<PAGE>
 
                                   FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
                                      [X]
                  For the fiscal year ended December 31, 1995
                                      OR

                                      [_]
       For the transition period from _______________ to _______________

                        Commission file number 0-12506

                            HERITAGE BANCORP, INC.
            (Exact name of registrant as specified in its charter)
120 South Centre Street                                   23-2228542
Pottsville, Pennsylvania                    (I.R.S. Employer Identification No.)
(Address of principal executive offices)                    17901
                                                          (Zip Code)

Registrant's telephone number, including area code:  (717) 622-2320

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
       None                                                None
-------------------                    -----------------------------------------

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $5.00 par value
                         -----------------------------
                               (Title of class)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No
                                              -----    -----     

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

  The aggregate market value of voting stock held by non-affiliates of the
registrant based on the closing sale price on March 1, 1996 was approximately
$40,891,851.
----------- 

  The number of shares of Common Stock outstanding as of March 1, 1996 was
1,921,605.
--------- 


                      DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Heritage Bancorp, Inc. 1995 Annual Report to
Stockholders and the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on April 16, 1996 are incorporated herein by reference
into Parts II-IV of this Report.
<PAGE>
 
                                    PART I
                                    ------

ITEM 1  BUSINESS.

        Heritage Bancorp, Inc. (the "Corporation") is a Pennsylvania business
corporation formed in 1983 with its headquarters located in Pottsville,
Schuylkill County, Pennsylvania.  Prior to March 1, 1995, the name of the
Corporation was Miners National Bancorp, Inc. ("Miners").  As a result of the
merger on March 1, 1995 between Miners and Bankers' Financial Services
Corporation ("Bankers"), a one bank holding company located in Schuylkill Haven,
Pennsylvania, Miners exchanged 560,173 shares of its common stock for all of the
outstanding common stock of Bankers and simultaneously changed its name to
Heritage Bancorp, Inc.  The merger has been accounted for as a pooling of
interests.  Accordingly, all prior financial information presented has been
restated to include Bankers.

        The Corporation is a bank holding company as defined in the Bank
Holding Company Act of 1956, as amended.  Heritage National Bank (the "Bank") is
a wholly-owned subsidiary of the Corporation which includes the former Miners
National Bank and Bankers' subsidiary, The Schuylkill Haven Trust Company.
Through the Bank, the Corporation acts as a community financial service
provider, and offers traditional banking and related financial services to
individual, business, and government customers.  The Bank, which is the oldest
commercial bank in its trade area, was originated under a state bank charter in
1828 and also is the third largest commercial bank in Schuylkill County.

        The Bank currently operates a network of fourteen full service
community offices throughout Schuylkill and northern Dauphin counties.  The
Corporation is a member of the MAC Regional and Cirrus National ATM networks,
operating a network of nine automated teller machines which are installed at
community offices.  Through its community banking offices, the Bank offers a
full array of commercial and retail financial services, including the taking of
time, savings, and demand deposits, the making of commercial, consumer, and
mortgage loans, the providing of credit cards, automated teller machine services
and safe deposit services.  The Bank also performs personal, corporate, pension
and other fiduciary services through its Trust division.  Through its
correspondent banking relationships, the Bank also is capable of offering a
variety of collection and funds transfer services.

        The deposit base of the Bank is such that the loss of one depositor or
a related group of depositors would not have a materially adverse effect on the
Corporation's business.  In addition, the Bank's loan portfolio is well
diversified, so that one industry or group of related industries does not
comprise a material portion of total loans outstanding.  The Corporation's
business is not seasonal, nor does it have any risks attendant to foreign
sources.

        The financial services industry in the Bank's trade area continues to
be extremely competitive, both among commercial banks and with other financial
service providers such as consumer finance companies, thrifts, investment firms,
mutual funds, credit unions and mortgage companies.  The increased competition
has resulted from a changing legal and regulatory climate, as well as from the
current economic climate.

        During 1993, the Corporation's other subsidiary, Miners Life Insurance
Company, ceased operations.  The financial results of Miners Life Insurance
Company were not material in relation to consolidated results.

                                     - 2 -
<PAGE>
 
        SUPERVISION AND REGULATION.
        -------------------------- 

        The Corporation is subject to regulation by the Pennsylvania
Department of Banking, the Federal Reserve Board and the Securities and Exchange
Commission.  The deposits of the Bank are insured by the FDIC and the Bank is a
member of the Bank Insurance Fund which is administered by the FDIC.  The Bank
is subject to regulation by the Pennsylvania Department of Banking and the FDIC,
but, as a national bank, is regulated and examined by the Office of the
Comptroller of the Currency.

