<PAGE>
As filed with the Securities and Exchange Commission on March 31, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Marshall & Ilsley Corporation
(Exact name of registrant as specified in its charter)
770 North Water Street
Milwaukee, Wisconsin 53202
(414) 765-7801
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Wisconsin 39-0968604
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Copies to:
M.A. Hatfield Randall J. Erickson
Marshall & Ilsley Corporation Godfrey & Kahn, S.C.
770 North Water Street 780 North Water Street
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(Name, address, including zip code, of (414) 273-3500
agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Amount Maximum Aggregate Amount of
class of Securities to be Offering Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Debt Securities........ $1,500,000,000 100% $1,500,000,000 $396,000
</TABLE>
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(1) For debt securities issued with an original issue discount, the amount to
be registered is calculated as the initial accreted value of such debt
securities.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.
----------------
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated March 31, 2000
PROSPECTUS
Marshall & Ilsley Corporation
$1,500,000,000
[Logo]
Debt Securities
-----------
We may offer from time to time debt securities that may consist of:
. senior debentures, notes, bonds and/or other evidences of
indebtedness, or
. subordinated debentures, notes, bonds and/or other evidences of
indebtedness.
The debt securities issued pursuant to this prospectus will have an
aggregate principal amount or aggregate proceeds up to $1,500,000,000 (or the
equivalent thereof in foreign denominated currencies). The specific terms of
the debt securities will be described in an accompanying prospectus supplement.
We may offer the debt securities directly, to or through agents,
underwriters or dealers which we may designate from time to time, or through a
combination of such methods. If any agents, underwriters or dealers are
involved in the sale of the securities, their names, and any applicable
principal amounts to be purchased, commissions or discounts will be included in
an accompanying prospectus supplement.
This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
-----------
Unless otherwise indicated, currency amounts in this prospectus and any
prospectus supplement hereto are stated in United States dollars.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
-----------
The securities are not savings accounts, deposits or other obligations of
any bank and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other governmental agency.
-----------
The date of this Prospectus is , 2000.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus...................................................... 2
Where You Can Find More Information........................................ 2
Forward-Looking Statements................................................. 3
Marshall & Ilsley Corporation.............................................. 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 4
Book-Entry Securities...................................................... 11
Certain United States Federal Income Tax Consequences...................... 12
Plan of Distribution....................................................... 20
Legal Matters.............................................................. 21
Experts.................................................................... 21
</TABLE>
<PAGE>
About This Prospectus
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using the "shelf" registration process.
Under this shelf process, we may, from time to time, sell the debt securities
described in this prospectus in one or more offerings with a total offering
price not to exceed $1,500,000,000. This prospectus provides you with a general
description of the debt securities. Each time we sell securities under this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. Each prospectus supplement may
also add, update or change information in this prospectus. Please carefully
read both this prospectus and any prospectus supplement together with the
additional information described below under "Where You Can Find More
Information."
You should not assume that the information in this prospectus or in any
prospectus supplement is accurate as of any date other than the date on the
front page of each of these documents, respectively.
Where You Can Find More Information
We file annual, quarterly and special reports and proxy statements and
other information with the SEC. Our SEC filings are available over the Internet
at our website at http://www.micorp.com or at the SEC's website at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference room. You may also inspect our reports at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
For further information about our company and the debt securities, you
should refer to our registration statement and its exhibits. This prospectus
summarizes material provisions of contracts and other documents that we refer
you to. Since the prospectus may not contain all the information that you may
find important, you should review the full text of these documents. We have
included copies of these documents as exhibits to our registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that:
. incorporated documents are considered part of the prospectus,
. we can disclose important information to you by referring you to
those documents, and
. information that we file with the SEC will automatically update
and supersede this prospectus.
We incorporate by reference our Annual Report on Form 10-K for the year
ended December 31, 1999 which was filed with the SEC.
We also incorporate by reference each of the following future filings
that we will make with the SEC until we sell all the debt securities:
. Reports filed under Sections 13(a), 13(c) and 15(d) of the
Securities Exchange Act of 1934, as amended, and
. Definitive proxy or information statements filed under Section 14
of the Exchange Act in connection with any subsequent
shareholders' meeting.
You may request a copy of any of the documents referred to above at no
cost, by contacting us in writing or by telephone at:
Secretary
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
(414) 765-7801
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<PAGE>
Forward-Looking Statements
This prospectus, the applicable prospectus supplement and documents
incorporated by reference in this prospectus and the prospectus supplement
contain certain forward-looking statements regarding our operations and
business. The words "estimate," "project," "intend," "expect" and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. We intend that these forward-looking statements be
subject to the safe harbors created by those provisions. These "forward-looking
statements" are found at various places throughout this prospectus, the
applicable prospectus supplement and documents incorporated by reference in
this prospectus and the prospectus supplement. Wherever they occur in this
prospectus or in other statements attributable to us, forward-looking
statements are necessarily estimates reflecting our best judgment. However,
these statements still involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by the forward-
looking statements. These forward-looking statements should be considered in
light of various important factors, including those set forth in this
prospectus and the applicable prospectus supplement and other factors set forth
from time to time in our reports and registration statements filed with the
SEC. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus or the
applicable prospectus supplement. We disclaim any intent or obligation to
update forward-looking statements. Moreover, through senior management, we may
from time to time make forward-looking statements about the matters described
in this prospectus or the applicable prospectus supplement or other matters
concerning our business.
Marshall & Ilsley Corporation
We are a bank holding company. Our principal assets are the stock of our
bank and non-bank subsidiaries and the assets of our M&I Data Services
Division. Our subsidiaries include 27 commercial banks and one federal savings
bank with a total of over 230 offices in Wisconsin, 13 offices in Arizona, four
offices in Illinois, one office in Florida and one office in Nevada. Our
subsidiaries also include a number of companies engaged in businesses closely-
related or incidental to banking. We provide financial and managerial
assistance and services to our subsidiaries. As of December 31, 1999, we had
consolidated total assets of approximately $24.4 billion and consolidated total
deposits of approximately $16.4 billion, making us the second largest bank
holding company headquartered in Wisconsin. Our principal executive offices are
located at 770 North Water Street, Milwaukee, Wisconsin 53202. Our telephone
number is (414) 765-7801.
Use of Proceeds
Unless we indicate a different use in an accompanying prospectus
supplement, the net proceeds from the sale of the debt securities will be added
to our general funds and may be used for:
. debt reduction or debt refinancing (including the refinancing of
our outstanding commercial paper),
. investments in or advances to subsidiaries,
. acquisitions of bank and non-bank subsidiaries,
. repurchase of shares of our common stock or other securities, and
. other general corporate purposes.
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Ratio of Earnings to Fixed Charges
Our ratios of earnings to fixed charges are as follows for each of the
periods indicated:
<TABLE>
<CAPTION>
Years Ended December 31,
Ratio of Earnings to -----------------------------
Fixed Charges: 1999 1998 1997 1996 1995
-------------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Excluding Interest on Deposits................. 3.38x 3.25x 3.21x 3.52x 3.62x
Including Interest on Deposits................. 1.65x 1.60x 1.61x 1.61x 1.65x
</TABLE>
Fixed charges, excluding interest on deposits, consist of interest on
indebtedness and one-third of rental expense (which represents interest). Fixed
charges, including interest on deposits, consists of interest on indebtedness,
one-third of rental expense and interest on deposits.
