UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 16, 2007
HERITAGE FINANCIAL GROUP
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(Exact name of Registrant as specified in its charter)
United States 000-51305 45-0479535
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
721 North Westover Boulevard, Albany, Georgia 31707
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(Address of principal executive offices)
(229) 420-0000
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 17, 2007, Heritage Financial Group (the "Company") issued a
press release announcing its financial results for the third quarter and nine
months ended September 30, 2007. The full text of the press release is set forth
in Exhibit 99 to this Current Report on Form 8-K and is incorporated by
reference herein.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On October 16, 2007, the Company executed agreements that amended the
Company's Supplemental Executive Retirement Plan. These agreements accelerated
vesting for O. Leonard Dorminey, Chief Executive Officer of the Company, and
Carol W. Slappey, President of HeritageBank of the South, so that they are now
fully vested under the plan. This acceleration did not change the level of
benefits payable to Mr. Dorminey and Ms. Slappey. Under the plan, Mr. Dorminey
and Ms. Slappey will each receive 30% of their final average compensation, up to
$95,000 per year, upon retirement for a period of 15 years. The Company also
executed agreements that amended the Company's Directors' Retirement Plan. These
agreements accelerated vesting for Directors Douglas J. McGinley, J. Lee Stanley
and J. Keith Land, so that they are now fully vested in the plan. This
acceleration did not change the level of benefits payable to Messrs. McGinley,
Stanley and Land. Under the plan, Messrs. McGinley, Stanley and Land will each
receive $1,000 per month for a period of 10 years upon their retirement from the
Board.
ITEM 8.01. OTHER EVENTS
In the press release issued on October 17, 2007, the Company also announced
that its Board of Directors has declared a regular quarterly cash dividend of
$0.06 per common share. The dividend will be paid on November 16, 2007, to
stockholders of record as of November 2, 2007.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99 Press Release dated October 17, 2007
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.
HERITAGE FINANCIAL GROUP
Date: October 17, 2007 By: /s/ T. Heath Fountain
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T. Heath Fountain
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(s)
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99 Copy of press release issued by the Company on October 17, 2007.