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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING OF FORM 11-K
PURSUANT TO SECTION 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
000-24503
(Commission File Number)
WHIDBEY ISLAND BANK 401(K) PLAN
(Full title of the plan)
WASHINGTON BANKING COMPANY
1421 S.W. BARLOW STREET
OAK HARBOR, WASHINGTON 98277
(360) 679-3121
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
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The Registrant is unable to file Form 11-K for the Whidbey Island Bank
401(k) plan ("Plan") within 180 days from the end of the Plan's 1998 fiscal
year. The Plan's fiscal year ended December 31, 1998, thereby making June 30,
1999 the applicable filing date. The reason for the delay is that audited Plan
financial statements are not yet available as a result of a change in the Plan's
recordkeeper and custodian during 1998. Differences in the recordkeeping systems
employed by the firms caused difficulties in completing the information
necessary to prepare the financial statements and schedules required for the
accountants to complete their audit test work. There is insufficient time to
complete the necessary financial statements and schedules without incurring
unreasonable expense.
The accountant's statement required by Rule 12b-25(c) is attached. See
Exhibit 1.
Form 11-K will be filed on or before July 15, 1999, which is the 15th
calendar day following the applicable filing date.
There are currently no other outstanding periodic reports of the Plan
that are required under Section 13 and 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Action of 1940.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees or other persons who administer the employee benefit plan have duly
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 30, 1999
WHIDBEY ISLAND BANK 401(K) PLAN
By: /s/ Michal D. Cann
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Michal D. Cann
Trustee
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EXHIBIT 1
Whidbey Island Bank
401(k) Plan
Oak Harbor, WA
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Whidbey Island Bank 401(k) Plan on or about
June 30, 1999, which contains notification of the registrant's inability to file
its Form 11-K by June 30, 1999. We have read the Plan's statements contained
therein and we agree with the stated reason as to why we have been unable to
complete our audit and report on the financial statements for the year ended
December 31, 1998, to be included in Form 11-K. Very truly yours,
[SIGNATURE]
Seattle, Washington
June 30, 1999
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