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): March 17, 1997
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 0-1220 39-0968604
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
770 North Water Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(414) 765-7801
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Item 5. Other Events.
On March 17, 1997, Standard & Poor's
announced that it had placed Marshall & Ilsley
Corporation and the preferred stock rating of its
subsidiary, M&I Capital Trust A, on CreditWatch with
negative implications, following its announced
acquisition of Security Capital Corporation.
According to Standard & Poor's, upon
completion of the merger, the Corporation's senior debt
and long-term counterparty rating is likely to go to
single-A from A-plus, and the subordinated debt rating
to A-minus from single-A; M&I Capital Trust A's
preferred stock rating will likely go to BBB-plus from
A-minus. Standard & Poor's affirmed the ratings of the
Corporation's bank subsidiaries based on the banks'
strong financial condition and good operating
performance.
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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.
Dated: March 31, 1997 MARSHALL & ILSLEY CORPORATION
By: /s/ M.A. Hatfield
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M.A. Hatfield
Senior Vice President
and Secretary
