UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ADVANTAGE BANCORP, INC.
(Name of issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00755c100
(CUSIP Number)
Michael A. Hatfield
Senior Vice President and Secretary
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
(414) 765-7801
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
November 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
NOTE: Six copies of this statement, including all
exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall & Ilsley Corporation
IRS #39-0968604
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
NUMBER OF 7 Sole Voting Power
SHARES 643,930*
BENEFICIALLY
OWNED BY 8 Shared Voting Power
EACH 0
REPORTING
PERSON 9 Sole Dispositive Power
WITH 643,930*
10 Shared Dispositive Power
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
643,930*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON
HC
*BENEFICIAL OWNERSHIP OF THE SHARES OF
COMMON STOCK REPORTED HEREUNDER IS SO
BEING REPORTED FOR CAUTIONARY PURPOSES
SOLELY AS A RESULT OF THE STOCK OPTION
AGREEMENT DESCRIBED IN ITEM 4 HEREOF. THE
OPTION GRANTED PURSUANT TO SUCH STOCK
OPTION AGREEMENT HAS NOT YET BECOME
EXERCISABLE. MARSHALL & ILSLEY
CORPORATION EXPRESSLY DISCLAIMS BENEFICIAL
OWNERSHIP OF SUCH SHARES.
<PAGE>
Item 1. Security and Issuer
The title of the class of equity securities to
which this statement relates is Common Stock, $.01 par
value (the "Common Stock").
The name and address of the principal executive
offices of the issuer of the Common Stock is Advantage
Bancorp, Inc., a Wisconsin corporation (the "Company"),
5935 7th Avenue, Kenosha, Wisconsin 53140.
Item 2. Identity and Background
(a)-(c) and (f). This Schedule 13D is filed for
Marshall & Ilsley Corporation, a Wisconsin
corporation ("M&I"). M&I's principal business is
a bank holding company. The business address of
M&I is 770 North Water Street, Milwaukee,
Wisconsin 53202.
The names, business addresses, principal
occupations and citizenship of the directors and
executive officers of M&I are set forth in Annex A
hereto and are incorporated herein by reference.
(d) and (e). During the last five years, M&I and,
to the knowledge of M&I, M&I's directors and
executive officers have not (i) been convicted in
a criminal proceeding (excluding traffic
violations and similar misdemeanors) and (ii) been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration
M&I and the Company have entered into a Stock
Option Agreement (the "Option Agreement"), dated as of
November 3, 1997, providing for the grant by the
Company to M&I of an option to purchase (the "Option")
up to 643,930 shares of Common Stock (subject to
adjustment for certain dilutive events), but in no
event in excess of 19.9% of the issued and outstanding
shares of Common Stock, at an exercise price of $56.00
per share. The Option Agreement is incorporated herein
by reference to Exhibit 2.2 to M&I's Current Report on
Form 8-K dated November 3, 1997. The summary of the
Option Agreement contained in this Schedule 13D is
qualified in its entirety to the complete text of the
Option Agreement. The Option is only exercisable upon
the occurrence of certain triggering and exercise
events as specified in the Option Agreement, none of
which have occurred as of the date of this Schedule
13D. In the event that the Option becomes exercisable,
M&I will fund the exercise price (estimated at
approximately $36.0 million) from working capital or
through other sources, which could include borrowings.
Item 4. Purpose of Transaction
The Option was granted in connection with the
execution and delivery of an Agreement and Plan of
Merger (the "Merger Agreement") dated as of November 3,
1997 between M&I and the Company providing for the
merger of the Company with and into M&I and as an
inducement for M&I to enter into the Merger Agreement
with the Company. The description of the Merger
Agreement contained herein is qualified by the
description contained in M&I's Current Report on Form 8-
K dated November 3, 1997 and incorporated herein by
reference and the complete text of the Merger Agreement
which is incorporated by reference to Exhibit 2.1 of
such Current Report on Form 8-K.
The Option becomes exercisable upon the occurrence
of certain triggering and exercise events as specified
in the Option Agreement which is incorporated herein by
reference.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) and (b) The Option covers 643,930 shares of
Common Stock or approximately 16.6% of the
outstanding Common Stock computed in accordance
with Rule 13d-3(d)(1)(i). If the Option is
exercised, shares of Company Common Stock acquired
upon exercise will be acquired by M&I with sole
voting and dispositive power. M&I disclaims
beneficial ownership of shares of Company Common
Stock subject to the Option until the events
allowing exercise of such Option occur.