        The Corporation is required to file with the Federal Reserve Board an
annual report and such additional information as the Federal Reserve Board may
require pursuant to the Bank Holding Company Act of 1956, as amended (the "BHC
Act").  The Federal Reserve Board may also make examinations of the Corporation.
The BHC Act requires each bank holding company to obtain the approval of the
Federal Reserve Board before it may acquire substantially all the assets of any
bank, or before it may acquire ownership or control of any voting shares of any
bank if, after such acquisition, it would own or control, directly or
indirectly, more than five percent of the voting shares of such bank.

        Pursuant to provisions of the BHC Act and regulations promulgated by
the Federal Reserve Board thereunder, the Corporation may only engage in or own
companies that engage in activities deemed by the Federal Reserve Board to be so
closely related to the business of banking or managing or controlling banks as
to be a proper incident thereto, and the Corporation must gain permission from
the Federal Reserve Board prior to engaging in most new business activities.

        A bank holding company and its subsidiaries are subject to certain
restrictions imposed by the BHC Act on any extensions of credit to the bank
holding company or any of its subsidiaries, investments in the stock or
securities thereof, and on the taking of such stock or securities as collateral
for loans to any borrower.  A bank holding company and its subsidiaries are also
prevented from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property or furnishing of services.


        SOURCE OF STRENGTH DOCTRINE.
        --------------------------- 

        Under Federal Reserve Board regulations, a bank holding company is
required to serve as a source of financial and managerial strength to its
subsidiary banks and may not conduct its operations in an unsafe or unsound
manner.  In addition, it is the Federal Reserve Board's policy that in serving
as a source of strength to its subsidiary banks, a bank holding company should
stand ready to use available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity and should
maintain the financial flexibility and capital-raising capacity to obtain
additional resources for assisting its subsidiary banks.  A bank holding
company's failure to meet its obligations to serve as a source of strength to
its subsidiary banks will generally be considered by the Federal Reserve Board
to be an unsafe and unsound banking practice or a violation of the Federal
Reserve Board regulations or both.  This doctrine is commonly known as the
"source of strength" doctrine.


        DIVIDENDS.
        --------- 

        Dividends are paid by the Corporation from its assets, which are
mainly provided by dividends from the Bank.  However, certain regulatory
restrictions exist regarding the ability of the Bank to transfer funds to the
Corporation in the form of cash dividends, loans or advances.  The approval of
the Comptroller of the Currency is required if the total of all dividends
declared by a national bank in any

                                     - 3 -
<PAGE>
 
calendar year exceeds the Bank's net profits (as defined) for that year combined
with its retained net profits for the preceding two calendar years.  Under this
restriction, the Bank, without prior regulatory approval, can declare dividends
to the Corporation totaling $2,796,000, plus an additional amount equal to the
Bank's net profit for 1996, up to the date of any such dividend declaration.

        Under Federal Reserve regulations, the Bank also is limited as to the
amount it may lend to its affiliates, including the Corporation, unless such
loans are collateralized by specified obligations.  At December 31, 1995, the
maximum amount available for transfer from the Bank to the Corporation in the
form of loans approximated 20% of capital stock and surplus.


        CAPITAL ADEQUACY.
        ---------------- 

        The Federal banking regulators have adopted risk-based capital
guidelines for bank holding companies, such as the Corporation.  The guidelines
were phased in over a two year period ended December 31, 1992.  Currently, the
required minimum ratio of total capital to risk-weighted assets (including off-
balance sheet activities, such as standby letters of credit) is 8%.  At least
half of the total capital is required to be Tier 1 capital, consisting
principally of common shareholders' equity, noncumulative perpetual preferred
stock, a limited amount of cumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill.
The remainder (Tier 2 capital) may consist of a limited amount of subordinated
debt and intermediate-term preferred stock, certain hybrid capital instruments
and other debt securities, perpetual preferred stock and a limited amount of the
general loan loss allowance.  During the two-year phase-in period, a limited
portion of Tier 2 capital was permitted to be included as Tier 1 capital.

        In addition to the risk-based capital guidelines, the Federal banking
regulators established minimum leverage ratio (Tier 1 capital to total assets)
guidelines for bank holding companies.  These guidelines provide for a minimum
leverage ratio of 3% for those bank holding companies which have the highest
regulatory examination ratings and are not contemplating or experiencing
significant growth or expansion.  All other bank holding companies are required
to maintain a leverage ratio of at least 1% to 2% above the 3% stated minimum.
The Corporation and the Bank exceed all applicable capital requirements.


