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): June 26, 2000 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 June 26, 2000, Heritage Financial Corporation announced that its Board of Directors had authorized the purchase of an additional ten percent (10%), or approximately 890,000 shares, of its outstanding stock in the open market or in privately negotiated transactions for an aggregate targeted repurchase of approximately 27% of its outstanding shares since the stock repurchase program was announced on October 22, 1999. As of June 23, 2000, Heritage had purchased 1,974,000 shares or about 18% of its total outstanding shares. The news release regarding this increase in targeted stock repurchases is attached to this filing. 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 June 26, 2000 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: June 28, 2000 HERITAGE FINANCIAL CORPORATION By: /s/ Donald V. Rhodes ------------------------------------- Donald V. Rhodes Chairman, President and Chief Executive Officer