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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
/X/ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 1998
HERITAGE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Washington 91-1857900
(State or other jurisdiction of (IRS Employer
incorporation organization) or Identification No.)
201 Fifth Avenue SW, Olympia, WA 98501
(Address of principal executive office) (ZIP code)
(360) 943-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
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FORM 8-K
HERITAGE FINANCIAL CORPORATION
Olympia, Washington
June 12, 1998
ITEM 2. ACQUISITION OF NORTH PACIFIC BANCORPORATION
On June 12, 1998, Heritage Financial Corporation (the "Company") acquired all of
the outstanding common stock of North Pacific Bancorporation whose wholly owned
subsidiary is North Pacific Bank. North Pacific Bank operates two banking
offices in Tacoma, Washington with assets of $81.3 million at May 31, 1998.
Based on a formula which includes the earnings of North Pacific Bank from
January 1, 1998 through June 12, 1998 less certain adjustments, the Company paid
approximately $17.5 million in cash to acquire all of the outstanding common
stock of North Pacific Bancorporation from its sole stockholder. The funds that
the Company utilized in this transaction were held in short term investments and
were part of the net proceeds from the Company's January 1998 stock offering.
Subsequent to the consummation of the acquisition, the holding company, called
North Pacific Bancorporation, was merged into Heritage Financial Corporation.
At a future date, the Company intends to merge the operations of North Pacific
Bank with and into Heritage Bank. This transaction will be accounted for using
the purchase accounting method. Effective June 18, 1998, Mr. Peter Wallerich,
former Chairman and Chief Executive Officer of North Pacific Bancorporation,
became a director of the Company.
The Plan of Stock Purchase and Agreement to Merge was previously filed by the
Company on May 12, 1998 with its March 31, 1998 10Q filing.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statement of Business Acquired
It is currently impracticable for the Registrant to provide the financial
statements of North Pacific Bancorporation required pursuant to Rule 3-05(b) of
Regulation S-X. In accordance with Item 7(a)(4) of the Instructions to Form 8-
K, the Registrant will file such financial statements as soon as they are
available, and in no event later than August 11, 1998.
(b) Pro Forma Financial Information
It is currently impracticable for the Registrant to provide the pro forma
financial information of North Pacific Bancorporation required pursuant to
Article 11 of Regulation S-X. In accordance with Items 7(a)(4) and 7(b)(2) of
the Instructions to Form 8-K, the Registrant will file such financial
information as soon as they are available, and in no event later than August 11,
1998.
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(c) Exhibit
The Plan of Stock Purchase and Agreement to Merge between the Company and
North Pacific Bancorporation was previously filed by the Company on May 12, 1998
with its March 31, 1998 10Q filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
HERITAGE FINANCIAL CORPORATION
Registrant
Date: 06/19/98 By: /s/ Donald V. Rhodes
__________________________________
Donald V. Rhodes, Chairman, President
and Chief Executive Officer
Date: 06/19/98 By: /s/ James Hastings
__________________________________
James Hastings, Vice President and
Treasurer