        FDICIA.
        ------ 

        In 1991, the Federal Deposit Insurance Corporation Improvement Act
("FDICIA") was signed into law.  FDICIA established five different levels of
capitalization of financial institutions, with "prompt corrective actions" and
significant operational restrictions imposed on institutions that are capital
deficient under the categories.  The five categories are:  Well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and
critically undercapitalized.

        To be considered well capitalized, an institution must have a total
risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of
at least 6%, a leverage capital ratio of 5%, and must not be subject to any
order or directive requiring the institution to improve its capital level.  An
institution falls within the adequately capitalized category if it has a total
risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at
least 4%, and a leverage capital ratio of at least 4%.  Institutions with lower
capital levels are deemed to be undercapitalized, significantly undercapitalized
or critically undercapitalized, depending on their actual capital levels.  In
addition, the appropriate federal regulatory agency may downgrade an institution
to the next lower capital category upon a determination that the

                                     - 4 -
<PAGE>
 
institution is in an unsafe or unsound condition, or is engaged in an unsafe or
unsound practice.  Institutions are required under FDICIA to closely monitor
their capital levels and to notify their appropriate regulatory agency of any
basis for a change in capital category.  On December 31, 1995, the Corporation
and the Bank exceeded the minimum capital levels of the well capitalized
category.

        Regulatory oversight of an institution becomes more stringent with
each lower capital category, with certain "prompt corrective actions" imposed
depending on the level of capital deficiency.


        OTHER PROVISIONS OF FDICIA.
        -------------------------- 

        Each depository institution must submit audited financial statements
to its primary regulator and the FDIC, which reports are made publicly
available.  In addition, the audit committee of each depository institution must
consist of outside directors and the audit committee at "large institutions" (as
defined by FDIC regulation) must include members with banking or financial
management expertise.  The audit committee at "large institutions" must also
have access to independent outside counsel.  In addition, an institution must
notify the FDIC and the institution's primary regulator of any change in the
institution's independent auditor, and annual management letters must be
provided to the FDIC and the depository institution's primary regulator.  The
regulations define a "large institution" as one with over $500 million in
assets, which does not include the Bank.  Also, under the rule, an institution's
independent auditor must examine the institution's internal controls over
financial reporting and perform agreed-upon procedures to test compliance with
laws and regulations concerning safety and soundness.

        Under FDICIA, each federal banking agency must prescribe certain
safety and soundness standards for depository institutions and their holding
companies.  Three types of standards must be prescribed:  Asset quality and
earnings, operational and managerial, and compensation.  Such standards would
include a ratio of classified assets to capital, minimum earnings, and, to the
extent feasible, a minimum ratio of market value to book value for publicly
traded securities of such institutions and holding companies.  Operational and
managerial standards must relate to:  (i) internal controls, information systems
and internal audit systems, (ii) loan documentation, (iii) credit underwriting,
(iv) interest rate exposure, (v) asset growth, and (vi) compensation, fees and
benefits.  In November, 1993, the federal banking agencies released proposed
rules setting forth some of the required safety and soundness standards.  Under
such proposed rules, if the primary federal regulator determines that any
standard has not been met, the regulator can require the institution to submit a
compliance plan that describes the steps the institution will take to eradicate
the deficiency.  Failure to adopt or implement a compliance plan could lead to
further sanctions by the responsible regulator.  Pursuant to the Riegle
Community Development and Regulatory Improvement Act of 1994, federal banking
agencies have been given the discretion to adopt safety and soundness guidelines
rather than regulations.

        Provisions of FDICIA relax certain requirements for mergers and
acquisitions among financial institutions, including authorization of mergers of
insured institutions that are not members of the same insurance fund, and
provide specific authorization for a federally chartered savings association or
national bank to be acquired by an insured depository institution.

        Under FDICIA, all depository institutions must provide 90 days notice
to their primary federal regulator of branch closings, and penalties are imposed
for false reports by financial institutions.  Depository institutions with
assets in excess of $250 million must be examined on-site annually by their
primary federal or state regulator or the FDIC.

                                     - 5 -
<PAGE>
 
        FDICIA also sets forth Truth in Savings disclosure and advertising
requirements applicable to all depository institutions.


        FDIC INSURANCE ASSESSMENTS.
        -------------------------- 

        The Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA") created two deposit insurance funds to be administered by the
FDIC:  The Savings Association Insurance Fund (SAIF) and the Bank Insurance Fund
(BIF).  The Bank's deposits are insured under BIF.  The FDIC has implemented a
risk-related premium schedule for all insured depository institutions that
results in the assessment of premiums based on capital and supervisory measures.

