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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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) March 6, 1998
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Harris Bankcorp, Inc.
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(Exact name or registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-18179 36-2722782
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(Commission File Number) (IRS Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-461-2121
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable
ITEM 5. OTHER EVENTS.
Effective February 11, 1998, Harris Preferred Capital Corporation
("HPCC"), a wholly-owned subsidiary of Harris Trust and Savings Bank ("HTSB"),
which is a wholly-owned subsidiary of Harris Bankcorp, Inc. ("Bankcorp"),
issued $250 million of 7 3/8% noncumulative, exchangeable Series A preferred
stock. The preferred stock, which is listed and traded on the New York Stock
Exchange, is nonvoting except in certain circumstances as outlined in HPCC's
Form S-11 Registration Statement ("S-11"). Dividends on the preferred stock
are noncumulative and are payable at the rate of 7 3/8% per annum on the $25
per share liquidation preference. The preferred shares can be redeemend in
whole or in part at HPCC's option on or after March 30, 2003 or upon the
occurrence of a tax event as defined in the S-11. Upon the occurrence of
specific events described in the S-11, including HTSB becoming less than
"adequately capitalized", HTSB being placed into conservatorship or
receivership, or the Board of Governors of the Federal Reserve Bank directing
such an exchange, each preferred share would be exchanged automatically for one
newly issued HTSB preferred share.
The Series A Preferred Shares will qualify a Tier 1 capital at both
HTSB and Bankcorp for U.S. banking regulatory purposes under relevant
regulatory capital guidelines.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not applicable
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable
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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.
HARRIS BANKCORP, INC.
(REGISTRANT)
By /s/ Paul R. Skubic
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Paul R. Skubic
Its Chief Accounting Officer
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Date March 6, 1998
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