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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):
March 5, 1999
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 of (Commission IRS Employer Identification No.
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 March 5, 1999, Heritage Financial Corporation completed its merger
transaction with Washington Independent Bancshares, Inc. In the merger, Heritage
issued 1,058,200 of its shares in exchange for all the outstanding shares and
vested options to acquire shares of Washington Independent Bancshares, Inc. A
copy of the news release regarding the completion of the merger transaction is
attached.
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 March 5, 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: March 10, 1999
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 MORE INFORMATION CONTACT:
Heritage Financial Corporation
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Donald V. Rhodes, Chairman, President and CEO - (360) 943-1500.
HERITAGE FINANCIAL CORPORATION COMPLETES MERGER WITH WASHINGTON INDEPENDENT
BANCSHARES, INC.
Olympia, WA March 5, 1999 - Heritage Financial Corporation, (NASDAQ: HFWA) today
announced that its merger transaction with Washington Independent Bancshares,
Inc. of Toppenish, Washington has been completed with an effective date of March
5, 1999.
Washington Independent Bancshares, Inc.'s subsidiary, Central Valley Bank N.A.,
will operate as a separate commercial banking subsidiary of Heritage Financial
Corporation. Heritage's other subsidiary is Heritage Bank. Central Valley Bank
will continue to maintain a strong commitment to community banking in Yakima
County. As a result of the merger, Heritage will have combined operations of
about $461 million in assets and 17 full-service banking offices in Thurston,
Pierce and Mason counties in Western Washington and Yakima County in Central
Washington.
In the merger the stockholders of Washington Independent Bancshares, Inc. are
receiving .5934 shares of Heritage Financial Corporation common stock for each
share of Washington Independent Bancshares, Inc. common stock.
