As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0968604
(State of incorporation or organization) (I.R.S. Employer Identification No.)
770 North Water Street, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange in which
to be so registered each class is to be registered
Common Stock, par New York Stock Exchange
value $1.00 per share
If this Form relates to the registration of a class
of debt securities and is effective upon filing
pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class
of debt securities and is to become effective
simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check
the following box. [ ]
If this Form relates to the registration of a class
of securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction
A.(c), check the following box. [X]
If this Form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction
A.(d), check the following box. [ ]
Securities Act registration statement file number
to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This statement relates to the registration of
shares of Common Stock, $1.00 par value, of Marshall
& Ilsley Corporation, a Wisconsin corporation
("M&I"), on the New York Stock Exchange, Inc.
("NYSE"). Such shares are presently quoted on the
Nasdaq National Market System ("Nasdaq"). Upon the
commencement of trading of Common Stock on the NYSE,
M&I intends to withdraw its inclusion of Common
Stock on Nasdaq.
Description of Capital Stock
The authorized capital stock of M&I currently
consists of 160,000,000 shares of Common Stock,
$1.00 par value, and 5,000,000 shares of Preferred
Stock, $1.00 par value (the "M&I Preferred Stock"),
of which 2,000,000 shares have been designated by
the M&I Board of Directors (the "M&I Board") as
Series A Convertible Preferred Stock, $1.00 par
value (the "M&I Series A Preferred Stock"). As of
July 31, 1999, there were 103,137,325 shares of
Common Stock and 685,314 shares of Series A
Convertible Preferred Stock outstanding.
The following summary of the M&I Common Stock,
the M&I Preferred Stock and the M&I Series A
Preferred Stock does not purport to be a complete
description of the applicable provisions of the M&I
Restated Articles of Incorporation (the "M&I
Articles") and By-Laws (the "M&I By-Laws"), as
amended, or of applicable statutory or other law,
and is qualified, in its entirety, by reference
thereto.
M&I Common Stock
Voting. Each holder of M&I Common Stock is
entitled at each shareholders' meeting of M&I, as to
each matter to be voted upon, to cast one vote, in
person or by proxy, for each share of M&I Common
Stock registered in his or her name on the stock
transfer books of M&I, except to the extent that the
voting power of shares held by any person in excess
of 20% of the voting power in the election of
directors may be limited (in voting on any matter)
to one-tenth of the full voting power of those
shares under Section 180.1150 of the Wisconsin
Business Corporation Law (the "WBCL"). Such voting
rights are not cumulative.
Dividends. The holders of M&I Common Stock are
entitled to receive dividends, when, as and if
declared by the M&I Board out of any funds legally
available therefor after dividends have been paid to
the holders of the M&I Preferred Stock.
Liquidation. Upon liquidation of M&I, the
holders of M&I Common Stock are entitled to receive
the net assets of M&I after satisfaction in full of
the prior rights of creditors of M&I and holders of
the M&I Preferred Stock.
Miscellaneous. M&I Common Stock is not
convertible into shares of any other class of
capital stock. Holders of M&I Common Stock are not
and will not be entitled to any preemptive rights.
The issued and outstanding shares of M&I Common
Stock are fully paid and non-assessable (except as
otherwise provided under Section 180.0622(2)(b) the
WBCL).
M&I Preferred Stock
The M&I Preferred Stock is issuable in one or
more series and, with respect to any series, the M&I
Board, subject to certain limitations, is authorized
to: (a) fix the number of shares; (b) designate any
series and the number of shares which shall
constitute the series; (c) determine voting rights;
(d) determine dividend rates, payment dates and
whether dividends shall be cumulative; (e) determine
the amount per share payable on the shares of each
series in the event of the liquidation or
dissolution or winding up of M&I; (f) determine any
redemption provisions; (g) determine any sinking
fund provisions; (h) determine any conversion
provisions;
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and (i) determine any other terms,
limitations and relative rights and preferences of
the series as may lawfully be determined by the
Board of Directors and shall not be inconsistent
with the M&I Articles and the WBCL.
Shares of M&I Preferred Stock that are
redeemed, repurchased or otherwise acquired by M&I
shall be returned and restored to the status of
authorized, unissued shares, but may be reissued
only as a part of the M&I Preferred Stock other than
the series of which they were originally a part.
