<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
SEC FILE NUMBER: 0-22907
NOTIFICATION OF LATE FILING
FORM 10-KSB FOR PERIOD ENDING MAY 31, 1999
Note nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
PART I REGISTRANT INFORMATION
Whitney American Corporation
Full name of Registrant
8150 Leesburg Pike, Suite 1200
Address of Principal Executive Office
Vienna, Virginia 22182
City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25, the following should be
completed. (Check box if appropriate)
<TABLE>
<CAPTION>
<S> <C> <C>
[ ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or expense;
--------------------------------------------------------------------------------------------------------
[X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB,
20-F, 11-K, or Form N-SAR, or portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
--------------------------------------------------------------------------------------------------------
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c) has been attached
if applicable.
----------------------------------------------------------------------------------------------------------
</TABLE>
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-KSB could not be filed
within the prescribed time period.
Additional time is necessary to incorporate information from the audited annual
financial statements into the Form 10-KSB and allow sufficient time for the
appropriate individuals to review the filing.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John S. Heishman (703) 893-4106
<PAGE>
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify the report(s) [ ] Yes [X] No.
10-KSB for period ended May 31, 1998
10-QSB for period ended August 31, 1998
10-QSB for period ended November 30, 1998
10-QSB for period ended February 28, 1999
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No.
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Whitney American Corporation
Name of Registrant as Specified in the Charter
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 27, 1999 By /s/ Juan J. Gutierrez
Chairman and CEO
