and Heritage. The merger was completed through the merger of
Heritage with and into SouthBanc. SouthBanc was the surviving corporation in the
merger.
Pursuant to the terms of the Merger Agreement, each share of Heritage
Bancorp, Inc. common stock, par value $.01 per share, that was issued and
outstanding at the effective time of the merger, was converted into the right to
receive either $17.65 in cash or .992 of a share of SouthBanc common stock, par
value $.01 per share. SouthBanc will issue a total of approximately 1,829,000
shares and pay a total of approximately $36,300,000 to the former shareholders
of Heritage Bancorp, Inc.
The press release issued by SouthBanc with respect to the consummation of
the merger is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) The following financial statements of Heritage Bancorp, Inc.
appearing in Appendix G of the Joint Proxy Statement/Prospectus contained in
SouthBanc's Registration Statement on Form S-4 (File No. 333-35638) are
incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets as of September 30, 1999 and 1998
Consolidated Statements of Income for the Years Ended
September 30, 1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity
for the Years Ended September 30, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended
September 30, 1999, 1998 and 1997 Notes to Consolidated Financial
Statements Consolidated Balance Sheets as of March 31, 2000 and
September 30, 1999 (unaudited)
Consolidated Statements of Income for the Six Month Periods Ended
March 31, 2000 and 1999 (unaudited)
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Consolidated Statement of Stockholder's Equity for the
Six Month Period Ended March 31, 2000
Consolidated Statements of Cash Flows for the Six Month Periods
Ended March 31, 2000 and 1999 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
(b) The unaudited pro forma consolidated condensed combined balance
sheet as of March 31, 2000, the unaudited pro forma consolidated condensed
combined income statements for the six months ended March 31, 2000 and the year
ended September 30, 1999 and the notes to the unaudited pro forma consolidated
condensed combined financial statements on pages 71 through 79 of the Joint
Proxy Statement/Prospectus contained in SouthBanc's Registration Statement on
Form S-4 (File No. 333-35638) are incorporated herein by reference.
(c) Exhibits. The following Exhibits are filed as part of this
report:
Exhibit 2.1 Agreement and Plan of Merger, dated as of February 14, 2000, by
and between SouthBanc Shares, Inc., and Heritage Bancorp, Inc.
(incorporated by reference to SouthBanc's Current Report on Form
8-K filed on February 22, 2000).
Exhibit 99.1 Press Release issued by SouthBanc Shares, Inc. on July 31, 2000.
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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 hereunto duly authorized.
SouthBanc Shares, Inc.
Dated: August 2, 2000 By: /s/ Robert W. Orr
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Robert W. Orr
President and Chief Executive Officer
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