ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 4, 2009, the Board of Directors of Harris Preferred Capital
Corporation (the "Company") approved an amendment to the Articles of
Incorporation of the Company to increase the number of authorized shares of
common stock from 1,000 shares to 5,000 shares. On March 4, 2009, the Company
filed an amendment to the articles with the State of Maryland. The Company
received notice of the acceptance of the amendment by the State of Maryland on
March 5, 2009. A copy of the Articles of Incorporation, as amended, is included
as Exhibit 3.1 to this Current Report on Form 8-K.
On March 5, 2009, the Company entered into a contribution agreement with
Harris Capital Holdings, Inc. ("HCH"), a wholly owned subsidiary of Harris N.A.
and parent to the Company, pursuant to which the Company agreed to issue and
sell 180 shares of common stock to HCH for a purchase price of $444,444.44 per
share, or $80,000,000 in cash. HCH acquired the shares on March 5, 2009 and
continues to own 100% of the shares of the Company's common stock. The shares
were sold without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemption from such registration
requirements provided by Section 4(2) of the Securities Act for transactions not
involving a public offering. The Company intends to utilize proceeds from the
common stock issuance for general corporate purposes and to acquire assets in a
manner consistent with Company investment guidelines.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
3.1 Articles of Incorporation, as amended, of Harris Preferred Capital
Corporation
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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.
Date: March 5, 2009
Harris Preferred Capital
Corporation
By: /s/ Paul R. Skubic
Paul R. Skubic
Chairman of the Board and President
Exhibit Index
Exhibit Number Description
3.1 Articles of Incorporation, as amended, of Harris Preferred Capital
Corporation
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