Description of Debt Securities
The debt securities we may offer will be senior securities or
subordinated securities. The senior securities will be issued under an
indenture between us and Chase Manhattan Bank, as trustee, dated as of November
15, 1985, as supplemented by a first supplemental indenture dated as of May 31,
1990, and a second supplemental indenture dated as of July 15, 1993. The
subordinated securities will be issued under an indenture dated July 15, 1993
between us and Chase Manhattan Bank, as trustee. Copies of the indentures have
been filed as exhibits to the registration statement of which this prospectus
forms a part.
We have summarized selected provisions of the indentures. The summary is
not complete. The summary does not describe certain exceptions and
qualifications contained in the indentures. You should read the indentures for
provisions that may be important to you.
Marshall & Ilsley Corporation is a legal entity separate and distinct
from its subsidiaries. Our subsidiaries are not obligated to make required
payments on the debt securities. Accordingly, Marshall & Ilsley Corporation's
rights and the rights of holders of the debt securities to participate in any
distribution of the assets or income from any subsidiary is necessarily subject
to the prior claims of creditors of the subsidiary. In addition, our bank and
savings association subsidiaries hold a significant portion of their mortgage
and investment portfolios indirectly through their ownership interest in direct
and indirect subsidiaries. The ability of our bank and savings association
subsidiaries to participate in any distribution of the assets or income of the
direct or indirect subsidiaries is likewise subject to the prior claims of
creditors of those direct and indirect subsidiaries. The indentures under which
the debt securities will be issued do not limit the amount of debt which we or
our subsidiaries may incur.
Terms of the Securities
The debt securities will not be secured by any of our assets. The
indentures do not limit the amount of debt securities that we may issue and
provide that we may issue debt securities from time to time in one or more
series. The indentures do not limit the principal amount of any particular
series of debt securities. The senior securities will rank equally with all of
our other unsecured and non-subordinated indebtedness. The subordinated
securities will be subordinate to the prior payment in full of any of our
senior indebtedness.
Each prospectus supplement will specify the particular terms of the
securities offered. These terms may include:
. the title of the securities,
. any limit on the aggregate principal amount of the securities,
. the date or dates on which the securities will mature,
4
<PAGE>
. the interest rate or rates of the securities, if any, and the date
or dates from which interest will accrue,
. the interest payment dates, the dates on which payment of any
interest will begin and the regular record dates,
. any mandatory or optional redemption provisions applicable to the
securities,
. any mandatory or optional sinking fund or similar provisions
applicable to the securities,
. the terms on which the securities may be repayable prior to final
maturity,
. the portion of the principal amount payable upon acceleration of
maturity,
. certain events of default,
. if other than U.S. dollars, the currency or currencies in which
payments on the securities will be payable,
. whether the securities will be issuable only in global form, which
is known as a global security, and, if so, the name of the
depositary for the global security and the circumstances under
which the global security may be registered for transfer or
exchange in the name of the person other than the depositary, and
. any other specific terms of the securities.
Some of the securities may be issued as original issue discount
securities. Original issue discount securities bear no interest or bear
interest at below-market rates and will be sold at a discount below their
stated principal amount. Any applicable prospectus supplement will also contain
any special tax or other information relating to original issue discount
securities.
Subordination of Subordinated Securities
The subordinated securities will be subordinate to all of our senior
indebtedness. Senior indebtedness includes any of our obligations to our
creditors, other than our trust capital securities, any of our obligations that
expressly provide that they are not senior indebtedness and any subordinated
securities issued under the subordinated indenture.
If we fail to pay principal, premium or interest on any of our senior
indebtedness when the payment is due and payable, then, unless and until the
default is cured or waived or ceases to exist, no direct or indirect payment of
principal, premium or interest on the subordinated securities will be made or
agreed to be made. We will pay all senior indebtedness, including any interest
which accrues after the commencement of any of the following proceedings, in
full before we make any payment or distribution to any holder of any of the
subordinated securities in the event of:
. any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar
proceeding relating to us, our creditors or our property,
. any voluntary or involuntary proceeding relating to our
liquidation, dissolution or other winding-up,
. any assignment we make for the benefit of creditors, or
. any other marshalling of our assets.
If any of the above events occur, we will pay any payment or distribution
which would otherwise, not taking into account the subordination provisions, be
payable or deliverable in respect of the subordinated securities directly to
the holders of senior indebtedness in accordance with the priorities then
existing among
5
<PAGE>
those holders until all senior indebtedness, including any interest which
accrues after the commencement of any such proceedings, has been paid in full.
If the trustee or any holder of any subordinated security receives any payment
or distribution under the subordinated securities in contravention of any of
the terms of the subordination provisions, the payment or distribution will be
received in trust for the benefit of and will be paid to the holders of the
senior indebtedness at the time outstanding in accordance with the priorities
then existing among those holders for application to the payment of all senior
indebtedness remaining unpaid, to the extent necessary to pay all of the senior
indebtedness in full.
The subordinated indenture does not limit the issuance of additional
senior indebtedness. Our obligations with respect to the subordinated
securities of any series will be equal to our obligations with respect to
subordinated securities of each other series.
Limitations on Disposition or Issuance of Stock of Certain Subsidiaries
Under the senior indenture we may not, and may not permit a subsidiary
to, sell, assign, transfer or otherwise dispose of or issue any shares of stock
of any subsidiary or any securities convertible into stock of any subsidiary
which is:
. a subsidiary bank whose assets constitute 10% or more of the total
assets of all subsidiary banks, which is referred to below as a
principal constituent bank, or
. a subsidiary that owns shares of stock or any securities
convertible into stock of a principal constituent bank.
However, we or any of our subsidiaries may dispose of or issue stock of
any subsidiary or any securities convertible into stock of any security under
the following circumstances:
. when acting in a fiduciary capacity for any other person,
. to us or any of our wholly-owned subsidiaries, or
. the merger or consolidation of a principal constituent with and
into a subsidiary bank.
In addition, we may sell, assign, transfer, otherwise dispose of or issue
shares of stock of a principal constituent bank or a subsidiary that owns
shares of stock or any securities convertible into stock of a principal
constituent bank under the following circumstances:
. to qualify a person as a director, or
. to comply with a court or regulatory authority order or as a
condition imposed by a court or regulatory authority in order for
us to acquire any other corporation or entity.
We may also dispose of or issue shares of stock or any securities
convertible into stock of a principal constituent bank or sell stock or any
securities convertible into stock of any subsidiary that owns shares of stock
or any securities convertible into stock of a principal constituent bank under
the following circumstances:
. the sale, assignment, transfer, other disposition or issuance is
for fair market value and, after giving effect to such disposition
and to any potential dilution, if applicable, we and our wholly-
owned subsidiaries, will own directly not less than 80% of the
stock of such principal constituent bank or subsidiary, or
. a principal constituent bank sells or issues additional shares of
stock to its shareholders at any price, so long as immediately
after the sale we own at least as great a percentage of the
principal constituent bank's stock as we owned prior to the sale
or issuance of additional shares.
