-----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, Hf0KEI4MgNOBcFCcGahZZi3I+m+VV+u14IJI0E4ggWYI/xieSKof4bbFJIW6IQap U0zxHOzaLHhqmD7vJzjGlw== 0000909654-06-001635.txt : 20060725 0000909654-06-001635.hdr.sgml : 20060725 20060725170906 ACCESSION NUMBER: 0000909654-06-001635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060721 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 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: 06979710 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 tricounty8kjuly-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): July 21, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; -------------------------------------------------------------------- APPOINTMENT OF PRINCIPAL OFFICERS. --------------------------------- On July 21, 2006, Philip T. Goldstein and Joseph V. Stone, Jr., were appointed to serve as directors of Tri-County Financial Corporation (the "Company"). Mr. Goldstein will serve on the Governance Committee of the Company's Board of Directors and Mr. Stone will serve on the Audit Committee of the Company's Board of Directors. For more information, reference is made to the Company's press release dated July 25, 2006, a copy of which is filed with this Report as Exhibit 99.1. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN ------------------------------------------------------------ FISCAL YEAR. ----------- On July 21, 2006, the Board of Directors of the Company amended Article III, Section 2 of the Company's bylaws to increase the number of directors that shall constitute the Board from seven (7) to nine (9). A copy of amended Article III, Section 2 of the Company's Bylaws is filed with this Report as Exhibit 3.2, and is 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) Shell Company Transactions: Not applicable (d) Exhibits Number Description ------ ----------- 3.2 Amended Article III, Section 2 of the Bylaws of Tri-County Financial Corporation 99.1 Press Release dated July 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: July 25, 2006 By: /s/ Michael L. Middleton -------------------------------------- Michael L. Middleton President and Chief Executive Officer EX-3.2 2 tricounty8kjuly06ex3-2.txt EXHIBIT 3.2 SECTION 2. Number, Term and Election. The board of directors shall consist of nine (9) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected or qualified. The board of directors shall be classified in accordance with the provisions of the Corporation's Articles of Incorporation. EX-99.1 3 tricounty8kjuly06ex99-1.txt EXHIBIT 99.1 **PRESS RELEASE** Contact: Michael L. Middleton President and Chief Executive Officer (301) 645-5601 TRI-COUNTY FINANCIAL CORPORATION APPOINTS TWO NEW DIRECTORS WALDORF, MARYLAND, July 25, 2006--Tri-County Financial Corporation (OTCBB: TCFC), the holding company for Community Bank of Tri-County (the "Bank"), announced today that Philip T. Goldstein and Joseph V. Stone, Jr., were appointed to serve as directors of Tri-County Financial and the Bank. With the appointment of Messrs. Goldstein and Stone, the Boards of Directors of Tri-County Financial and the Bank now each have nine members. Mr. Goldstein has owned Philip T. Goldstein Real Estate Appraisals located in Prince Frederick, Maryland since 1975. Mr. Stone has owned the Joe Stone Insurance Agency located in Leonardtown, Maryland since 1981. Commenting on the appointments, Michael L. Middleton, President and Chief Executive Officer of Tri-County Financial, said "I'm thrilled by the addition of Philip and Joe and the expertise in financial services, as well as the corporate board experience that they bring to the Board. We are fortunate to have the services of two such prominent members of the local community and we look forward to working with them in the future." 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 Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Lexington Park and Prince Frederick, Maryland. This report contains certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Bank's market area, changes in policies by regulatory agencies, fluctuations in interest rates, loan demand in the Bank's market area, and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Tri-County Financial Corporation wishes to caution readers not to place undue reliance on any such forward-looking statements, which reflect management's analysis only as the date made. Tri-County Financial Corporation does not undertake any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of such statements. -----END PRIVACY-ENHANCED MESSAGE-----