Unassociated Document
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 18, 2006
First
United Corporation
(Exact
name of registrant as specified in its charter)
Maryland
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0-14237
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52-1380770
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(State
or other jurisdiction of incorporation
or organization)
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(Commission
file number)
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(IRS
EmployerIdentification
No.)
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19
South Second Street, Oakland, Maryland 21550
(Address
of principal executive offices) (Zip Code)
(301)
334-9471
(Registrant’s
telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
(d)
Election
of Director.
On
October 18, 2006, the Board of Directors of First United Corporation (the
“Corporation”) increased the number of directors from 15 to 16 and elected H.
Andrew Walls, III to fill the vacancy created thereby, all as permitted by
the
Corporation’s Amended and Restated By-Laws. Mr. Walls will serve until the 2007
Annual Meeting of Stockholders and until his successor is duly elected and
qualifies. Mr. Walls will serve on the Asset and Liability Management Committee
of the Board of Directors. Mr. Walls will also be appointed to the board of
directors of the Corporation’s subsidiary, First United Bank & Trust (the
“Bank”), and will serve on its Trust Committee and Loan Committee.
Mr.
Walls
will receive regular director’s fees for serving on the Corporation’s Board of
Directors, which are subject to change by the Board and are disclosed each
year
in the Corporation’s definitive proxy statement for the annual meeting of
shareholders. Specifically, Mr. Walls will receive $400 for attending each
meeting of the Board, $200 for attending each committee meeting of the Board,
and an annual retainer fee of $10,000. For serving on the Bank’s board of
directors, Mr. Walls will receive $400 for attending each meeting of the board
and $200 for attending each committee meeting. Mr. Walls will also be eligible
to participate in the Corporation’s Executive and Director Deferred Compensation
Plan, which was filed with the Securities and Exchange Commission as Exhibit
10.10 to the Corporation’s Quarterly Report on Form 10-Q for the period ended
September 30, 2003, subject to any eligibility or other requirements of that
plan.
Walls
Printing Company, Inc. (“WPC”), a corporation owned by Mr. Walls and a trust
established for the benefit of his minor children, provides various printing
services to the Corporation. Total fees paid by the Corporation to WPC for
printing services in 2005 and thus far in 2006 were $219,815 and $135,770,
respectively. The Corporation estimates that it will pay an additional $30,000
to WPC for services to be rendered during the rest of 2006.
The
Bank
periodically engages in banking transactions in the ordinary course of its
business with directors of the Corporation and their related interests,
including loan and deposit transactions, on substantially the same terms,
including interest rates, collateral, and repayment terms, as those prevailing
at the same time for comparable transactions with non-affiliated persons.
The
Bank
makes every attempt to structure loans to directors so that they do not
involve more than the normal risk of collectability or present other unfavorable
features. The Bank has engaged in the following loan transactions in excess
of
$60,000 with Mr. Walls and his related interests since December 31, 2004: (i)
a
$4,482,476 installment loan to WPC; and (ii) a $2,700,698 construction loan
to
MEGBA, LLC, a limited liability company owned by Mr. Walls and a trust
established for the benefit of his minor children.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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FIRST
UNITED
CORPORATION |
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Dated:
October 23, 2006 |
By: |
/s/
Robert W.
Kurtz
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Robert W. Kurtz |
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President
and Chief Risk Officer
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