        Under the risk-related premium schedule, the FDIC assigns, on a
semiannual basis, each institution to one of three capital groups (well
capitalized, adequately capitalized or undercapitalized) and further assigns
such institution to one of three subgroups within a capital group.  The
institution's subgroup assignment is based upon the FDIC's judgment of the
institution's strength in light of supervisory evaluations, including
examination reports, statistical analyses and other information relevant to
gauging the risk posed by the institution.  Only institutions with a total
capital to risk-adjusted assets ratio of 10.00% or greater, a Tier 1 capital to
risk-adjusted assets ratio of 6.0% or greater and a Tier 1 leverage ratio of
5.0% or greater are assigned to the well-capitalized group.  Prior to BIF being
fully funded during 1995, the Bank was subject to FDIC deposit insurance
assessments at the rate of $.23 for every $100 of deposits.

        In the second quarter of 1995, the BIF reached its statutory reserve
ratio requirement.  Consequently, the FDIC has significantly reduced the
assessment rates applicable to BIF members and refunded to BIF members that
portion of the assessment for the second and third quarters of 1995 which
represented an overpayment once the BIF had achieved full funding in accordance
with the statutory reserve ratio requirement.  The Bank received a refund from
the FDIC in September 1995 in the amount of $158,000, which amount also includes
interest on the refund from June 1 to September 14, 1995.  According to the new
rate schedule, BIF institutions deemed to have the highest risk will pay up to
$0.31 for every $100 of deposits annually while those deemed to have the least
risk will pay $0.04 for every $100 of deposits annually.  In the case of the
Bank, it presently is assessed $.04 for ever $100 of deposits annually.
However, the FDIC has waived the Bank's premiums for 1996, except for a $2,000
minimum payment.


        INTERSTATE BANKING.
        ------------------ 

        Prior to the passage of the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Riegle-Neal Act") in September 1994, interstate
acquisitions were prohibited under the terms of the Douglas Amendment to the BHC
Act unless the acquisition was specifically authorized by a reciprocal
interstate banking statute, such as the statute adopted in Pennsylvania in 1990.
Similarly, interstate branching was prohibited for national banks and state-
chartered member banks by the McFadden Act, although some states, not including
Pennsylvania, had passed laws permitting limited interstate branching by non-
Federal Reserve member state banks. The Riegle-Neal Act permits an adequately
capitalized, adequately managed bank holding company to acquire a bank in
another state as of September 29, 1994, whether or not the state permits the
acquisition, subject to certain deposit concentration caps and the Federal
Reserve Board's approval. A state may not impose discriminatory requirements on
acquisitions by out-of-state holding companies. In addition, beginning on June
1, 1997, under the Riegle-Neal Act, a bank can expand interstate by merging with
a bank in another state and also

                                     - 6 -
<PAGE>
 
may consolidate the acquired bank into new branch offices of the acquiring bank,
unless the other state affirmatively opts out of the legislation before that
date.  A state may also opt into the legislation earlier than June 1, 1997 if it
wishes to do so.  The Riegle-Neal Act also permits de novo interstate branching
as of June 1, 1997 but only if a state affirmatively opts in by appropriate
legislation.  Once a state opts in to interstate branching, it may not opt out
at a later date.  The Riegle-Neal Act also allows foreign banks to branch by
merger or de novo branch to the same extent as banks from the foreign bank's
home state.  The Riegle-Neal Act also subjects foreign banks to some additional
requirements, including extending obligations under the Community Reinvestment
Act to certain foreign bank acquisitions and regulating the types of activities
off-shore branches of foreign banks may conduct.  The Pennsylvania Legislature
amended the Pennsylvania Banking Code of 1965 in July, 1995, to opt in to all of
the provisions of the Riegle-Neal Act, including interstate bank mergers and de
novo interstate branching.  Management of the Corporation cannot predict with
any reasonable degree of certainty the effects, if any, which the Riegle-Neal
Act may have on the Corporation.


        PROPOSED LEGISLATION.
        -------------------- 

        Legislation has been introduced in Congress to recapitalize the SAIF
via a one-time special assessment on SAIF deposits and thereafter to merge the
SAIF with the BIF.  Legislation also is pending in Congress which would repeal
certain aspects of the Glass-Steagall Act, which prohibits commercial banks from
engaging in securities underwriting activities.  It is not anticipated that the
enactment of such legislation, in its current form, would have a material effect
on the financial condition or results of operations of the Corporation.


        EMPLOYEES.
        --------- 

        At December 31, 1995, the Corporation and the Bank employed
approximately 174 persons.


