<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 30, 1999
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.)
1421 S.W. BARLOW STREET
OAK HARBOR, WASHINGTON 98277
(Address of principal executive offices) (Zip Code)
(360) 679-3121
Registrant's telephone number, including area code
<PAGE> 2
FORM 8-K
WASHINGTON BANKING COMPANY
OAK HARBOR, WASHINGTON
APRIL 30, 1999
ITEM 5. OTHER EVENTS
On April 29, 1999, the Board of Directors of Washington Banking Company
(the "Company") authorized the management of the Company to repurchase up to
210,000 shares of the Common Stock of the Company. The Company expects to make
purchases through open-market transactions based upon market conditions and
subject to Rule 10b-18 of the Securities Act of 1934. There can be no assurance
that the Company will acquire all of the shares which it has been authorized to
repurchase. The full text of the Company's press release is attached as Exhibit
99.1 which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Press release dated April 30, 1999 issued by the Company regarding the
Company's Common Stock repurchase program.
-2-
<PAGE> 3
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
(Registrant)
Date: May 3, 1999 By: /s/ Michal D. Cann
------------------------------------
Michal D. Cann
President and Chief Executive
Officer
-3-
<PAGE> 1
EXHIBIT 99.1
LEN CEREGHINO & CO. CLIENT: WASHINGTON BANKING COMPANY
CORPORATE INVESTOR RELATIONS CONTACT: MICHAL D. CANN, PRESIDENT & CEO
2605 WESTERN AVE., SEATTLE, WA 98121 PHYLLIS A. HAWKINS, SR. VICE PRES. & CFO
(206) 448-1996 (360) 679-3121
NEWS RELEASE
WASHINGTON BANKING COMPANY APPROVES STOCK REPURCHASE PLAN
OAK HARBOR, WA - April 30, 1999 - Washington Banking Company (NASDAQ:
WBCO), the holding company of Whidbey Island Bank, today reported its Board of
Directors has approved a stock repurchase program. The approval authorizes a
systematic program for the repurchase of up to 210,000 shares of the Company's
outstanding common stock for cash in the open market and in privately negotiated
transactions. The 210,000 shares represent nearly 5% of the Company's 4,200,300
shares of common stock outstanding at March 31, 1999.
Assuming all the proposed shares are repurchased, there will be
approximately 3,990,300 shares of WBCO common stock outstanding. After
accounting for those held by officers and directors, there would be
approximately 3,710,000 common shares available for trading in the public float
following the repurchase.
"Washington Banking Company is well positioned for growth with a strong
capital position, good growth in earnings and assets, and sound asset quality,"
Michal D. Cann, President and Chief Executive Officer told shareholders at the
annual meeting. "Since our initial public offering in June 1998, however, our
stock has come under the same pressure as many small cap bank stocks, and we
believe that the shares are undervalued. WBCO has closed at prices ranging from
$8.25 to $10.19 in recent weeks - or 1.2 times and 1.4 times book value,
respectively. At March 31, 1999, the Company's book value equaled $7.15 per
share."
At March 31, Washington Banking Company had assets of $229.5 million, loans
of $163.2 million and total deposits of $198.5 million. Full results for the
first quarter of 1999 are being reported in a separate press release.
Repurchased shares will be held as Treasury Stock and be available for
general corporate purposes such as providing available shares for the company's
employee benefit plans, for issuance in connection with outstanding options and
for possible resale in future public or private offerings. The repurchase
program will be carried out in accordance with certain volume, timing and price
constraints imposed by the Securities and Exchange Commission's rules applicable
to such transactions. The amount, timing and price of purchases, if any, will
otherwise depend on market conditions.
Washington Banking Company is a growing bank holding company that operates
Whidbey Island Bank, a Washington state chartered full-service commercial bank
based in Oak Harbor, Washington. Founded in 1961, Whidbey Island Bank has grown
to 15 offices in Island, Skagit and Whatcom Counties in
<PAGE> 2
Northwest Washington State - mid-way between Seattle and Vancouver, B.C. WBCO
assets have more than doubled since 1995.
Statements concerning future performance, developments or events, and any
other guidance on future periods, constitute forward-looking statements that are
subject to a number of risks and uncertainties. These include the trend of
general stock market activity, specific trading in WBCO shares, the availability
of shares for repurchase, government and regulatory actions and other conditions
that might cause actual events to differ materially from stated expectations.