The senior indenture does not restrict the sale or other disposition of
non-bank subsidiaries.
6
<PAGE>
Limitations on Liens
Under the senior indenture, we may not, and may not permit any subsidiary
bank to, incur any lien upon any shares of stock of any subsidiary bank without
securing the senior securities then outstanding under the senior indenture
equally and ratably with the lien. The subordinated indenture does not contain
this limitation.
Limitations on Acquisitions
Under the senior indenture, we may not acquire stock of any corporation
and we may not acquire substantially all of the assets and liabilities of any
corporation, unless, immediately after the acquisition, we would be in full
compliance with the senior indenture. The subordinated indenture does not
contain this limitation.
Certain Regulatory Matters Affecting Subordinated Securities
On August 28, 1992, the Board of Governors of the Federal Reserve System
issued an interpretation, effective September 4, 1992, with respect to the
circumstances under which mandatory convertible debt and subordinated debt
issued by bank holding companies will be eligible for inclusion as
supplementary or "Tier 2" capital for regulatory capital purposes. The
interpretation provides that mandatory convertible debt and subordinated debt
issued after September 4, 1992 will not be included in Tier 2 capital for
purposes of calculating an institution's capital ratios if, among other things,
the payment of the principal amount of such debt securities can be accelerated
upon the occurrence of certain events not involving the bankruptcy of the
issuer or such debt securities are subject to certain other covenants. Unless
we specify otherwise in the applicable prospectus supplement, the subordinated
securities are intended to qualify as Tier 2 capital under this interpretation.
Events of Default
Senior Securities. The following will be events of default under the
senior indenture with respect to securities of a series:
. our failure to pay principal of, or any premium on, any security
of that series when the payment is due,
. our failure to pay any interest on any security of that series
when the interest payment is due, and continuance of this default
for 30 days,
. our failure to deposit any sinking fund payment for security of
that series when the deposit is due,
. our failure to perform any other covenants in the indenture, other
than a covenant included in the indenture solely for the benefit
of a different series of securities, which has continued for 90
days after we have been given written notice of the default as
provided in the indenture,
. the occurrence of certain events in bankruptcy, insolvency or
reorganization involving M&I or a principal constituent bank, and
. any other event of default regarding that series of securities.
If an event of default in connection with any outstanding series of
securities occurs and is continuing, the trustee or the holders of at least 25%
in principal amount of the outstanding securities of that series may declare
the principal amount due and payable immediately. Subject to certain
conditions, the declaration of acceleration may be rescinded and annulled by
the holders of a majority of the principal amount of securities of that series.
7
<PAGE>
Subordinated Securities. An event of default under the subordinated
indenture with respect to securities of any series is the occurrence of
certain events in bankruptcy, insolvency or reorganization involving M&I and
any other event of default regarding that series of securities. If an event of
default in connection with any outstanding series of securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding securities of that series may declare the principal amount due
and payable immediately. Subject to certain conditions, the declaration of
acceleration may be rescinded and annulled by the holders of a majority of the
principal amount of securities of that series.
The following will be a default under the subordinated indenture with
respect to securities of a series:
. our failure to pay principal of, or any premium on, any security of
that series when the payment is due,
. our failure to pay any interest on any security of that series when
the interest payment is due, and continuance of this default for 30
days,
. our default in the performance, or breach, of any of our covenants
or warranties in the indenture, other than a covenant or warranty
included in the indenture solely for the benefit of a different
series of securities, which has continued for 90 days after we have
been given written notice of the default as provided in the
indenture,
. any event of default under the subordinated indenture, and
. any other event of default regarding that series of securities.
If there is a default that is not also an event of default, the indenture
does not provide for any right of acceleration of the payment of principal. If
there is a default in payment of principal or interest (not cured within 30
days) in connection with any outstanding series of securities and upon demand
of the trustee, we will pay the whole principal amount (and premium, if any)
and interest, if any, then due and payable on the securities of that series to
the trustee for the benefit of the holders of the outstanding securities of
that series.
Modification and Waiver
Each indenture provides that, subject to certain exceptions,
modifications and amendments to that indenture may be made by us and the
trustee with the consent of the holders of 66 2/3% of the principal amount of
the outstanding securities of each series affected by the modification or
amendment. However, no modification or amendment may, without the consent of
each holder affected:
. change the stated maturity of the principal of or any installment of
principal or interest on, any debt security,
. reduce the principal amount, the premium or interest on any debt
security,
. change the place of payment or currency in which any security or any
principal, premium or interest thereon is payable,
. impair the right to institute suit for the enforcement of any
payment on any debt security, or
. reduce the percentage of the principal amount of securities of any
series necessary for waiver of compliance with certain provisions of
the applicable indenture or for waiver of certain defaults under the
indenture, or
. in the case of the subordinated indenture, modify the provisions of
the indenture with respect to the subordination provisions in a
manner adverse to the holders of the subordinated securities.
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In certain circumstances, we may enter into supplemental indentures with
respect to each indenture without the consent of holders of any outstanding
securities to evidence a merger, the replacement of the trustee or for other
specified purposes.
The holders of at least 50% of the principal amount of the outstanding
securities of any series may waive compliance by us with certain provisions of
the indentures. The holders of a majority of the principal amount of the
outstanding securities of any series may waive any past default under the
applicable indenture with respect to that series, except a default in the
payment of principal, or any premium or interest payable on any security of
that series or of a provision which under the applicable indenture cannot be
modified or amended, without the consent of each affected holder.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into, and we may not transfer
substantially all of our assets as an entirety to, any entity, unless:
. the successor corporation assumes our obligations on the debt
securities and under the indentures,
. there is no event of default (or, in the case of the subordinated
indenture, no default),
. after notice or lapse of time, there is no event that occurred and
is continuing that would become an event of default (or default),
and
. certain other conditions are met.
Registration and Transfer
Each series of the offered securities will be issued in registered form
only, without coupons.
Unless otherwise indicated in the applicable prospectus supplement, the
securities issued in certificated form will be issued in integral multiples of
$1,000. No service charge will be made for any transfer or exchange of the
securities, but we may require payment of an amount sufficient to cover any tax
or other governmental charge payable in connection with a transfer or exchange.
Payment and Paying Agent
Unless otherwise indicated in the applicable prospectus supplement, we
will pay the principal, interest and premiums, if any, on fully registered
securities at the office of the trustee in New York, New York. At our option,
payment of interest on fully registered securities may also be made by check
mailed to the persons in whose names the securities are registered.
No Protection in the Event of a Highly Leveraged Transaction
The indentures do not protect holders from a sudden and dramatic decline
in our credit quality resulting from takeovers, recapitalizations, or similar
restructurings or other highly leveraged transactions.