        MERGERS AND ACQUISITIONS.
        ------------------------ 

          On March 1, 1995, Miners National Bancorp, Inc. consummated its merger
with Bankers' Financial Services Corporation and its wholly-owned subsidiary,
The Schuylkill Haven Trust Company.  The merger, valued at approximately
$15,000,000, was accounted for as a pooling of interests.  The combined
companies conduct business under the new name Heritage Bancorp, Inc., with the
wholly-owned bank subsidiary being Heritage National Bank.  The merger enhances
both banks' presence in the market, giving the Corporation greater strength in
community banking with over $300 million in assets.


ITEM 2  PROPERTIES.

        The Corporation's executive offices are located at 120 South Centre
Street, Pottsville, Pennsylvania.  The Bank operates 14 full service offices.
Of the 14 offices, 13 are owned and 1 is leased from independent owners.  There
are no encumbrances on the offices owned and the rental expense on the leased
property is immaterial in relation to operating expenses.

                                     - 7 -
<PAGE>
 
ITEM 3  LEGAL PROCEEDINGS.

        Although the Corporation and/or the Bank are defendants in various
legal proceedings arising in the course of their business, there are no legal
proceedings pending or threatened which, in the opinion of management and
counsel, will have a material effect on the consolidated financial condition or
results of operations of the Corporation.


ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not applicable.


                                    PART II
                                    -------

ITEM 5  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
        MATTERS.

        This item is incorporated by reference to information under the heading
Market and Dividend Information, found on page 9 of the Corporation's 1995
Annual Report to Stockholders (Exhibit 13, page 2).


ITEM 6  SELECTED FINANCIAL DATA.

        This item is incorporated by reference to information under the headings
Financial Highlights and Selected Financial Data, found on pages 2 and 10 of the
Corporation's 1995 Annual Report to Stockholders (Exhibit 13, pages 1 and 3).


ITEM 7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

        This item is incorporated by reference to Management's Discussion and
Analysis of Financial Condition and Results of Operations, found on pages 11
through 28 of the Corporation's 1995 Annual Report to Stockholders (Exhibit 13,
pages 4 through 21).


ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

        This item is incorporated by reference to information under the heading
Quarterly Results of Operations and to the Consolidated Financial Statements,
Notes to Consolidated Financial Statements and Independent Auditor's Report, set
forth on pages 29 through 50 of the Corporation's 1995 Annual Report to
Stockholders (Exhibit 13, pages 22 through 43).


ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

        Not applicable.

                                     - 8 -
<PAGE>
 
                                   PART III
                                   --------

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        DIRECTORS.
        --------- 

        Information relative to directors of the Corporation is incorporated
herein by reference to Election of Directors in the Corporation's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held on April 16,
1996 (the "Proxy Statement") and information required by Item 405 of Regulation
S-K is incorporated herein by reference to Section 16(a) of the Exchange Act in
the Proxy Statement.


        EXECUTIVE OFFICERS OF THE REGISTRANT.
        ------------------------------------ 

        The names, ages and positions of all of the Corporation's executive
officers as of March 1, 1996 are listed below along with their business
experience during the past five years.  Executive officers are appointed by the
Board of Directors.  There are no family relationships among these executive
officers, nor any arrangement or understanding between any executive officer and
any other person pursuant to which the executive officer was selected.

<TABLE> 
<CAPTION> 
Name                Age       Position and Business Experience During Past 5
----                ---       ----------------------------------------------
                              Years
                              -----
<S>                 <C>       <C> 
Allen E. Kiefer      52       President and Chief Executive Officer of
                              Corporation and Bank.
                        
Guy H. Boyer         41       Executive Vice President of Corporation and Bank
                              (March, 1995 to date), Secretary/Treasurer of
                              Corporation and Treasurer of Bank (1983 to date),
                              Chief Financial Officer of Bank (1983 to 1995).
                        
Richard A. Ketner    41       Executive Vice President of Corporation and Bank
                              (March, 1995 to date), formerly President and
                              Chief Executive Officer of Bankers' Financial
                              Services Corporation and The Schuylkill Haven
                              Trust Company.
                        
David L. Scott       25       Assistant Vice President of Bank and Chief
                              Accounting Officer of Bank and Corporation (1995
                              to date), formerly certified public accountant
                              with Beard and Company, Inc., Reading,
                              Pennsylvania.
</TABLE> 

ITEM 11 EXECUTIVE COMPENSATION.

        This item is incorporated by reference to Executive Compensation in
the Proxy Statement.


ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        This item is incorporated by reference to Outstanding Stock and
Principal Holders Thereof and Security Ownership of Management in the Proxy
Statement.

                                     - 9 -
<PAGE>
 
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        This item is incorporated by reference to Transactions with Management
in the Proxy Statement.


                                    PART IV
                                    -------

ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

        (a)  1.  Financial Statements.

                 The Consolidated Financial Statements to be included in Part
                 II, Item 8 are incorporated by reference to pages 30 through
                 50 of the 1995 Annual Report to Stockholders (Exhibit 13,
                 pages 23 through 43).

             2.  Financial Statement Schedules.

                 All other schedules for which provision is made in the
                 applicable accounting regulation of the Securities and Exchange
                 Commission are not required under the related instruction, or
                 are inapplicable or pertain to items as to which the required
                 disclosures have been made elsewhere in the Consolidated
                 Financial Statements and Notes thereto, and therefore have been
                 omitted.

             3.  Exhibits.

                 3(a)  The Articles of Incorporation, as amended, of Heritage
                       Bancorp, Inc., formerly, prior to change of name,
                       Miners National Bancorp, Inc. (the "Corporation"), are
                       incorporated herein by reference to Exhibit 3(a) to the
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1994.

                 3(b)  The By-Laws, as amended, of the Corporation are
                       incorporated herein by reference to Exhibit 3(b) to the
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1994.

                 10(a) The Corporation's Executive Incentive Compensation Plan
                       is incorporated herein by reference to Exhibit 10(a) to
                       the Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1992.

                 10(b) Executive Supplemental Income Agreement, including
                       Addendum thereto, both dated as of January 30, 1990,
                       between Heritage National Bank, formerly, prior to change
                       of name, The Miners National Bank (the "Bank") and Allen
                       E. Kiefer, is incorporated herein by reference to Exhibit
                       10(b) to the Corporation's Annual Report on Form 10-K for
                       the year ended December 31, 1992.

                                     - 10 -
<PAGE>
 
                 10(c) Executive Supplemental Income Agreement, including
                       Addendum thereto, both dated as of March 1, 1990, between
                       the Bank and Guy H. Boyer, is incorporated herein by
                       reference to Exhibit 10(c) to the Corporation's Annual
                       Report on Form 10-K for the year ended December 31, 1992.

                 10(d) Deferred Income Agreement, dated as of January 1, 1985,
                       between the Bank and Allen E. Kiefer, is incorporated
                       herein by reference to Exhibit 10(f) to the Corporation's
                       Annual Report on Form 10-K for the year ended December
                       31, 1992.

                 10(e) Deferred Income Agreement, dated as of December 1, 1990,
                       between the Bank and Allen E. Kiefer, is incorporated
                       herein by reference to Exhibit 10(g) to the Corporation's
                       Annual Report on Form 10-K for the year ended December
                       31, 1992.

                 10(f) Deferred Income Agreement, dated as of January 1, 1985,
                       between the Bank and Guy H. Boyer, is incorporated herein
                       by reference to Exhibit 10(h) to the Corporation's Annual
                       Report on Form 10-K for the year ended December 31, 1992.

                 10(g) Employment Agreement between the Corporation and Allen E.
                       Kiefer, President and Chief Executive Officer, is
                       incorporated herein by reference to Exhibit 10(g) to the
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1994.

                 10(h) Employment Agreement between the Corporation and Guy H.
                       Boyer, Executive Vice President, is incorporated herein
                       by reference to Exhibit 10(h) to the Corporation's Annual
                       Report on Form 10-K for the year ended December 31, 1994.

                 10(i) Employment Agreement between the Corporation and Richard
                       A. Ketner, Executive Vice President, is incorporated
                       herein by reference to Exhibit 10(i) to the Corporation's
                       Annual Report on Form 10-K for the year ended December
                       31, 1994.

                 10(j) Change in Control Agreement between the Corporation and
                       Allen E. Kiefer, President and Chief Executive Officer,
                       is incorporated herein by reference to Exhibit 10(j) to
                       the Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1994.

                 10(k) Change in Control Agreement between the Corporation and
                       Guy H. Boyer, Executive Vice President, is incorporated
                       herein by reference to Exhibit 10(k) to the Corporation's
                       Annual Report on Form 10-K for the year ended December
                       31, 1994.

                 10(l) Change in Control Agreement between the Corporation and
                       Richard A. Ketner, Executive Vice President, is
                       incorporated herein by reference to Exhibit 10(l) to the
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 1994.