(c) Except for the execution and delivery of the
Merger Agreement and the Option Agreement, there
have been no transactions by M&I and, to the
knowledge of M&I, by any of M&I's directors or
executive officers, with respect to Company Common
Stock during the 60 days preceding the date of
this Schedule 13D.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Other than the Merger Agreement and Option
Agreement incorporated by reference in this Schedule
13D, and agreements referred to or contained therein,
there are no material contracts, arrangements,
understandings or relationships between M&I and any
other person, or, to the knowledge of M&I, among any of
M&I's executive officers and directors or between any
of M&I's executive officers and directors and any other
person, with respect to securities of the Company.
Item 7. Material to be Filed as Exhibits
(a) Agreement and Plan of Merger dated as of
November 3, 1997 between M&I and the Company
(incorporated by reference to Exhibit 2.1 to M&I's
Current Report on Form 8-K dated November 3,
1997).
(b) Stock Option Agreement dated as of November
3, 1997 between M&I and the Company (incorporated
by reference to Exhibit 2.2 to M&I's Current
Report on Form 8-K dated November 3, 1997).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
November 6, 1997 MARSHALL & ILSLEY CORPORATION
Date
By:/s/ Michael A. Hatfield
-----------------------------
Michael A. Hatfield,
Senior Vice President and Secretary
<PAGE>
ANNEX A
INFORMATION RELATING TO
EXECUTIVE OFFICERS AND DIRECTORS
OF MARSHALL & ILSLEY CORPORATION
The following is a list of the executive officers
and directors of Marshall & Ilsley Corporation as of
the date of this Schedule 13D. To the knowledge of
Marshall & Ilsley, all of the following executive
officers and directors are citizens of the United
States. The business address for each of the executive
officers and directors is 770 North Water Street,
Milwaukee, Wisconsin 53202.
Executive Officers:
Name Office
J.B. Wigdale Chairman of the Board and Chief
Executive Officer
D.J. Kuester President
G.H. Gunnlaugsson Executive Vice President and
Chief Financial Officer
Thomas M. Bolger Senior Vice President
J.L. Delgadillo Senior Vice President
M.A. Hatfield Senior Vice President and
Secretary
D.R. Jones Senior Vice President
P.R. Justiliano Senior Vice President and
Corporate Controller
D.W. Layden, Jr. Senior Vice President
Thomas J. O'Neill Senior Vice President
G.D. Strelow Senior Vice President
Directors:
Name and Occupation
Richard A. Abdoo
Chairman and Chief Executive
Officer,
Wisconsin Electric Power
Company;
Chairman, President and Chief
Executive Officer, Wisconsin
Energy Corp.
Oscar C. Boldt
Chairman, The Boldt Group, Inc.
<PAGE>
J.P. Bolduc
Chairman and Chief Executive
Officer,
JPB Enterprises, Inc.
Wendel F. Bueche
Chairman and Chief Executive
Officer,
IMC Global Inc.
Jon F. Chait
Executive Vice President and
Chief Financial Officer,
Manpower, Inc.
Glenn A. Francke
Retired Chairman of the Board,
M&I Northern Bank
Gordon H. Gunnlaugsson
Executive Vice President,
Marshall & Ilsley Corporation
Burleigh E. Jacobs
Chairman, Grede Foundries, Inc.
Jack F. Kellner
Retired Chairman, Western
Industries, Inc.
James F. Kress
Chairman, Green Bay Packaging,
Inc.
Dennis J. Kuester
President, Marshall & Ilsley
Corporation;
President, M&I Marshall &
Ilsley Bank;
Chairman and Chief Executive
Officer,
M&I Data Services
Edward L. Meyer, Jr.
President, Anamax Corporation
Don R. O'Hare
Chairman, Sunstrand Corporation
San W. Orr, Jr.
Attorney, Woodson Estate
Peter M. Platten, III
Retired Vice Chairman, Marshall
& Ilsley Corporation
J.A. Puelicher
Former Chairman,
Marshall & Ilsley Corporation
Stuart W. Tisdale
Retired Chairman and Chief
Executive Officer,
WICOR, Inc.
<PAGE>
J.B. Wigdale
Chairman and Chief Executive
Officer,
Marshall & Ilsley Corporation;
Chairman and Chief Executive
Officer,
M&I Marshall & Ilsley Bank
James O. Wright
Chairman, Badger Meter, Inc.
Gus A. Zuehlke
Retired Chairman, Valley
Bancorporation