Global Securities
The securities of a series may be issued in whole or in part in the form
of one or more global securities that will be deposited with a depositary that
we will identify in a prospectus supplement. Unless and until a global security
is exchanged in whole or in part for individual certificates in definitive form
which evidence the securities represented by a global security, a global
security may not be transferred except as a whole by the depositary to a
nominee of that depositary or by a nominee of that depositary to a depositary
or another nominee of that depositary.
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The specific terms of the depositary arrangements for each series of
securities will be described in the applicable prospectus supplement.
Additional Provisions
Subject to certain limitations, we may in certain circumstances set any
day as the record date for the purpose of determining the holders of
outstanding securities of any series entitled to give or take any request,
demand, authorization, direction, notice, waiver or other action as provided or
permitted by the indentures.
The trustee has the duty to act with the required standard of care during
default. The trustee is not otherwise obligated to exercise any of its rights
or powers under either indenture at the request or direction of any of the
holders of the securities, unless the holders have offered the trustee
reasonable indemnification. The indentures provide that the holders of a
majority of the principal amount of outstanding securities of any series may,
in certain circumstances, direct the time, method and place of conducting any
proceedings for any remedy available to the trustee, or exercising any trust or
other power conferred on the trustee.
No holder of a security of any series will have any right to institute
any proceeding for any remedy under the applicable indenture, unless:
. the holder has provided the trustee with written notice of a
continuing event of default or default regarding the holder's
series of securities,
. the holders of at least 25% in principal amount of the outstanding
securities of a series have made a written request, and offered
reasonable indemnification to the trustee, to institute a
proceeding for remedy,
. the trustee has not received a direction during such 60-day period
inconsistent with such request from the holders of a majority in
principal amount of the outstanding securities, and
. the trustee has failed to institute the proceeding within 60 days
after receipt of such request.
However, the holder of any security will have an absolute right to
receive payment of principal, premium and any interest on such security on the
due dates expressed in such security and to institute suit for the enforcement
of any such payment.
Satisfaction and Discharge
Each indenture provides that we will be discharged from certain of our
obligations under that indenture relating to the outstanding securities of a
series if we deposit with the trustee funds sufficient for payment of all
principal, premium, interest and additional amounts, if any, on those
securities when due. In that event, holders of those securities will only be
able to look to the trust fund for payment of the principal, premium and
interest on their securities until maturity.
Governing Law
Each indenture and the securities will be governed by and construed in
accordance with the laws of the State of New York.
Reports to the Trustee
We are required to furnish the trustee an annual statement regarding
whether we are in default under the indentures.
The Trustee
The trustee currently serves as the trustee for our Medium-Term Series C
Notes and Series D Notes. In addition, some of our subsidiary banks have
deposit accounts and related banking relations with the trustee.
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Since debt securities issued under the subordinated indenture do not rank
equally with debt securities issued under the senior indenture, upon a default
under one of the indentures, the trustee would have a conflicting interest if
debt securities were outstanding under the other indenture. As a result, the
trustee may be required to resign as trustee of one of the indentures and we
may be required to appoint a successor trustee.
Book-Entry Securities
Unless we specify otherwise in the applicable prospectus supplement, we
will issue debt securities in the form of one or more book-entry certificates,
which is referred to below as the book-entry security, registered in the name
of a depositary or a nominee of a depositary. Unless we specify otherwise in
the applicable prospectus supplement, the depositary will be The Depository
Trust Company, or DTC. We have been informed by DTC that its nominee will be
Cede & Co. Accordingly, Cede is expected to be the initial registered holder of
all securities that we issue in book-entry form.
No person that acquires a beneficial interest in a book-entry security,
known as a beneficial owner, will be entitled to receive a certificate, except
as set forth in this prospectus or in the applicable prospectus supplement.
Unless and until definitive securities are issued under the limited
circumstances described below, all references to actions by beneficial owners
of securities issued in book-entry form will refer to actions taken by DTC upon
instructions from its participants, and all references to payments and notices
to beneficial owners will refer to payments and notices to DTC or Cede, as the
registered holder of a book-entry security.
DTC has informed us that it is:
. A limited purpose trust company organized under New York banking
laws,
. A "banking organization" within the meaning of the New York
banking laws,
. A member of the Federal Reserve System, and
. A "clearing agency" registered under the Exchange Act.
DTC has also informed us that it was created to:
. Hold securities for its participating clients, known as
participants, and
. Facilitate the clearance and settlement of securities transactions
among participants through electronic book-entry, thereby
eliminating the need for the physical movement of securities
certificates.
Participants include securities brokers and dealers, banks, trust
companies and clearing corporations. Indirect access to the DTC system also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly, which are referred to as indirect participants.
Persons that are not participants or indirect participants but that
desire to buy, sell or otherwise transfer ownership of or interest in
securities may do so only through participants and indirect participants. Under
the book-entry system, beneficial owners may experience some delay in receiving
payments, as such payments will be forwarded by our agent to Cede, as nominee
for DTC. DTC will forward such payments to its participants, which thereafter
will forward them to indirect participants or beneficial owners. Beneficial
owners will not be recognized by the applicable registrar, transfer agent or
trustee as registered holders of the securities entitled to the benefits of the
certificate or the applicable indenture. Beneficial owners that are not
participants will be permitted to exercise their rights as an owner only
indirectly through participants and, if applicable, indirect participants.
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Under the current rules and regulations affecting DTC, DTC will be
required to make book-entry transfers of securities among participants and to
receive and transmit payments to participants. Participants and indirect
participants with which beneficial owners of securities have accounts are also
required to make book-entry transfers and receive and transmit such payments on
behalf of their respective account holders.
Because DTC can act only on behalf of participants, who in turn act only
on behalf of other participants or indirect participants, and on behalf of
certain banks, trust companies and other persons approved by it, the ability of
a beneficial owner of securities issued in book-entry form to pledge such
securities to persons or entities that do not participate in the DTC system may
be limited due to the unavailability of physical certificates for such
securities.
DTC has advised us that DTC will take any action permitted to be taken by
a registered holder of any securities under the certificate or the applicable
indenture, only at the direction of one or more participants to whose accounts
with DTC such securities are credited.
Unless otherwise specified in the applicable prospectus supplement, a
book-entry security will be exchangeable for definitive securities registered
in the names of persons other than DTC or its nominee only if:
. DTC notifies us that it is unwilling or unable to continue as
depositary for such book-entry security or DTC ceases to be a
clearing agency registered under the Exchange Act at a time when
DTC is required to be so registered,
. We execute and deliver to the applicable registrar, transfer agent
and/or trustee an order complying with the requirements of the
certificate or the applicable indenture that such book-entry
security will be so exchangeable, or
. There is a default in the payment of any amount due in respect of
the securities or an event of default.
Any book-entry security that is exchangeable pursuant to the preceding sentence
will be exchangeable for securities registered in such names as DTC directs.
If one of the events described in the immediately preceding paragraph
occurs, DTC is generally required to notify all participants of the
availability through DTC of definitive securities. Upon surrender by DTC of the
book-entry security representing the securities and delivery of instructions
for reregistration, the registrar, transfer agent or trustee, as the case may
be, will reissue the securities as definitive securities. After reissuance of
the securities, such persons will recognize the beneficial owners of such
definitive securities as registered holders of securities.
