HERITAGE FINANCIAL CORP /WA/
8-K, 1999-04-29
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>
 
                      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):

                                April 26, 1999


                        HERITAGE FINANCIAL CORPORATION
           ---------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         WASHINGTON                    0-29480                 91-1857900
- ----------------------------        -------------       ------------------------
(State or other jurisdiction         (Commission              IRS Employer   
      of incorporation)              File Number)           Identification No.
      



                           205 Fifth Avenue S.W.
                               Olympia WA                       98501
              ----------------------------------------        --------
              (Address of principal executive officers:      (Zip Code)


      Registrant's telephone number, including area code: (360) 943-1500
                                                          --------------



ITEM 5 -- OTHER EVENTS

On April 26, 1999, Heritage Financial Corporation announced that its Board of
Directors had authorized the purchase of up to 100,000 of its outstanding shares
in the open market or in privately negotiated transactions. The news release
regarding this repurchase is attached to this filing.
<PAGE>
 
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 April 26, 1999



                                  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: April 29, 1999

                                        HERITAGE FINANCIAL CORPORATION


                                        By: /s/ Donald V. Rhodes
                                           --------------------------------
                                           Donald V. Rhodes
                                           Chairman, President and
                                           Chief Executive Officer

<PAGE>
                                                                      EXHIBIT 99
 
FOR IMMEDIATE RELEASE

For Further Information Contact:      Donald V. Rhodes
                                      Chairman, President and CEO
                                      360/943-1500

                        HERITAGE FINANCIAL CORPORATION
                          ANNOUNCES SHARE REPURCHASE
                                        

Olympia, Washington -- April 26, 1999 -- The Board of Directors of Heritage
Financial Corporation (Nasdaq symbol: HFWA) today authorized the purchase of up
to 100,000 of its outstanding shares of common stock in the open market or in
privately negotiated transactions at times deemed appropriate. Heritage's
Chairman, President and Chief Executive Officer, Donald V. Rhodes, stated, "Our
Board believes that Heritage's ability to repurchase its stock will help enhance
the value of Heritage's stock for its shareholders and be a good use of
Heritage's capital."

Heritage intends to make all repurchases in compliance with applicable
securities and other laws. As previously announced, Heritage recently
consummated the acquisition of Washington Independent Bancshares, Inc. and its
wholly-owned subsidiary, Central Valley Bank, Toppenish, Washington. The
repurchase of up to 100,000 shares generally represents the maximum number of
shares that may be repurchased while preserving pooling of interests accounting
treatment for that transaction, which closed effective March 5, 1999. The
addition of Central Valley Bank as a separate subsidiary of Heritage increased
Heritage's consolidated assets to about $461 million. As a result of the
acquisition, Heritage, through its two subsidiaries, Heritage Bank and Central
Valley Bank, has 17 full-service banking offices in Thurston, Pierce and Mason
Counties in Western Washington and Yakima County in Central Washington.


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