UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 2 TO 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): November 15, 2001
Washington Banking Company
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
000-24503 91-1725825
(Commission File Number) (IRS Employer Identification No.)
450 SW Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)
(360) 679-3121
(Registrant's telephone number, including area code)
FORM 8-K/A
WASHINGTON BANKING COMPANY
Oak Harbor, Washington
November 15, 2001
Item 4. Change in Registrant's Certifying Accountant
The Company filed a Form 8-K on November 21, 2001 in which it announced that, on
November 15, 2001, the Company had determined that it would not reappoint KPMG
LLP as its independent accountants, effective upon KPMG LLP's completion of the
audit of the Company's financial statements as of and for the year ended
December 31, 2001 and the issuance of their report thereon. The Company also
announced that it had engaged Moss Adams LLP as its independent accountants
effective after KPMG LLP completes its audit of the Company's financial
statements as of and for the year ended December 31, 2001 and the issuance of
their report thereon. The decision to change accountants was approved by the
Company's full board of directors.
The Company therefore dismissed KPMG LLP as its independent accountants as of
March 22, 2002, the date the Company filed its Form 10-K for fiscal year 2001.
KPMG LLP's report on the financial statements for the year ended December 31,
2001 included in that Form 10-K did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. During the two most recent fiscal years and the
subsequent interim periods before KPMG LLP's dismissal, the Company has not had
any disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The Company has engaged Moss Adams LLP as its independent accountants for the
year ended December 31, 2002, effective as of March 22, 2002.
The Company requested KPMG LLP to furnish a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements contained
in this Form 8-K/A. A copy of that letter, dated April 1, 2002, is filed as an
Exhibit to this Form 8-K/A.
Item 7. Financial Statements and Exhibits
16. Letter from KPMG regarding change in Registrant's accountant.
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.
WASHINGTON BANKING COMPANY
Date: March 28, 2002 By: /s/ Michal D. Cann
-----------------------------
Michal D. Cann
President and Chief Executive Officer
INDEX
Exhibit Number Description of Document
16 Letter from KPMG LLP to Securities and Exchange Commission dated April 1,
2002 pursuant to the requirements of Item 304(a)(3) of Regulation S-K.
April 1, 2002
Securities and Exchange Commission
Washington, D.C. 20549
We were previously principal accountants for Washington Banking Company
(Company) and, under the date of January 25, 2002, we reported on the
consolidated financial statements of the Company as of December 31, 2001 and
2000 and for each of the years in the three-year period ended December 31, 2001.
On November 15, 2001, we were notified that the Company engaged Moss Adams LLP
as its principal accountant for the year ending December 31, 2002 and that the
auditor-client relationship with KPMG LLP would cease upon completion of the
audit of the Company's consolidated financial statements as of and for the year
ending December 31, 2001, and the issuance of our report thereon. We have read
the Company's statements included under Item 9 of its Form 10-K dated April 1,
2002, and we agree with such statements.
Very truly yours,
By: /s/ KPMG, LLP
- ---------------------