1
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): October 25, 2004
----------------
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))
2
ITEM 7.01 REGULATION FD DISCLOSURE.
------------------------
On October 25, 2004, Tri-County Financial Corporation (the "Company"),
the holding company for Community Bank of Tri-County, announced that its Board
of Directors declared a 3-for-2 stock split of its outstanding common stock,
payable in the form of a 50% stock dividend. The stock split entitles each
shareholder of record at the close of business on November 5, 2004 to receive
one additional share for every two shares of common stock held on that date. The
Company will pay cash in lieu of issuing fractional shares based on the closing
price on the record date, as adjusted for the split. The additional shares
resulting from the split will be distributed by the Company's transfer agent on
or about December 1, 2004.
In addition, the Company's Board of Directors has approved the
repurchase of up to 39,000 shares, or approximately 5% of the Company's
outstanding common stock. The program will commence after the Company has filed
its Form 10-Q for the quarterly period ended September 30, 2004.
A copy of the Company's press release dated October 25, 2004 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 October 25, 2004
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.
Dated: October 25, 2004 By: /s/ Michael L. Middleton
-------------------------------------
Michael L. Middleton
President and Chief Executive Officer