Except as described above:
. A book-entry security may not be transferred except as a whole
book-entry security by or among DTC, a nominee of DTC and/or a
successor depositary appointed by us, and
. DTC may not sell, assign or otherwise transfer any beneficial
interest in a book-entry security unless such beneficial interest
is in an amount equal to an authorized denomination for the
securities evidenced by the book-entry security.
We, the trustees, any registrar and transfer agent, or any agent of any
of them, will not have any responsibility or liability for any aspect of DTC's
or any participant's records relating to, or for payments made on account of,
beneficial interests in a book-entry security.
Certain United States Federal Tax Consequences
This section describes the principal United States federal income tax
consequences of the ownership and disposition of the debt securities. This
summary assumes that the securities are held as capital assets by
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initial purchasers. This summary is for general information only and is based
upon the Internal Revenue Code of 1986, as amended, which is referred to below
as the Code, and regulations, rulings, administrative pronouncements and court
decisions, all as in effect on the date hereof and all of which are subject to
change or differing interpretations at any time and in some circumstances with
retroactive effect.
This section does not discuss all of the tax consequences that may be
relevant to a purchaser in light of its particular circumstances or to
purchasers subject to special tax rules (including pension plans and other tax-
exempt investors, banks, thrifts, real estate investment trusts, regulated
investment companies, persons who hold securities as part of a straddle,
hedging or conversion transaction, insurance companies and dealers in
securities or foreign currencies). Persons considering the purchase of
securities should consult their tax advisors with regard to the application of
the United States federal income tax laws to their particular situation as well
as any tax consequences to them arising under the laws of any state, local or
foreign taxing jurisdiction.
The United States federal income tax consequences of the ownership and
disposition of securities containing special features, such as securities
denominated in a foreign currency, securities with multiple interest rates or
securities with extendible maturities, will be discussed in the applicable
prospectus supplement.
United States Holders
As used below, the term "U.S. Holder" means a beneficial owner of a
security that is for United States federal income tax purposes,
. a citizen or individual resident of the United States,
. a corporation or partnership created or organized in or under the
laws of the United States or of any political subdivision thereof,
other than a partnership that is not treated as a U.S. person
under any applicable Treasury regulations,
. an estate the income of which is subject to United States federal
income taxation regardless of its source, or
. a trust if, in general, a court within the United States is able
to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to
control all substantial decisions of the trust.
Payments of Stated Interest. Generally and except as described below, an
interest payment on a security will be taxable to a U.S. Holder as ordinary
income when it is accrued or paid in accordance with the U.S. Holder's method
of accounting for federal income tax purposes.
Original Issue Discount. If a U.S. Holder holds a security which has
original issue discount, which is referred to below as OID, and a maturity of
more than one year from its date of issue, such U.S. Holder will generally be
required to recognize such OID as ordinary interest income on a constant yield
basis in advance of the receipt of cash payments to which such income is
attributable, regardless of the U.S. Holder's method of tax accounting. A
security referred to in the preceding sentence is referred to below as a
discount security.
A security has OID, if the excess of its "stated redemption price at
maturity" over its "issue price" equals or exceeds a de minimis amount (0.25%
of the stated redemption price at maturity multiplied by the number of complete
years to maturity). The stated redemption price at maturity of a security is
the sum of all payments provided by the security other than "qualified stated
interest" payments. The term "qualified stated interest" generally means stated
interest that is unconditionally payable at least annually at a single fixed
rate or at certain floating rates. The issue price of a security is the first
price at which a substantial amount of such issue of securities are sold to the
public.
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In general, if the excess of a security's stated redemption price at
maturity over its issue price is de minimis, then such excess constitutes de
minimis OID. Unless a U.S. Holder elects to treat all interest as OID, as
described below, the security will not be treated as issued with OID and the
U.S. Holder of the security will recognize capital gain with respect to the de
minimis OID as stated principal payments on the security are made. The amount
of the gain with respect to each payment will equal the product of the total
amount of the security's de minimis OID and a fraction, the numerator of which
is the amount of the principal payment and the denominator of which is the
stated principal amount of the security.
Except as described below with respect to short-term securities, the
amount of OID that a U.S. Holder will be required to include in gross income in
a taxable year equals the sum of the daily portions of OID, determined by
allocating to each day of the taxable year during which the U.S. Holder holds
the security a pro rata portion of OID allocable to each accrual period in the
taxable year. An accrual period may be of any length selected by the U.S.
Holder and the accrual periods may vary in length over the term of the security
as long as each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of OID allocable to
each accrual period generally will equal the product of the security's
"adjusted issue price" at the beginning of such accrual period and its "yield
to maturity" determined on the basis of compounding at the close of each
accrual period and appropriately adjusted to take into account the length of
the particular accrual period, less the amount of any qualified stated interest
payments allocable to such accrual period. The "adjusted issue price" of a
security at the beginning of the first accrual period is simply the issue
price. Thereafter, the "adjusted issue price" of a security generally is the
sum of the issue price plus the amount of OID previously includible in the
gross income of the U.S. Holder reduced by the amount of any payments
previously made on the security, other than payments of qualified stated
interest. A discount security's "yield to maturity" is the discount rate that
causes the present value on the issue date of the payments provided for in such
security to equal the security's issue price. Thus, under these rules, a U.S.
Holder generally will have to include in gross income increasingly greater
amounts of OID during the life of the security. Special rules apply for
calculating OID in short initial or final accrual periods.
Optional Redemption. Generally, special rules apply for determining the
yield to maturity of discount securities which are subject to certain options.
If we have an unconditional option to redeem a discount security, or the U.S.
Holder has an unconditional option to cause a discount security to be
repurchased, in any case prior to the discount security's stated maturity, such
option will be presumed to be exercised if, by utilizing any date on which such
discount security may be redeemed or repurchased as the maturity date and the
amount payable on such date in accordance with the terms of the discount
security as the stated redemption price at maturity, the yield on the discount
security would be (a) in the case of an option of ours, lower than its yield to
stated maturity or (b) in the case of an option of the U.S. Holder, higher than
its yield to stated maturity. If such option is not in fact exercised when
presumed to be exercised, the discount security would be treated solely for OID
purposes as if it were retired and then reissued on the presumed exercise date
for an amount equal to the discount security's adjusted issue price on that
date.
Acquisition Premium. A U.S. Holder that purchases a discount security for
an amount that is greater than its adjusted issue price and less than or equal
to the sum of all amounts payable on the discount security after the purchase
date, other than payments of qualified stated interest, will be considered to
have purchased such discount security at an "acquisition premium." Under the
acquisition premium rules, the daily portion of OID which such U.S. Holder must
otherwise include in its gross income with respect to such discount security
for any day will be reduced by an amount which would be the daily portion of
OID for such day multiplied by a fraction, the numerator of which is the excess
of the U.S. Holder's adjusted basis in the discount security immediately after
its purchase over the adjusted issue price of the discount security, and the
denominator of which is the sum of the daily portions for such discount
security for all days after the date of purchase and ending on the stated
maturity date, i.e., the total OID remaining on the discount security.
