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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 17, 1998
HERITAGE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
WASHINGTON 0-29480 91-1857900
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(State or other jurisdiction (Commission IRS Employer Identification No.
of incorporation) File Number)
205 Fifth Avenue S.W.
Olympia WA 98501
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(Address of principal executive officers: (Zip Code)
Registrant's telephone number, including area code: (360) 943-1500
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ITEM 5 - OTHER EVENTS
On December 17, 1998, Heritage Financial Corporation ("Heritage") and Harbor
Bancorp, Inc. ("Harbor") jointly announced that they had mutually terminated
their plans to merge and executed a termination agreement in that regard. A
copy of the news release regarding the termination of Heritage's and Harbor's
merger plans is attached.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements -- not applicable
(b) Pro forma financial information -- not applicable
(c) Exhibits:
99 News Release issued by Heritage, dated December 17, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: December 30, 1998
HERITAGE FINANCIAL CORPORATION
By: /s/ Donald V. Rhodes
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Donald V. Rhodes
Chairman, President and Chief Executive Officer
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EXHIBIT 99
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT: DONALD V. RHODES
CHAIRMAN, PRESIDENT AND CEO
360/943-1500
THURSDAY, DECEMBER 17, 1998, 5:00 P.M. PACIFIC TIME
HERITAGE FINANCIAL CORPORATION ANNOUNCES TERMINATION
OF MERGER AGREEMENT WITH HARBOR BANCORP, INC.
Olympia, Washington -- December 17, 1998 -- Heritage Financial Corporation
located in Olympia, Washington, and Harbor Bancorp, Inc., parent company of the
$130.4 million Bank of Grays Harbor in Aberdeen, Washington, announced today
that they have mutually agreed to cancel their plans to merge. The proposed
merger was announced in mid August of this year.
In commenting on the termination agreement, Donald V. Rhodes, Chairman,
President and Chief Executive Officer of Heritage Financial Corporation, stated,
"Heritage has the greatest admiration and respect for the outstanding franchise
that has been developed by Bob Worrell and his Board and staff at Harbor.
However, as the consummation date of this proposed merger was drawing nearer, it
was becoming increasingly apparent that the transaction value of the merger at
the scheduled consummation date would have been considerably less than the
transaction value of the merger on the date the transaction was announced back
in August. Like many other publicly traded financial institutions, the trading
price of Heritage stock has declined since early September, 1998, and this
decline was having a negative effect on the transaction value of the proposed
Harbor transaction. Based on this decline in the transaction value, both Boards
decided mutually to terminate our agreement. This decision will have no impact
on Heritage's other pending merger transaction with Washington Independent
Bancshares."
Robert J. Worrell, President and Chief Executive Officer of Harbor Bancorp, Inc.
stated, "We have tremendous respect for Heritage and its people. On reflection,
however, we did not feel that it was the right time for Harbor Bancorp to take
this significant step. We terminate our agreement with Heritage as friends."
Heritage Financial Corporation is a financial services holding company based in
Olympia, Washington. Through its wholly-owned subsidiary, Heritage Bank,
Heritage has twelve offices in Thurston, Pierce and Mason Counties in the South
Puget Sound area of Washington. At September 30, 1998, Heritage had total
assets of $417.9 million and shareholders' equity of approximately $95.2
million. Heritage has a pending agreement to acquire Washington Independent
Bancshares, Inc. and its subsidiary, Central Valley Bank, N.A., Toppenish,
Washington. The acquisition of Washington Independent Bancshares, Inc. will not
be affected by this announcement and is expected to be consummated during the
first quarter of 1999. On a combined pro forma basis, including the pending
merger with Washington Independent Bancshares, Inc., Heritage is expected to
have more than $479 million in assets.
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
1995: Statements in this news release looking forward in time involve risks and
uncertainties, including regulatory approvals, completion of the due diligence
process, success of acquiring new locations and integrating newly-acquired
branches, additional expansion opportunities, the effect of changing economic
conditions, product demand, changes in the regulatory environment, and other
risk factors detailed in Heritage Financial's Securities and Exchange Commission
Filings.