                                     - 11 -
<PAGE>
 
                 10(m) The Corporation's 1995 Stock Incentive Plan is
                       incorporated by reference to Exhibit 4.1 to the
                       Corporation's Registration Statement on Form S-8, as
                       filed with the Commission on April 14, 1995 (Commission
                       File Number 33-91208).

                 10(n) The Corporation's 1995 Stock Option Plan for Non-Employee
                       Directors is incorporated by reference to Exhibit 4.1 to
                       the Corporation's Registration Statement on Form S-8, as
                       filed with the Commission on April 14, 1995 (Commission
                       File Number 33-91224).

                 13    Page 2 and pages 9 through 50 of the Registrant's 1995
                       Annual Report to Stockholders.

                 22    Subsidiaries of the Registrant.

                 23    Consent of Independent Auditors.

                 27    Financial Data Schedule.


        (b)  Reports on Form 8-K.

             There were no Reports on Form 8-K filed during the three months
             ended December 31, 1995.

                                     - 12 -
<PAGE>
 
                                  SIGNATURES
                                  ----------

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                           HERITAGE BANCORP, INC.



March 27, 1996                          By: /s/ Allen E. Kiefer
                                           -------------------------------------
                                           Allen E. Kiefer
                                           President and Chief Executive Officer

                                     - 13 -
<PAGE>
 
SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE> 
<CAPTION> 

SIGNATURES               TITLE                                  DATE
----------               -----                                  ----
<S>                      <C>                                    <C> 

/s/ Allen E. Kiefer   
----------------------   President, Chief Executive Officer     March 26, 1996
Allen E. Kiefer          and Director                                   
                         


/s/ Guy H. Boyer         
----------------------   Executive Vice                         March 26, 1996
Guy H. Boyer             President, Secretary/Treasurer                        
                         and Director                                          
                         (Principal Financial Officer)                          


/s/ Richard A. Ketner    
----------------------   Executive Vice President and           March 26, 1996
Richard A. Ketner        Director                                               


/s/ David L. Scott       
----------------------   Assistant Vice President and           March 28, 1996
David L. Scott           Chief Accounting Officer


/s/ Ermano O. Agosti
----------------------   Director                               March 26, 1996
Ermano O. Agosti



----------------------   Director                               March ____, 1996
Richard D. Biever


/s/ Jane C. Deibert
----------------------   Director                               March 26, 1996
Jane C. Deibert



----------------------   Vice Chairman of the Board             March ____, 1996
Albert L. Evans, Jr.     
                    
</TABLE> 

                                     - 14 -
<PAGE>
 
<TABLE> 
<CAPTION> 

SIGNATURES                     TITLE                           DATE
----------                     -----                           ----
<S>                            <C>                             <C> 
                                                         
/s/ Richard T. Fenstermacher                             
----------------------------   Director                        March 26, 1996 
Richard T. Fenstermacher                                 
                                                         
                                                         
/s/ Frederick A. Gosch                                   
----------------------------   Director                        March 26, 1996  
Frederick A. Gosch                                           
                                                             
                                                             
/s/ Robert F. Koehler                                        
----------------------------   Director                        March 26, 1996 
Robert F. Koehler                                            
                                                             
                                                             
/s/ Joanne C. McCloskey                                      
----------------------------   Director                        March 26, 1996 
Joanne C. McCloskey                                          
                                                             
                                                             
/s/ Ramon Patel                                              
----------------------------   Director                        March 26, 1996 
Ramon Patel                                                  
                                                             
                                                             
/s/ Spencer G. Pope                                          
----------------------------   Chairman of the Board           March 26, 1996 
Spencer G. Pope                                                
                                                               
                                                               
/s/ Joseph P. Schlitzer                                        
----------------------------   Director                        March 26, 1996 
Joseph P. Schlitzer                                          
                                                             
                                                             
/s/ William J. Zimmerman                                     
----------------------------   Director                        March 26, 1996 
William J. Zimmerman

</TABLE> 

                                     - 15 -
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 

EXHIBIT                                                                                   SEQUENTIAL
NUMBER                                                                                    PAGE NUMBER
-------                                                                                   -----------
<S>            <C>                                                                        <C> 
3(a)           The Articles of Incorporation, as amended, of Heritage Bancorp,
               Inc., formerly, prior to change of name, Miners National Bancorp,
               Inc. (the "Corporation"), are incorporated herein by reference to
               Exhibit 3(a) to the Corporation's Annual Report on Form 10-K for
               the year ended December 31, 1994.

3(b)           The By-Laws, as amended, of the Corporation are incorporated
               herein by reference to Exhibit 3(b) to the Corporation's Annual
               Report on Form 10-K for the year ended December 31, 1994.