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Alternatively, rather than applying the acquisition premium fraction to
reduce the daily portion of accrued OID, a U.S. Holder of a discount security
may, as discussed below, elect to treat all interest on the discount security
as OID, adjusted for acquisition premium, and thus compute OID by treating the
purchase of the discount security as a purchase at original issuance and
applying the mechanics of the constant yield method. Prior to making this
election, a U.S. Holder of a discount security should consult its own tax
advisor concerning the potential United States federal income tax consequences
of such election in its particular situation.
Variable Securities. Floating rate securities and indexed securities
("variable securities") will be subject to special rules. Generally, provided
the variable security qualifies as a "variable rate debt instrument" (as
defined in the applicable income tax regulations) and provides for stated
interest at a single "qualified floating rate" or "objective rate" (each as
defined in the applicable income tax regulations) that is unconditionally
payable in cash or in property, other than debt instruments of ours, at least
annually, then all stated interest with respect to such variable security is
qualified stated interest, and the amount of OID, if any, is determined under
the general OID rules by assuming that the variable rate is a fixed rate equal
to in the case of a qualified floating rate or inverse floating rate, the
value, as of the issue date, of such qualified floating rate or inverse
floating rate, or in the case of an objective rate other than an inverse
floating rate, a rate that reflects the yield that is reasonably expected for
such variable security. Additional rules will apply, as set forth in the
applicable pricing supplement, if a variable security does not provide for
stated interest at a single qualified floating rate or objective rate, or if a
variable security provides for stated interest either at one or more qualified
floating rates or at an inverse floating rate and in addition provides for
stated interest at a single fixed rate.
Short-Term Securities. A security that has a fixed maturity date of not
more than one year from the date of issue (a "short-term security") will be
treated as issued with OID equal to the excess of the total principal and
interest payments thereon over its issue price. Generally, an individual or
other cash basis U.S. Holder of a short-term security is not required to
include OID in gross income currently for United States federal income tax
purposes unless it elects to do so. Such an election by a cash basis U.S.
Holder will apply to all short-term obligations acquired on or after the
beginning of the first taxable year to which the election applies and in all
subsequent taxable years unless the IRS consents to the revocation of the
election. Accrual basis U.S. Holders and certain other U.S. Holders, including
banks, regulated investment companies, dealers in securities, common trust
funds, U.S. Holders that hold short-term securities as part of certain
identified hedging transactions, certain pass-through entities and cash basis
U.S. Holders that so elect, are required to include currently in gross income
the OID on a short-term security on either a straight-line basis or, at the
irrevocable election of the U.S. Holder, under the constant yield method based
on daily compounding. In the case of a U.S. Holder not required and not
electing to include OID in gross income currently, any gain realized on the
sale or retirement of the short-term security will be ordinary income to the
extent of the OID accrued on a straight-line basis (unless an irrevocable
election is made to accrue the OID under the constant yield method) through the
date of sale or retirement. U.S. Holders that are not required and do not elect
to include OID on short-term securities in gross income currently will be
required to defer deductions for all or a portion of interest expense on
indebtedness incurred or maintained to purchase or carry the short-term
securities.
Any U.S. Holder of a short-term security can elect to apply the rules in
the preceding paragraph taking into account the amount of "acquisition
discount," if any, with respect to the security, rather than the OID with
respect to such security. Such election will apply to all short-term debt
obligations acquired by the U.S. Holder on or after the first day of the first
taxable year to which the election applies and in all subsequent taxable years,
and may not be revoked without the consent of the IRS. Acquisition discount is
the excess of the stated redemption price at maturity of the short-term
security over the U.S. Holder's purchase price therefor. Acquisition discount
will be treated as accruing on a ratable basis or, at the irrevocable election
of the holder, on a constant yield basis (with daily compounding).
For purposes of determining the amount of OID or acquisition discount
subject to these rules, the OID rules provide that no interest payments on a
short-term security are qualified stated interest and, therefore, such interest
payments are included in the short-term security's stated redemption price at
maturity.
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Market Discount. The market discount rules in the Code generally provide
that if a person acquires a security, other than a short-term security, with
more than a de minimis amount of "market discount" (the amount by which the
stated redemption price at maturity or, in the case of a discount security, the
"revised issue price" of the security exceeds the U.S. Holder's tax basis for
the security immediately following its acquisition) (a "market discount
security"), any gain realized upon a disposition, including redemption or
retirement, of the security (other than in connection with certain
nonrecognition transactions), or any partial principal payment on the security,
will be treated as ordinary income (generally, interest income) to the extent
of the market discount which accrued while such U.S. Holder held the security.
The "revised issue price" of a market discount security is equal to the issue
price of the security plus the amount of OID includible in the income of all
holders for periods prior to the acquisition of the security by the U.S.
Holder, determined without regard to the acquisition premium rules discussed
above. Market discount is de minimis if it is less than 0.25% of the security's
stated redemption price at maturity multiplied by the number of complete years
remaining from the time the taxpayer acquired the security until its maturity.
The amount of market discount treated as having accrued will be determined
either on a ratable basis by multiplying the market discount and a fraction,
the numerator of which is the number of days the security was held by the U.S.
Holder and the denominator of which is the total number of days after the date
such U.S. Holder acquired the security up to and including its maturity date,
or if the U.S. Holder so elects on an irrevocable basis with respect to the
security, on a constant yield basis. The market discount rules also provide
that a U.S. Holder that acquires a market discount security may be required to
defer the deduction of all or a portion of interest expense that may otherwise
be deductible on any indebtedness incurred or maintained to purchase or carry
the security until the holder disposes of the security in a taxable
transaction.
Instead of recognizing market discount, if any, upon the disposition of,
or partial principal payment on, a market discount security, a U.S. Holder may
elect to include market discount in gross income currently as it accrues,
either on a ratable basis or on a constant yield basis, as described above. The
current inclusion election, once made, applies to all market discount
obligations of the holder acquired on or after the first day of the taxable
year in which the election applies and in all subsequent taxable years and may
not be revoked without the consent of the IRS. If a U.S. Holder elects to
include market discount in gross income in accordance with these rules or makes
the election to treat all interest as OID, the foregoing discussion regarding
the deferral of interest deductions on indebtedness incurred or maintained to
purchase or carry the security would not apply. Further, if a U.S. Holder makes
the election, discussed below, to treat as OID all interest on a market
discount security, the U.S. Holder is deemed to have made the election to
include market discount in gross income currently using a constant yield method
on all other market discount obligations. Finally, if a U.S. Holder has
previously made the election to include market discount currently, the
conformity requirements of that election are satisfied for market discount
securities with respect to which the U.S. Holder elects to treat all interest
as OID.
The Treasury Department is authorized to issue regulations implementing
the market discount provisions of the Code. The Treasury Department has not
issued or proposed any such regulations. It is impossible to anticipate what
effect, if any, such regulations would have on purchasers of the securities.