M&I Series A Preferred Stock
Voting. The holders of M&I Series A Preferred
Stock only have voting rights as provided by the
WBCL, which generally occurs only if a proposed
amendment to the M&I Articles or a merger or share
exchange would affect the M&I Series A Preferred
Stock.
The WBCL provides that whenever an amendment
shall affect the holders of shares of one or more
but not all the series of any preferred or special
class, at the time outstanding, the holders of the
outstanding shares of the series affected shall be
deemed a separate class and entitled to vote as a
class on such amendment.
Dividends. The holders of M&I Series A
Preferred Stock are entitled to receive cash
dividends when and as cash dividends are declared
and become payable with respect to the M&I Common
Stock equal to the amount of cash dividend that such
holder would have received had such holder converted
M&I Series A Preferred Stock into M&I Common Stock.
Dividends on M&I Series A Preferred Stock are
noncumulative. Holders of M&I Series A Preferred
Stock are not entitled to any other earnings of M&I,
except for the preference, if any, as may be payable
in case of liquidation, dissolution or winding up.
Liquidation. In the event of any liquidation,
dissolution, or winding up of M&I, the holders of
M&I Series A Preferred Stock shall be entitled to
receive $100 per share plus an amount equal to all
dividends, if any, which have accrued thereon as the
result of the declaration of dividends on the M&I
Common Stock but which remain unpaid to the date of
distribution. If, upon any liquidation, dissolution
or winding up of M&I, the assets of M&I to be paid
or distributed to the holders of the shares of the
M&I Preferred Stock shall be insufficient to pay in
full the M&I Series A Preferred Stock liquidation
preference and the liquidation preference of any
other equally ranking series of M&I Preferred Stock,
then such assets shall be shared ratably by the
holders of M&I Series A Preferred Stock and such
other series of M&I Preferred Stock.
Conversion. The holders of M&I Series A
Preferred Stock have the right to convert such
shares into shares of M&I Common Stock at any time.
The M&I Series A Preferred Stock shall be valued at
$100 for the purposes of such conversion. The price
at which shares of M&I Common Stock shall be
delivered upon conversion is at the same ratio that
the M&I Common Stock was exchanged for M&I Series A
Preferred Stock.
Certain Provisions of the Wisconsin Business Corporation Law
Section 180.0622(2)(b) of the WBCL provides
that shareholders of Wisconsin domestic corporations
are personally liable, up to the par value of their
shares ($1.00 per share in the case of the M&I
Common Stock), for all debts owed by the corporation
to employees for services performed but not
exceeding six months' service in any one case.
While the WBCL specifies that such liability is
limited to the par value of the shares, par value
has been interpreted by a Wisconsin court to mean
the consideration paid to the corporation for its
shares.
Restrictions on Business Combinations. Sections
180.1130 to 180.1134 of the WBCL provide generally that
for a "resident domestic corporation," such as M&I,
business combinations not meeting fair price standards
specified in the statute must be approved by the
affirmative vote of at least (1) 80% of the votes
entitled to be cast by the outstanding voting shares of
the corporation, and (2) two-thirds of the votes
entitled to be cast by the holders of voting shares
that are not beneficially owned by a "significant
shareholder" or an affiliate or associate of a
significant shareholder who is a party to the
transaction. This requirement is in addition to any
vote that may be required by law or the M&I Articles.
The term "business combination" means, subject to
certain exceptions, a
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merger or share exchange of the
resident domestic corporation (or any subsidiary of
that corporation) with, or the sale or other
disposition of substantially all of the property and
assets of the resident domestic corporation to, any
significant shareholder or affiliate of a significant
shareholder. "Significant shareholder" means a person
that is the beneficial owner of 10% or more of the
voting power of the outstanding voting shares of the
resident domestic corporation. These statutory
sections also restrict the repurchase of shares and the
sale of corporate assets by a resident domestic
corporation in response to a takeover offer.
Sections 180.1140 to 180.1144 of the WBCL prohibit
certain "business combinations" between a "resident
domestic corporation" and an interested stockholder
within three years after the date such person became an
interested stockholder, unless the business combination
or the acquisition of the interested stockholder's
stock has been approved before the stock acquisition
date by the corporation's board of directors. An
"interested stockholder" is a person beneficially
owning 10% or more of the voting power of the
outstanding voting stock of such corporation. After
the three-year period, a business combination with the
interested stockholder may be consummated only with the
approval of the holders of a majority of the voting
stock not beneficially owned by the interested
stockholder at a meeting called for that purpose,
unless the business combination satisfies specified
adequacy-of-price standards intended to provide a fair
price for shares held by disinterested stockholders.