10(a)          The Corporation's Executive Incentive Compensation Plan is
               incorporated herein by reference to Exhibit 10(a) to the
               Corporation's Annual Report on Form 10-K for the year ended
               December 31, 1992.

10(b)          Executive Supplemental Income Agreement, including Addendum
               thereto, both dated as of January 30, 1990, between Heritage
               National Bank, formerly, prior to change of name, The Miners
               National Bank (the "Bank") and Allen E. Kiefer, is incorporated
               herein by reference to Exhibit 10(b) to the Corporation's Annual
               Report on Form 10-K for the year ended December 31, 1992.

10(c)          Executive Supplemental Income Agreement, including Addendum
               thereto, both dated as of March 1, 1990, between the Bank and Guy
               H. Boyer, is incorporated herein by reference to Exhibit 10(c) to
               the Corporation's Annual Report on Form 10-K for the year ended
               December 31, 1992.

10(d)          Deferred Income Agreement, dated as of January 1, 1985, between
               the Bank and Allen E. Kiefer, is incorporated herein by reference
               to Exhibit 10(f) to the Corporation's Annual Report on Form 10-K
               for the year ended December 31, 1992.

10(e)          Deferred Income Agreement, dated as of December 1, 1990, between
               the Bank and Allen E. Kiefer, is incorporated herein by reference
               to Exhibit 10(g) to the Corporation's Annual Report on Form 10-K
               for the year ended December 31, 1992.

</TABLE> 

                                     - 16 -
<PAGE>
 
<TABLE> 
<CAPTION> 

EXHIBIT                                                                                   SEQUENTIAL
NUMBER                                                                                    PAGE NUMBER
-------                                                                                   -----------
<S>            <C>                                                                        <C> 
10(f)          Deferred Income Agreement, dated as of January 1, 1985, between
               the Bank and Guy H. Boyer, is incorporated herein by reference to
               Exhibit 10(h) to the Corporation's Annual Report on Form 10-K for
               the year ended December 31, 1992.

10(g)          Employment Agreement between the Corporation and Allen E. Kiefer,
               President and Chief Executive Officer, is incorporated herein by
               reference to Exhibit 10(g) to the Corporation's Annual Report on
               Form 10-K for the year ended December 31, 1994.

10(h)          Employment Agreement between the Corporation and Guy H. Boyer,
               Executive Vice President, is incorporated herein by reference to
               Exhibit 10(h) to the Corporation's Annual Report on Form 10-K for
               the year ended December 31, 1994.

10(i)          Employment Agreement between the Corporation and Richard A.
               Ketner, Executive Vice President, is incorporated herein by
               reference to Exhibit 10(i) to the Corporation's Annual Report on
               Form 10-K for the year ended December 31, 1994.

10(j)          Change in Control Agreement between the Corporation and Allen E.
               Kiefer, President and Chief Executive Officer, is incorporated
               herein by reference to Exhibit 10(j) to the Corporation's Annual
               Report on Form 10-K for the year ended December 31, 1994.

10(k)          Change in Control Agreement between the Corporation and Guy H.
               Boyer, Executive Vice President, is incorporated herein by
               reference to Exhibit 10(k) to the Corporation's Annual Report on
               Form 10-K for the year ended December 31, 1994.

10(l)          Change in Control Agreement between the Corporation and Richard
               A. Ketner, Executive Vice President, is incorporated herein by
               reference to Exhibit 10(l) to the Corporation's Annual Report on
               Form 10-K for the year ended December 31, 1994.

10(m)          The Corporation's 1995 Stock Incentive Plan is incorporated by
               reference to Exhibit 4.1 to the Corporation's Registration
               Statement on Form S-8, as filed with the Commission on April 14,
               1995 (Commission File Number 33-91208).
</TABLE> 

                                     - 17 -
<PAGE>
 
<TABLE> 
<CAPTION> 

EXHIBIT                                                                                   SEQUENTIAL
NUMBER                                                                                    PAGE NUMBER
-------                                                                                   -----------
<S>            <C>                                                                        <C> 
10(n)          The Corporation's 1995 Stock Option Plan for Non-Employee
               Directors is incorporated by reference to Exhibit 4.1 to the
               Corporation's Registration Statement on Form S-8, as filed with
               the Commission on April 14, 1995 (Commission File Number 33-
               91224).

13             Page 2 and pages 9 through 50 of the Registrant's 1995 Annual
               Report to Stockholders.

22             Subsidiaries of the Registrant.

23             Consent of Independent Auditors.

27             Financial Data Schedule.
</TABLE> 

                                     - 18 -