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): May 5, 2006
First
United Corporation
(Exact
name of registrant as specified in its charter)
|
Maryland
|
0-14237
|
52-1380770
|
|
(State
or other jurisdiction
of
incorporation
or organization)
|
(Commission
file number)
|
(IRS
Employer
Identification
No.)
|
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:
oWritten
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)
o
Pre-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
2.02. Results
of Operation and Financial Condition.
On
May 5,
2006, First United Corporation (the “Corporation”) issued a press release
describing the Corporation's financial results for the quarter ended March
31,
2006, a copy of which is furnished herewith as Exhibit 99.1.
The
information contained in this Item 2.02 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth
by
specific reference in such a filing.
Item
4.01. Changes
in Registrant's Certifying Accountant.
(a) Dismissal
of Principal Accountant.
On
May 5,
2006, the Corporation's Audit Committee dismissed Ernst & Young LLP
(“E&Y”) as the Corporation's independent registered public accounting firm.
This dismissal is effective May 8, 2006, after the Corporation has filed its
financial report for the first quarter of 2006 on Form 10-Q with the Securities
and Exchange Commission (the “SEC”).
The
reports of E&Y on the consolidated financial statements of the Corporation
as of and for the years ended December 31, 2004 and 2005 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified
as
to uncertainty, audit scope or accounting principle.
During
the years ended December 31, 2004 and 2005 and the subsequent period through
May
8, 2006, the Corporation did not have any disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused E&Y to make reference thereto in
its reports on the consolidated financial statements of the Corporation for
such
years.
During
the years ended December 31, 2004 and 2005 and the subsequent period through
May
8, 2006, the Corporation did not have any “reportable events” as described in
Item 304 (a)(1)(v) of the SEC's Regulation S-K.
The
Corporation provided E&Y with a copy of the above disclosure and requested
that E&Y furnish the Corporation with a letter addressed to the SEC stating
whether or not E&Y agrees with such disclosure. The letter of E&Y to the
SEC, dated May 11, 2006, is attached hereto as Exhibit 16.1.
(b) Appointment
of Principal Accountant.
On
May 5,
2006, after considering several proposals received from various registered
public accounting firms, the Corporation’s Audit Committee engaged Beard Miller
Company LLP (“BMC”) as the Corporation’s independent registered public
accounting firm for the remainder of 2006. This appointment is effective on
May
8, 2006.
During
the years ended December 31, 2004 and 2005 and the subsequent period through
May
8, 2006, neither the Corporation nor anyone acting on the Corporation’s behalf
consulted BMC regarding (1) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Corporation’s financial statements; or (2)
any matter that was either the subject of a disagreement as defined in Item
304(a)(1)(iv) of the SEC’s Regulation S-K or a “reportable event” described in
Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits
| |
(d) |
Exhibits. |
|
| |
|
|
|
| |
|
Exhibit 16.1 Letter
from Ernst & Young LLP dated May11, 2006 (filed herewith). |
|
| |
|
|
|
| |
|
Exhibit 99.1 Press
release dated May 5, 2006 (furnished herewith). |
|
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.
| |
|
|
| |
FIRST
UNITED
CORPORATION |
|
|
|
| Dated:
May 11, 2006 |
By: |
/s/ Carissa
L. Rodeheaver |
| |
Carissa
L. Rodeheaver |
| |
Senior
Vice President and CFO |
EXHIBIT
LIST
Exhibit Description
| 16.1 |
Letter
from Ernst & Young LLP dated May 11, 2006 (filed
herewith).
|
| 99.1 |
Press
release dated May 5, 2006 (furnished
herewith).
|