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As filed with the Securities and Exchange Commission on November 29, 1994
Registration No. 33-56551
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 1 TO
FORM S-4
Registration Statement Under The Securities Act of 1933
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MARSHALL & ILSLEY CORPORATION
(Exact name of Registrant as specified in charter)
Wisconsin 6022 39-0968604
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code No.) Identification No.)
770 North Water Street
Milwaukee, Wisconsin 53201
(Address, including ZIP Code, and telephone number, including
area code, of Registrant's principal executive offices)
_______________
M.A. HATFIELD, Secretary
Marshall & Ilsley Corporation, 770 North Water Street,
Milwaukee, Wisconsin 53202
(414) 765-7801
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
_______________
Copies to:
Randall J. Erickson Frank J. Pelisek
Godfrey & Kahn, S.C. Michael, Best &
Friedrich
780 North Water Street 100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(414) 273-3500 (414) 271-6560
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of the Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Explanatory Note
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This Amendment No. 1 to this Registration Statement is being filed to
add to this Registration Statement as exhibits certain reports filed by the
Bank of Burlington with the Federal Reserve Board pursuant to Section
12(i)(2) of the Securities Exchange Act of 1934, as amended. Since this
Amendment No. 1 does not relate to the prospectus, the prospectus and the
cross reference sheet have been omitted pursuant to Rule 472(b) under the
Securities Act of 1933, as amended.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires Marshall & Ilsley Corporation ("M&I") to indemnify a director or
officer, to the extent such person is successful on the merits or otherwise
in the defense of a proceeding, for all reasonable expenses incurred in the
proceeding, if such person was a party to such proceeding because he or she
was a director or officer of M&I unless it is determined that he or she
breached or failed to perform a duty owed to M&I and such breach or failure
to perform constitutes: (i) a willful failure to deal fairly with M&I or its
shareholders in connection with a matter in which the director or officer has
a material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful;
(iii) a transaction from which the director or officer derived an improper
personal profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director
or officer may have under M&I's Articles of Incorporation or Bylaws, a
written agreement between the director or officer and M&I, or a resolution of
the Board of Directors or the shareholders.
Unless otherwise provided in the articles of incorporation or bylaws,
or by written agreement between the director or officer and M&I, an officer
or director seeking indemnification is entitled to indemnification if
approved in any of the following manners as specified in Section 180.0855 of
the WBCL: (i) by majority vote of a disinterested quorum of the Board of
Directors: (ii) by independent legal counsel chosen by a quorum of
disinterested directors or its committee; (iii) by a panel of three
arbitrators (one of which is chosen by a quorum of disinterested directors);
(iv) by the vote of the shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party to
a proceeding may be reimbursed by M&I, pursuant to Section 180.0853 of the
WBCL, at such time as the director or officer furnishes to M&I written
affirmation of his good faith that he has not breached or failed to perform
his duties; and written confirmation to repay any amounts advanced if it is
determined that indemnification by M&I is not required.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection
with any proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
As permitted by Section 180.0858, M&I has adopted indemnification
provisions in its By-Laws which closely track the statutory indemnification
provisions with certain exceptions. In particular, Section 7.1 of M&I's
By-Laws, among other items, provides that (i) an individual shall be
indemnified unless it is proven by a final judicial adjudication that
indemnification is prohibited and (ii) payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive.
M&I has purchased directors' and officers' liability insurance which has
coverage limits of $40 million per occurrence and insures M&I's officers and
directors against certain liabilities which may arise under the Securities
Act of 1933.
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Item 21. Exhibits and Financial Statement Schedules.
a. Exhibits
Exhibit No.
