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 -------------------------------------------------------------- (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 - -------------------------------- ------------- ------------------------------ (State or other jurisdiction of (Commission IRS Employer Identification No. incorporation) File Number) 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 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 ------------------------------------ Donald V. Rhodes Chairman, President and Chief Executive Officer