PACIFIC FINANCIAL CORP /
8-K, 2000-04-21
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 8-K
                                 CURRENT REPORT
                                   PURSUANT TO
                               SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                 ---------------

         Date of Report (Date of earliest event reported): April 17, 2000

                          PACIFIC FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)
                WASHINGTON                   000-29829           91-1815009
        (State or other jurisdiction of   (SEC File Number)    (IRS Employer
                incorporation)                                Identification No.

                             300 EAST MARKET STREET
                         ABERDEEN, WASHINGTON 98520-5244
                                 (360) 533-8870
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


         Item 5. Other Events.

On April 17,  2000,  the Board of  Directors  of Pacific  Financial  Corporation
approved a  five-for-one  stock split of the  corporation's  outstanding  common
stock  payable July 15, 2000 to  shareholders  of record on June 15,  2000.  The
Board's  action  also  provides  for a  corresponding  adjustment  in the shares
reserved for issuance under the  registrant's  stock option plans and the shares
underlying  all  outstanding  options.  The Board of Directors  has elected,  as
allowed  under the  Washington  corporation  statutes,  to amend the articles of
incorporation  to increase  the number of  authorized  shares of common stock to
25,000,000.

         Item 7. Financial Statements, Pro Forma Financial Information,
                 and Exhibits.

The following exhibit is filed with this report:

             Exhibit No.      Exhibit
             -----------      -------
                99            Press release dated April 20, 2000

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<PAGE>

                                   SIGNATURES
                                   ----------
         Pursuant to the  requirements  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.

                                           PACIFIC FINANCIAL CORPORATION


DATED:  April 20, 2000                     By: /s/ Robert J. Worrell
                                               ---------------------
                                               Robert J. Worrell
                                               Chief Executive Officer
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PACIFIC FINANCIAL CORPORATION ANNOUNCES A FIVE FOR 1 STOCK SPLIT


         Aberdeen,  Washington,  April 20, 2000 - Pacific Financial Corporation,
the  holding  company  for  Bank of The  Pacific  headquartered  in Long  Beach,
Washington, and The Bank of Grays Harbor, headquartered in Aberdeen, Washington,
announced  a 5  for  1  stock  split  payable  July  15,  2000,  at  the  annual
shareholders meeting of the holding company held on April 17th. This stock split
means that all  shareholders of record as of June 15, 2000, will become entitled
to receive four  additional  shares on July 15, 2000,  for every share that they
held on the record date.  The stock split will increase the  outstanding  common
stock to approximately  2.48 million shares.  Following the split, each share of
Pacific Financial  Corporation's  common stock is expected to have approximately
one-fifth of the value of a share immediately prior to the split.

         Bob Worrell,  the CEO of Pacific Financial  Corporation,  also reported
net income of  $1,025,000,  or $2.06 per share for the first quarter ended March
31, 2000, up from last year's first quarter of $950,000,  or $1.94 per share, an
increase of 7.9%.  This  increase  can be  attributed  to stronger  net interest
income and margin as a result of a 12.8%  growth in loans to  $163,000,000  from
$144,000,000 at March 31, 1999.  Return on assets for the 2000 first quarter was
1.66% and the return on equity was 19.12%. These ratios are considered strong by
industry standards.

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