Control Share Voting Restrictions. Under Section
180.1150(2) of the WBCL, the voting power of shares of
a "resident domestic corporation" that are held by any
person in excess of 20% of the voting power are limited
(in voting on any matter) to 10% of the full voting
power of those excess shares, unless otherwise provided
in the articles of incorporation or unless full voting
rights have been restored at a special meeting of the
shareholders called for that purpose. This statute is
designed to protect corporations against uninvited
takeover bids by reducing to one-tenth of their normal
voting power all shares in excess of 20% owned by an
acquiring person. Section 180.1150(3) excludes shares
held or acquired under certain circumstances from the
application of Section 180.1150(2), including (among
others) shares acquired directly from M&I and shares
acquired in a merger or share exchange to which M&I is
a party.
Constituency Provision. Under Section 180.0827
of the WBCL, in discharging his or her duties to the
corporation and in determining what he or she
believes to be in the best interests of the
corporation, a director or office may, in addition
to considering the effects of any action on the
corporation's shareholders, consider the effects of
the action on employees, suppliers, customers, the
communities in which the corporation operates and
any other factors that the director or officer
considers pertinent.
Certain Provisions of the M&I Articles and By-Laws
Certain provisions of the M&I Articles and By-
Laws would have an effect of delaying, deferring or
preventing a change in control of M&I with respect
to certain significant corporate transactions.
Authorized Capital Stock. The M&I Articles
authorize the issuance of up to 165,000,000 shares
of capital stock, consisting of 160,000,000 shares
of M&I Common Stock, of which 103,137,325 shares
were issued and outstanding as of July 31, 1999, and
up to 5,000,000 shares of M&I Preferred Stock. M&I
Preferred Stock is issuable in series, each having
such rights and preferences as the M&I Board may, by
adoption of an amendment of the M&I Articles, fix
and determine. As of July 31, 1999, 685,314 shares
of M&I Series A Preferred Stock were issued and
outstanding. The availability of authorized shares
for issuance could render more difficult or
discourage a merger, tender offer, proxy contest or
other attempt to obtain control of M&I.
Required Vote. Pursuant to 180.1706(l) of the
WBCL, except as otherwise provided in a
corporation's articles of incorporation or by-laws,
any amendment to the articles of incorporation,
merger, or certain other events involving a
corporation organized before January 1, 1973, which
did not expressly elect before January 1, 1991 to be
governed by a majority or greater voting
requirement, must be approved by the affirmative
vote of two-thirds of the shares entitled to vote at
a meeting called for that purpose. The M&I Articles
were amended prior to January 1, 1991 to reduce the
vote required for a merger, consolidation or certain
other extraordinary events to a majority vote of the
M&I capital stock entitled to vote, provided that
three-quarters of the M&I Board shall have approved
the transaction. The M&I Articles were not amended
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prior to January 1, 1991 to reduce the vote required
to amend the M&I Articles. Consequently, any
amendment to the M&I Articles requires the
affirmative vote of two-thirds of the outstanding
shares of M&I capital stock entitled to vote at a
meeting called for that purpose. The requirement
that two-thirds of the outstanding shares of M&I
capital stock entitled to vote at a meeting to
approve any amendment to the M&I Articles could make
it more difficult for any party seeking to take
control of M&I through a merger, tender offer, proxy
contest, or otherwise to amend the M&I Articles in
furtherance of any such action, such as the repeal
of provisions classifying the M&I Board or
permitting the removal of directors other than for
"cause."
Size and Classification of Board of Directors.
The M&I Articles and By-Laws provide that the M&I
Board will consist of not less than three directors
(exclusive of directors, if any, elected by the
holders of one or more classes or series of M&I
Preferred Stock pursuant to the M&I Articles
applicable thereto), the number of which may be
established within such limits by resolution adopted
by the affirmative vote of a majority of the entire
Board of Directors then in office; provided, that,
the Board of Directors may not decrease the number
if the term of any incumbent director would thereby
be effected. M&I's Board of Directors is classified
into three classes, with directors serving staggered
three-year terms. The classification of the M&I
Board could render more difficult or discourage
attempts to obtain control of M&I through the
election of directors to the M&I Board. A party
seeking to obtain control of M&I through the
election of directors could not elect a majority of
the directors of the M&I Board at a single meeting
held for the purpose of electing directors. A
minimum of two meetings held for the purpose of
electing directors would be necessary for any such
party to elect a majority of the M&I Board.
