-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZocqgJiLgE+zzPDQ0ZdoxLts3/GYEZ6XgICOQ4WSWC+tDwzhnhQtI63+9XWh+DX rBGVoveAEFTuh15xjCb2eQ== 0000909654-06-000171.txt : 20060126 0000909654-06-000171.hdr.sgml : 20060126 20060126131322 ACCESSION NUMBER: 0000909654-06-000171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060123 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRI COUNTY FINANCIAL CORP /MD/ CENTRAL INDEX KEY: 0000855874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 520692188 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18279 FILM NUMBER: 06552821 BUSINESS ADDRESS: STREET 1: 3035 LEONARDTOWN RD STREET 2: P O BOX 38 CITY: WALDORF STATE: MD ZIP: 20601 BUSINESS PHONE: 3016455601 MAIL ADDRESS: STREET 1: 3035 LEONARDTOWN ROAD CITY: WALDORF STATE: MD ZIP: 20601 8-K 1 tricounty8kjan25-06.txt UNITED STATES 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 (Date of earliest event reported): January 23, 2006 ---------------- TRI-COUNTY FINANCIAL CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-18279 52-1652138 -------- --------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 3035 Leonardtown Road, Waldorf, Maryland 20601 ---------------------------------------------- (Address of principal executive offices) (301) 645-5601 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A ------------------------------------------------------------- PROVISION OF THE CODE OF ETHICS. ------------------------------- On January 23, 2006, the Board of Directors of Tri-County Financial Corporation (the "Company"), the holding company for Community Bank of Tri-County, amended its Code of Ethics as follows: |o| Prior to the amendment, the Company maintained a separate code of ethics for: (1) senior executives, financial officers and directors; (2) officers and managers; and (3) employees. The Code of Ethics for Senior Executives, Financial Officers and Directors was amended to apply to all three constituencies. |o| The Code of Ethics was amended to add language to specifically indicate that the Code applied to employees and directors of the Company or any subsidiary of the Company. |o| The Code of Ethics was amended to add additional illustrations on what constitutes confidential information and additional procedures to ensure the secrecy of such information is maintained. |o| The Code of Ethics was amended to specifically provide that concerns regarding questionable accounting or auditing matters should be handled under the procedures for confidential, anonymous submissions established by the Audit Committee. ITEM 7.01 REGULATION FD DISCLOSURE. ------------------------ On January 23, 2006, Tri-County Financial Corporation (the "Company"), the holding company for Community Bank of Tri-County, announced that its Board of Directors declared a $0.55 cash dividend for the year ended December 31, 2005. A copy of the Company's press release dated January 25, 2006 is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Exhibits Number Description ------ ----------- 99.1 Press Release Dated January 25, 2006 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. Dated: January 26, 2006 By: /s/ William J. Pasenelli ------------------------------------ William J. Pasenelli Executive Vice President and Chief Financial Officer EX-99.1 2 tricounty8kjan25-06ex99.txt CONTACT: William J. Pasenelli Chief Financial Officer (301) 645-5601 FOR IMMEDIATE RELEASE TRI-COUNTY FINANCIAL CORPORATION DECLARES CASH DIVIDEND WALDORF, MARYLAND, JANUARY 25, 2006--Tri-County Financial Corporation (OTCBB: TCFC), the holding company for Community Bank of Tri-County, announced that its Board of Directors declared a cash dividend for the year ended December 31, 2005 of $0.55 per share. The cash dividend will be payable on April 7, 2006 to stockholders of record on March 17, 2006. Tri-County Financial Corporation is the bank holding company for Community Bank of Tri-County, which conducts business through its main office in Waldorf, Maryland, and eight branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Lexington Park and Prince Frederick, Maryland. -----END PRIVACY-ENHANCED MESSAGE-----