INTERWEST BANCORP INC
8-K, 1998-06-18
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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):
                                    June 15, 1998


                               INTERWEST BANCORP, INC.
                (Exact name of registrant as specified in its charter)


                                      WASHINGTON
                    (State or other jurisdiction of incorporation)


                    0-26632                               91-1691216    
             (Commission File Number)           IRS Employer Identification No.


                                275 S.E. Pioneer Way
                                Oak Harbor, WA 98227
                    (Address of principal executive offices) (zip code)


         Registrant's telephone number, including area code: (360) 679-4181


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ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

     Effective June 15, 1998, InterWest Bancorp, Inc., Oak Harbor, Washington
("InterWest") completed its pending acquisition of Pacific Northwest Bank,
Seattle, Washington ("Pacific").  The Acquisition was accomplished pursuant to
an Amended and Restated Agreement and Plan of Merger dated as of January 15,
1998 (the "Pacific Agreement"). 

     In addition, effective June 16, 1998, InterWest completed its pending 
merger with Pioneer Bancorp, Inc. ("Pioneer"), resulting in its wholly owned 
subsidiary, Pioneer National Bank, Yakima, Washington, becoming a wholly 
owned subsidiary of InterWest. The Merger was accomplished pursuant to an 
Agreement and Plan of Merger dated as of February 4, 1998 (the "Pioneer 
Agreement"). The Pacific Agreement and the Pioneer Agreement were included as 
Appendix A and Appendix B, respectively, to the Joint Proxy 
Statement/Prospectus dated April 27, 1998, previously filed by InterWest as 
part of its Registration Statement on Form S-4 with the Securities and 
Exchange Commission.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS

     (a)  Financial Statements -- The requisite historical financial information
          will be filed as soon as available, but no later than 60 days after
          this Report was required to be filed.

     (b)  Pro forma Financial Information -- The requisite pro forma financial
          information will be filed as soon as available, but no later than 60
          days after this Report was required to be filed.

     (c)  EXHIBITS.

          (99.1)    Press Release dated June 15, 1998 issued by InterWest to
                    announce the completion of the Acquisition of Pacific.

          (99.1)    Press Release dated June 16, 1998 issued by InterWest to 
                    announce the completion of the Merger with Pioneer.

                                       2


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                                      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 hereunto duly authorized.

     Dated:  June 15, 1998


                                       INTERWEST BANCORP, INC.


                                       By  /s/ Stephen M. Walden
                                           -------------------------------------
                                           Stephen M. Walden
                                           President and Chief Executive Officer

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6/15/98

InterWest Bancorp, Inc. Completes Merger With Pacific Northwest Bank 

Oak Harbor, WA -- June 15, 1998 -- InterWest Bancorp, Inc., (NASDAQ: IWBK) today
announced that its merger transaction with Pacific Northwest Bank has been 
completed with an effective date of June 15, 1998.

Pacific Northwest Bank, headquartered in Seattle, Washington will remain a 
separate entity under the InterWest Bancorp, Inc. holding company, whose 
banking subsidiaries include InterWest Bank and First National Bank of Port 
Orchard. Patrick M. Fahey will join InterWest Bancorp's Board of Directors 
and be appointed Vice Chairman, Commercial Banking for the holding company.

Pacific Northwest Bank is a leading financial services provider specializing 
in meeting the needs of professionals and small-to-medium size businesses 
through its four offices located in Seattle, Bellevue, Kent and Lynnwood, 
Washington. The combined operation will have assets exceeding $2.3 billion 
and will have 46 offices located in 13 counties throughout Western and 
Central Washington.

Under the terms of the agreement, each outstanding share of Pacific Northwest 
Bank common stock will be automatically converted into shares of InterWest 
Bancorp, Inc. common stock. The merger will be accounted for as a pooling of 
interests by InterWest under generally accepted accounting principles.

<PAGE>

6/16/98

InterWest Bancorp, Inc. Completes Merger With Pioneer Bancorp 

Oak Harbor, WA -- June 16, 1998 -- InterWest Bancorp, Inc., (NASDAQ: IWBK) 
today announced that its merger transaction with Pioneer Bancorp of Yakima, 
Washington has been completed with an effective date of June 16, 1998.

Pioneer Bancorp's subsidiary, Pioneer National Bank, will remain a separate 
entity under the InterWest Bancorp, Inc. holding company. The holding 
company's banking subsidiaries include: InterWest Bank, First National Bank 
of Port Orchard and Pacific Northwest Bank. Pioneer National Bank, an SBA 
preferred lender, maintains a strong commitment to commercial and residential 
lending, as well as community banking. Pioneer National Bank operates four 
offices in Yakima County and one in Benton County. The combined operation 
will have assets exceeding $2.4 billion and will have 51 offices located in 
15 counties throughout Western and Central Washington.

Under the terms of the agreement, each outstanding share of Pioneer Bancorp 
common stock will be automatically converted into shares of InterWest 
Bancorp, Inc. common stock. The merger will be accounted for as a pooling of 
interests by InterWest under generally accepted accounting principles.





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