Removal of Directors for "Cause." Exclusive of
directors, if any, elected by holders of one or more
classes of M&I Preferred Stock, holders of M&I
Common Stock may remove a director only for "cause"
and then only by a vote of two-thirds of the
outstanding shares of capital stock of M&I entitled
to vote at a meeting of shareholders called for that
purpose. "Cause" is defined solely as malfeasance
arising from the performance of a director's duties
which has a materially adverse effect on the
business of M&I. This provision could deter or
discourage a party seeking to obtain control of M&I
by removing one or more directors from the M&I
Board.
Advance Notice of Proposals to be Brought at
the Annual Meeting. Pursuant to Section 2.5 of the
M&I By-Laws, any shareholder who intends to bring
business before an annual meeting of shareholders
must provide M&I with notice of such intention, the
nature of such proposal, the reasons for conducting
such business at the annual meeting and certain
information regarding the shareholder bringing the
proposal not less than 90 days prior to the
anniversary date of the annual meeting of
shareholders in the immediately preceding year.
This provision could render more difficult or
discourage an attempt to obtain control of M&I
through a proposal brought before an annual meeting
of shareholders. M&I would have to be given advance
notice of any such proposal in accordance with the
M&I By-Laws which notice to M&I may discourage the
making of such proposal.
Advance Notice of Nominations of Directors.
Pursuant to Article VI of the M&I Articles and
Section 2.6 of the M&I By-Laws, any shareholder who
intends to nominate directors for election at a
meeting called for that purpose must provide M&I
with notice of such intention, a written consent of
the nominee to serve as a director, certain
information regarding the proposed nominee and
certain information regarding the nominating
shareholder not less than 90 days prior to the
anniversary date of the annual meeting of
shareholders in the immediately preceding year.
This provision could deter or discourage a party
seeking to obtain control of M&I by electing
directors to the M&I Board. Any such party would be
required to comply with the M&I Articles and M&I By-
Laws in nominating directors to the M&I Board and
such compliance could deter or discourage such party
from nominating directors to the M&I Board.
Certain Business Combinations. Article XI of
M&I's Articles provides that an affirmative vote of
80% of M&I's outstanding capital stock entitled to
vote in the election of directors voting together as
a single class, or two-thirds of the shares entitled
to so vote excluding shares of M&I capital stock
held by an "interested stockholder" (as hereinafter
defined), is required to approve a merger or other
business combination involving M&I, or any
subsidiary, and any interested stockholder or an
affiliate or associate of an interested stockholder
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(excluding M&I or any subsidiary thereof or employee
benefit plan for the benefit of employees of M&I or
its subsidiaries).
An interested stockholder refers to (a) the
beneficial owner of more than 10% of M&I's
outstanding capital stock entitled to vote in the
election of directors, (b) an affiliate or associate
of M&I that at any time within the two-year period
preceding the combination was a beneficial owner of
10% or more of the outstanding M&I capital stock
entitled to vote in the election of directors or (c)
an assignee of or successor to any M&I capital stock
entitled to vote in the election of directors
previously beneficially owned within the two year
period preceding the combination by another
interested stockholder, if such assignment or
succession occurred involved a transaction not
involving a public offering within the meaning of
the Securities Act.
These provisions of the M&I Articles do not
apply if (a) the consideration offered in connection
with such transaction ratifies certain "fair price"
requirements or (b) a majority of the "disinterested
directors" (defined as a director who is not
affiliated with the interested stockholder and who
either was (i) a member of the M&I Board prior to
the date that the interested stockholder became such
or (ii) elected or recommended for election by a
majority of the disinterested directors in office at
the time such director was nominated for election)
approves the transaction. The supermajority voting
provisions could deter or discourage an "interested
stockholder" from proposing or pursuing a business
combination with M&I.
Item 2. Exhibits.
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has
duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
(Registrant) Marshall & Ilsley Corporation
Date: October 15, 1999
By: /s/M.A. Hatfield
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M.A. Hatfield, Senior Vice President and Secretary
