================================================================================ 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): May 31, 2006 HARRIS PREFERRED CAPITAL CORPORATION (Exact name of registrant as specified in its character) 1-13805 (Commission File Number) MARYLAND #36-4183096 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 461-2121 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 (see General Instruction A.2. below): [ ] 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 (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14.d-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. (b) On May 31, 2006, the Board of Directors of Harris Preferred Capital Corporation (the "Company") accepted the resignation of Janine Mulhall as Chief Financial Officer of the Company, effective May 31, 2006. (c) The Board of Directors of the Company elected Pamela Piarowski to serve as Chief Financial Officer of the Company, effective May 31, 2006. There are no arrangements or understandings between Ms. Piarowski and any other person pursuant to which she was elected. Ms. Piarowski, age 47, previously served as Chief Financial Officer of the Company and Senior Vice-President and Chief Financial Officer of Harris Bankcorp, Inc., indirect owner of all the Company's Common Stock, from June 2001 through July 2003. In 2003, she was appointed Vice-President, Financial Performance Management - CLEF Bank of Montreal. On April, 2006 she was appointed Vice-President and Chief Financial Officer, BMO US. 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: May 31, 2006 Harris Preferred Capital Corporation By /s/ Paul R. Skubic ---------------------------------- Paul R. Skubic Chairman of the Board and President