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2 Agreement and Plan of Reorganization dated as of June 15, 1994,
as amended and restated, by and between Marshall & Ilsley
Corporation and the Bank of Burlington (incorporated by reference
to Appendix A to the Prospectus/Proxy Statement included as part
of this Registration Statement)
5 Opinion of Godfrey & Kahn, S.C. regarding legality
8.1 Opinion of Godfrey & Kahn, S.C. regarding tax matters
8.2 Opinion of Michael, Best and Friedrich regarding tax matters
13 Bank of Burlington's Form 10-Q for the period ended September 30,
1994.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Godfrey & Kahn, S.C. (contained in Exhibits 5 and 8.1)
23.4 Consent of Michael, Best and Friedrich (contained in Exhibit 8.2)
23.5 Consent of KPMG Peat Marwick LLP with respect to Exhibit 99.2
24 Powers of Attorney for the Directors of Marshall & Ilsley
Corporation
99.1
Form of Bank of Burlington Proxy
99.2 Bank of Burlington's Form 10-K for period ended December 31, 1993
99.3 Bank of Burlington's Form 10-Q for the period ended March 31,
1994
99.4 Bank of Burlington's Form 10-Q for the period ended June 30,
1994
b. Financial Statement Schedules
Item 22. Undertakings.
(1) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) The undersigned Registrant hereby undertakes as follows:
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration
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statement, by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for
by the other items of the applicable form.
(3) The Registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (3) immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions referred to in Item 20 of this registration statement, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(5) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
Prospectus/Proxy Statement pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
(6) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Milwaukee, State of Wisconsin, on November 28, 1994.
MARSHALL & ILSLEY CORPORATION
(Registrant)
By: /s/ J.B. Wigdale
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J.B. Wigdale, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dated indicated:
/s/ J.B. Wigdale Date: November 28, 1994
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J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)
/s/ G.H. Gunnlaugsson Date: November 28, 1994
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G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)
/s/ P.R. Justiliano Date: November 28, 1994
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P.R. Justiliano
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
Directors: Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc, Wendell F. Bueche,
J.F. Chait, Glenn A. Francke, G.H. Gunnlaugsson, Burleigh E.
Jacobs, Jack F. Kellner, James F. Kress, D.J. Kuester, Edward L.
Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter M. Platten,
III, J.A. Puelicher, Stuart W. Tisdale, J.B. Wigdale, James O.
Wright and Gus A. Zuehlke.
/s/ M.A. Hatfield Date: November 28, 1994
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M.A. Hatfield
As Attorney-in-Fact*
* Pursuant to authority granted by powers of attorney, copies of which are
filed herewith.
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EXHIBIT INDEX
Exhibit
Number Description
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2 Agreement and Plan of Reorganization dated as of
June 15, 1994, as amended and restated, by and
between Marshall & Ilsley Corporation and the Bank
of Burlington (incorporated by reference to
Appendix A to the Prospectus/Proxy Statement
included as part of this Registration Statement)....... *
5 Opinion of Godfrey & Kahn, S.C. regarding legality.....
*
8.1 Opinion of Godfrey & Kahn, S.C. regarding tax matters..
*
8.2 Opinion of Michael, Best and Friedrich regarding
tax matters............................................
*
13 Bank of Burlington's Form 10-Q for the period ended
September 30, 1994.....................................
*
23.1 Consent of Arthur Andersen LLP.........................
*
23.2 Consent of KPMG Peat Marwick LLP.......................
*
23.3 Consent of Godfrey & Kahn, S.C. (contained in
Exhibits 5 and 8.1)....................................
*
23.4 Consent of Michael, Best and Friedrich (contained
in Exhibit 8.2)........................................
*
23.5 Consent of KPMG Peat Marwick LLP with respect to
Exhibit 99.2...........................................
24 Powers of Attorney for the Directors of Marshall &
Ilsley Corporation.....................................
*
99.1
Form of Bank of Burlington Proxy.......................
*
99.2 Bank of Burlington's Form 10-K for the period ended
December 31, 1993...................................... p
99.3 Bank of Burlington's Form 10-Q for the period ended
March 31, 1994......................................... p
99.4 Bank of Burlington's Form 10-Q for the period ended
June 30, 1994.......................................... p
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*
Previously filed
p Filed in paper format under cover of Form SE.
RJE-M&I Amendment No. 1 to Form S-4
M&I-AMS4.RJE
11/28/94
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Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Bank of Burlington:
We consent to the use of our report incorporated herein and incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Milwaukee, Wisconsin
November 28, 1994.
RJE-Burlington KPMG Consent (Exh.)
KPMG-CON.RJE
11/28/94
