UNITED ~~STATES~~ ~~SECURITIES~~STATES ~~AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION 13 ~~(Date~~OR ~~of earliest event reported~~15(d): ~~March 4, 2009~~OF THE

~~HARRIS~~SECURITIES ~~PREFERRED~~EXCHANGE ~~CAPITAL~~ACT ~~CORPORATION~~OF 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported) _May 18, 2012

~~1-13805 (Commission~~Harris ~~File~~Preferred ~~Number)~~Capital Corporation

Maryland (State or other jurisdiction of incorporation or		#36-4183096 (I.R.S. Employer Identification No.)
organization)
111 West Monroe Street, Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in its Charter)

(312) 461-2121 (Registrant’s telephone number, including area code)


Maryland	1-13805	36-4183096
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Not Applicable (Former name or former address, if changed since last report)


111 West Monroe Street, Chicago, Illinois				60603
(Address of Principal Executive Offices)				(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode ~~the Form 8~~312-K461-1211 ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below:~~

oNot ~~Written~~Applicable ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

o(Former ~~Soliciting~~Name ~~material~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~14a-12~~Changed ~~under~~Since ~~the~~Last ~~Exchange Act (17 CFR 240~~Report.~~14a-12~~)

oCheck ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2~~satisfy ~~(b)~~the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14.d-~~2(b. below)):

o¨ ~~Pre-commencement~~Written communications pursuant to Rule ~~13e-4(c)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~13e-4(c~~425))

~~ITEM~~¨ ~~3.02.~~Soliciting ~~Unregistered~~material ~~Sales~~pursuant ofto ~~Equity~~Rule ~~Securities~~14a-12 under the Exchange Act (17 CFR 240. 14a-12)

~~ITEM~~¨ ~~5.03.~~Pre-commencement ~~Amendments~~communications pursuant to ~~Articles~~Rule of14d-2(b) ~~Incorporation~~under orthe ~~Bylaws;~~Exchange ~~Change~~Act in(17 ~~Fiscal~~CFR ~~Year~~240. 14d-2(b))

On¨ ~~March 4,~~Pre-commencement ~~2009,~~communications ~~the~~pursuant ~~Board~~to ofRule ~~Directors of Harris Preferred Capital Corporation~~ 13e-4(~~the “Company”~~c) ~~approved~~under ~~an amendment to~~ the ~~Articles~~Exchange ofAct ~~Incorporation~~(17 ofCFR ~~the Company to increase the number of authorized shares of common stock from 1,000 shares to 5,000 shares~~240. 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 813e-K. 4(c))

OnItem ~~March~~ 5~~, 2009, the Company entered into a contribution agreement with Harris Capital Holdings, Inc~~.02 ~~(“HCH”),~~Departure ~~a wholly owned subsidiary~~ of ~~Harris~~Directors ~~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~~Certain inOfficers; ~~cash.~~Election ~~HCH acquired the shares on March 5, 2009 and continues to own 100%~~ of ~~the~~Directors; ~~shares~~Appointment of ~~the~~Certain ~~Company’s~~Officers; ~~common~~Compensatory ~~stock.~~Arrangements ~~The shares were sold without registration under the Securities Act~~ of ~~1933,~~Certain ~~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~~Officers. ~~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~~(b) 9On May 18, 2012, Paul R.~~01.~~ ~~Financial~~Skubic ~~Statements~~retired from his positions as Chairman of the Board, President and Chief ~~Exhibits~~Executive Officer of the Company effective May 18, 2012. Mr. Skubic will remain as a member of the Board of Directors.

(c) and (d) ~~Exhibits~~On May 18, 2012, the Company’s Board of Directors announced that Pamela C. Piarowski, currently Chief Financial Officer and Treasurer of the Company, would succeed Mr. Skubic as President and Chief Executive Officer, effective May 18, 2012. The Board also elected Ms. Piarowski as a director effective May 18, 2012 for a term that expires at the 2013 annual meeting and appointed Ms. Piarowski as Chair of the Board effective such date. Lisa D. Hofstatter, currently Chief Accountant and Head of Financial Reporting at BMO Harris Bank, N.A., has been elected to the positions of Chief Financial Officer and Treasurer by the Company’s Board of Directors, effective May 18, 2012. Ms. Hofstatter, 43, has been an accountant with Bank of Montreal since 1997 and was appointed to her current position at BMO Harris Bank, N.A., an indirect subsidiary of Bank of Montreal and affiliate of the Company, in July 2011.

Exhibit Number		Description
3.1		Articles of Incorporation, as amended, of Harris Preferred Capital Corporation

A description of Ms. Piarowski’s tenure with the Company and her business experience can be found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 23, 2012, the descriptions of which are incorporated herein by reference.

~~Signatures~~-2-

~~Pursuant~~SIGNATURES ~~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:~~Pursuant ~~March 5~~to the requirements of the Securities Exchange Act of 1934, ~~2009~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Harris Preferred Capital Corporation By: /s/ Paul R. Skubic Paul R. Skubic Chairman of the Board and President

~~Exhibit Index~~-3-

Exhibit Number		Description
3.1		Articles of Incorporation, as amended, of Harris Preferred Capital Corporation

Date: May 18, 2012

HARRIS PREFERRED CAPITAL CORPORATION

/s/ Pamela C. Piarowski

Name: Pamela C. Piarowski

Title: Chair of the Board, President and

Chief Executive Officer

Filing Compare · HARRIS PREFERRED CAPITAL CORP