Amortizable Bond Premium. Generally, if the tax basis of a security
immediately after its purchase by a U.S. Holder exceeds the sum of all amounts
payable on the security after the purchase date, other than payments of
qualified stated interest, such excess will constitute "bond premium" which a
U.S. Holder may elect to amortize over the period from the security's
acquisition date to its maturity date (or, in certain circumstances, until an
earlier redemption date). A U.S. Holder that purchases a security with bond
premium is not required to include in gross income any OID on the security. A
U.S. Holder that makes the election to amortize bond premium is required to
allocate the bond premium to each accrual period under the constant yield
method, using a yield computed based on the U.S. Holder's initial tax basis for
the security and all payments to be made thereon after the security's
acquisition date, in a manner similar to the application of such method in the
accrual of OID, as discussed above. The amount of the amortized bond premium
allocated to an accrual period generally will be treated first as a reduction
of the qualified stated interest on the security
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included by the U.S. Holder in that accrual period to the extent thereof, then
as a deduction allowed in that accrual period to the extent of the U.S.
Holder's prior interest inclusions on the security, and finally as a
carryforward allowable against the U.S. Holder's future interest inclusions on
the security. A U.S. Holder that elects to amortize bond premium must reduce
its tax basis in the security by the amount of the bond premium used to reduce
qualified stated interest on the security and the amount allowed as a deduction
against the U.S. Holder's prior interest inclusions on the security. The
election to amortize bond premium will apply to all debt instruments held by
the U.S. Holder at the beginning of the first taxable year to which the
election applies or thereafter acquired, and is irrevocable without the consent
of the IRS. The election to treat all interest, including for this purpose,
amortizable bond premium, as OID is deemed to be an election to amortize bond
premium for purposes of the conformity requirements of the latter election. In
addition, if a U.S. Holder has already made an election to amortize bond
premium, the conformity requirements will be deemed satisfied with respect to a
security for which the U.S. Holder makes an election to treat all interest as
OID.
In the case of a security that may be redeemed prior to maturity, an
earlier redemption date of the security is treated as the maturity date of the
security and the amount of bond premium is determined by treating the amount
payable on such redemption date as the amount payable at maturity if such a
calculation increases a U.S. Holder's yield. If the security is not redeemed on
such call date, the remaining bond premium may be amortized to a later call
date or to maturity under the rules set forth above. In general terms, if a
security purchased with bond premium is redeemed prior to its maturity, a U.S.
Holder that has elected to amortize the bond premium may deduct any remaining
unamortized bond premium as an ordinary loss in the taxable year of the
redemption.
If an election to amortize bond premium is not made by a U.S. Holder, the
U.S. Holder must include in gross income the full amount of each interest
payment on the security and will include the bond premium in its tax basis for
the security for purposes of computing its gain or loss on the disposition of
the security.
Special rules apply to certain variable securities, and U.S. Holders
should consult their tax advisors regarding these rules.
Possible Election to Treat All Interest as OID. A U.S. Holder of a debt
instrument is entitled to elect to treat all interest that accrues on the
instrument as OID. Interest for this purpose includes stated interest, OID
(including any de minimis OID), acquisition discount, market discount
(including any de minimis market discount), and unstated interest, adjusted for
amortizable bond premium and acquisition premium. Special rules and limitations
apply to taxpayers that make this election and, as discussed herein, this
election may affect the tax treatment of other debt instruments held by a U.S.
Holder. The election is made for the year in which the U.S. Holder acquired the
security, and may not be revoked without the consent of the IRS. Prior to
making such an election, U.S. Holders should consult their own tax advisors
regarding the decision of whether to make this election.
Disposition of a Security. Except as discussed above, upon the sale,
exchange, retirement or other taxable disposition of a security, a U.S. Holder
generally will recognize taxable gain or loss equal to the difference between
the amount realized on the disposition, other than amounts representing
qualified stated interest, which will be taxable as such, and such U.S.
Holder's adjusted tax basis in such security. A U.S. Holder's adjusted tax
basis in a security generally will equal such U.S. Holder's initial investment
in such security, increased by any OID or acquisition discount and any accrued
market discount includible in gross income, and decreased by the amount of any
payments that are not qualified stated interest payments and amortizable bond
premium applied to reduce, or allowed as a deduction against, interest with
respect to such security. Except as discussed above with respect to short-term
securities, market discount securities and contingent securities, such gain or
loss generally will be long-term capital gain or loss if the security was held
for more than one year at the time of the disposition.
Information Reporting and Backup Withholding. In general, information
reporting requirements will apply to payments of principal, any premium and
interest on a security, including accrual of OID on a discount
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security, and the proceeds of the sale of a security before maturity within the
United States to non-corporate U.S. Holders. In addition, "backup withholding"
at a rate of 31% will apply to such payments and to payments of OID if the U.S.
Holder fails to provide an accurate taxpayer identification number or is
notified by the IRS that it has failed to report all interest and dividends
required to be shown on its federal income tax returns.
Any amounts withheld under the backup withholding rules from payment to a
beneficial owner would be allowed as a refund or credit against such beneficial
owner's United States federal income tax provided the required information is
furnished to the IRS.
Non-U.S. Holders
As used herein, a "Non-U.S. Holder" means a beneficial owner of a
security other than a U.S. Holder. Under present U.S. federal income and estate
tax law and subject to the discussion of backup withholding below:
(1) payments of principal, premium, if any, interest and OID on a
security by us or any of our agents to any Non-U.S. Holder will not be subject
to withholding of U.S. federal income tax, provided that in the case of
interest and OID:
. the Non-U.S. Holder does not directly or indirectly, actually or
constructively, own ten percent or more of the total combined
voting power of all classes of our stock entitled to vote;
. the Non-U.S. Holder is not a controlled foreign corporation that
is related to us through sufficient stock ownership, or a bank
receiving interest described in Section 881(c)(3)(A) of the Code;
and
. either the beneficial owner of the security certifies to us or our
agent, under penalties of perjury, that it is not a "United States
person" under the meaning of the Code and provides its name and
address, or a securities clearing organization, bank or other
financial institution that holds customers' securities in the
ordinary course of its trade or business that holds the security
on behalf of the beneficial owner certifies to us or our agent
under penalties of perjury that it, or the financial institution
between it and the beneficial owner, has received from the
beneficial owner a statement, under penalties of perjury, that it
is not a "United States person" and provides the payor with a copy
of this statement;
(2) a Non-U.S. Holder will not be subject to U.S. federal income tax on
any gain realized on the sale, exchange, redemption, retirement at maturity or
other disposition of a security, unless:
. the Non-U.S. Holder is an individual who is present in the United
States for 183 days or more during the taxable year and some other
conditions are met; or
. the gain is effectively connected with the conduct of a U.S. trade
or business by the Non-U.S. Holder, or if an income tax treaty
applies, is generally attributable to a U.S. "permanent
establishment" maintained by the Non-U.S. Holder; and
(3) a security held by an individual who at the time of death is not a
citizen or resident of the United States will not be subject to U.S. federal
estate tax as a result of the individual's death if, at the time of the
individual's death:
. the individual did not directly or indirectly, actually or
constructively, own ten percent or more of the total combined
voting power of all classes of our stock entitled to vote; and
. the income on the security would not have been effectively
connected with the conduct of a trade or business by the
individual in the United States.
