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):
September 28, 1998
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 (Commission IRS Employer
of incorporation) File Number) Identification No.
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 September 28, 1998, Heritage Financial Corporation, Olympia, Washington
("Heritage") entered into an Agreement and Plan of Merger (the "Agreement") with
Washington Independent Bancshares, Inc. ("WIB") and its wholly-owned subsidiary
Central Valley Bank, N.A. ("Bank"). Under the terms of the Agreement, Heritage
and WIB will merge with Heritage surviving the merger. The Bank will become a
separate wholly-owned commercial bank subsidiary of Heritage. The Agreement was
approved by the boards of directors of Heritage, WIB and the Bank.
The Agreement provides that all of the shares of outstanding common stock
and all of the vested outstanding options of WIB are to be converted into and
exchanged for between one million (1,000,000) and one million fifty thousand
(1,050,000) shares of Heritage Common Stock, depending on Heritage's average
stock price computed for 45 trading days just prior to the date the transaction
closes. WIB may elect to terminate the transaction if Heritage's average stock
price computed for that period is below $10.00 per share unless Heritage
increases the number of shares of Heritage Common Stock to be issued in the
transaction.
Consummation of the acquisition is subject to several conditions,
including, among other things, receipt of applicable regulatory approvals,
approvals by shareholders of Heritage and WIB, and the receipt of fairness
opinions. The transaction is expected to be completed by January 31, 1999. For
information regarding the terms of the proposed transaction, reference is made
to the Agreement and the news release dated September 28, 1998, which are
attached hereto as Exhibits 2 and 99, respectively.
ITEM 7 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements--not applicable.
(b) Pro forma financial information--not applicable.
(c) Exhibits:
2 Agreement and Plan of Merger, dated September 28, 1998
99 News Release issued by Heritage, dated September 28, 1998
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: October 8, 1998
HERITAGE FINANCIAL CORPORATION
By: /s/ Donald V. Rhodes
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Donald V. Rhodes
Chairman, President and
Chief Executive Officer