18
<PAGE>
If a Non-U.S. Holder is engaged in a trade or business in the United
States and interest, including OID, on the security is effectively connected
with the conduct of this trade or business or if an income tax treaty applies
and the Non-U.S. Holder maintains a U.S. "permanent establishment" to which the
interest, including OID, is generally attributable, although the Non-U.S.
Holder is exempt from the withholding tax discussed in the preceding paragraph
(1) provided that the holder furnishes a properly executed United States
Internal Revenue Service Form W-8ECI or successor form on or before any payment
date to claim the exemption, the holder may be subject to U.S. federal income
tax on such interest, including OID, on a net basis in the same manner as if it
were a U.S. Holder.
In addition, a foreign corporation that is a holder of a security may be
subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits for the taxable year, subject to some adjustments, unless
it qualifies for a lower rate under an applicable income tax treaty. For this
purpose, interest on a security or gain recognized on the disposition of a
security will be included in earnings and profits if the interest or gain is
effectively connected with the conduct by the foreign corporation of a trade or
business in the United States.
Recently finalized Treasury Regulations generally effective for payments
made after December 31, 2000 will provide alternative methods for satisfying
the certification requirement described in the third bullet point of paragraph
(1) above. The finalized Treasury Regulation generally also will require, in
the case of a security held by a foreign partnership, that the certification
described in the third bullet point of paragraph (1) above be provided by the
partners and that the partnership provide certain information, including a U.S.
taxpayer identification number. A look-through rule will apply in the case of
tiered partnerships.
Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by us or any of our agents, in their
capacities as agents, to a Non-U.S. Holder of a security if the holder has
provided the required certification that it is not a United States person as
set forth in paragraph (1) above, provided that neither we nor our agent has
actual knowledge that the holder is a United States person. We or our agent
may, however, report payments of interest on the securities. Payments of the
proceeds from a disposition by a Non-U.S. Holder of a security made to or
through a foreign office of a broker will not be subject to information
reporting or backup withholding, except that information reporting may apply to
those payments if the broker is
. a United States person,
. a controlled foreign corporation for U.S. federal income tax
purposes,
. a foreign person 50% or more of whose gross income is effectively
connected with a U.S. trade or business for a specified three-year
period, or
. with respect to payments made after December 31, 2000, (i) a
United States branch of a foreign bank or foreign insurance
company or (ii) a foreign partnership, if at any time during its
tax year, one or more of its partners are U.S. persons, as defined
in Treasury Regulations, who in the aggregate hold more than 50%
of the income or capital interest in the partnership or if, at any
time during its tax year, the foreign partnership is engaged in a
U.S. trade or business.
Payments of the proceeds from a disposition by a Non-U.S. Holder of a
security made to or through the U.S. office of a broker are subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its taxpayer identification number or otherwise
establishes an exemption from information reporting and backup withholding.
Any amounts withheld under the backup withholding rules from a payment to
a Non-U.S. Holder would be allowed as a refund or a credit against the holder's
U.S. federal income tax liability, provided the required information is
furnished to the U.S. Internal Revenue Service.
19
<PAGE>
Plan of Distribution
General
We may sell debt securities to or through underwriters, directly to
institutional investors or other purchasers, through agents or through a
combination of methods. The distribution of the securities may be effected from
time to time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Sales May be Underwritten
If underwriters or dealers are used in the sale, the securities will be
acquired by the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters, or
directly by one or more of such firms.
Unless we specify otherwise in the prospectus supplement, the obligations
of the underwriters to purchase securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all of
the securities offered by the prospectus supplement if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Sales by Agents
We may also sell the securities directly or through agents (which may
also act as principals) which we may designate from time to time. Any agent
involved in the offer or sale of securities with regard to which this
prospectus is delivered will be named in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, these
agents will be acting on a best efforts basis for the period of their
appointment.
Underwriting Compensation
In connection with the sale of debt securities, underwriters or agents
may receive compensation from us or from purchasers of debt securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell debt securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of debt securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of debt securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from us will be described in the
related prospectus supplement.
Listing
The debt securities may or may not be listed on a national securities
exchange. If the debt securities are not listed on a national securities
exchange, certain broker-dealers may make a market in the debt securities, but
are not obligated to do so and may discontinue any market-making at any time
without notice. There can be no assurance of an active trading market for the
debt securities.
Indemnification
We may agree to indemnify underwriters and agents who participate in the
distribution of debt securities against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments
20
<PAGE>
which the underwriters or agents may be required to make in respect thereof.
Such underwriters and agents may be customers of, engage in transactions with,
or perform services for, us in the ordinary course of business.
Other Relationships
Certain of our underwriters or agents and their associates may engage in
transactions with and perform services for us or our affiliates in the ordinary
course of their respective businesses.
Delayed Delivery Contracts
If indicated in the related prospectus supplement, we will authorize
underwriters, dealers or other persons acting as our agents to solicit offers
by certain institutions to purchase debt securities from us pursuant to
contracts providing for payment and delivery on a future date. These
institutions may include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions
and such other institutions as we may approve. A purchaser under any such
contract will be obligated to purchase the debt securities unless such purchase
at the time of delivery is prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents will
not have any responsibility in respect of the validity or performance of such
contracts.
Price Stabilization
If underwriters or dealers are used in the sale, until the distribution
of the securities is completed, rules of the SEC may limit the ability of any
of the underwriters and selling group members to bid for and purchase the
securities. As an exception to these rules, representatives of any underwriters
are permitted to engage in transactions that stabilize the price of the
securities. These transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities. We make no
representation or prediction as to the direction or magnitude of any effect
that these transactions may have on the price of the securities. In addition,
we make no representation that the representatives of any underwriters will
engage in these transactions or that these transactions, once commenced, will
not be discontinued without notice.
Legal Matters
The validity of the debt securities offered hereby will be passed upon
for us by Godfrey & Kahn, S.C., Milwaukee, Wisconsin 53202.
Experts
Our financial statements for the year ended December 31, 1999
incorporated into this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, which is incorporated herein by reference, and is included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
21
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution.
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 396,000
Printing, engraving and postage expenses...................... 35,000
Legal fees and expenses....................................... 130,000
Accounting fees and expenses.................................. 75,000
Blue sky fees and expenses.................................... 10,000
Rating agency fees............................................ 450,000
Miscellaneous expenses........................................ 14,000
----------
Total..................................................... $1,110,000
==========
</TABLE>
All of such items except the registration fee are estimated. All of such
expenses will be borne by the Corporation.
Item 15. Indemnification of Directors and Officers.
Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires the Corporation 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 the
Corporation unless it is determined that he or she breached or failed to
perform a duty owed to the Corporation and such breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Corporation 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
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 the articles of incorporation or bylaws of the
Corporation, a written agreement between the director or officer and the
Corporation, or a resolution of the Board of Directors or the shareholders.
Unless otherwise provided in the Corporation's articles of incorporation
or bylaws, or by written agreement between the director or officer and the
Corporation, 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 the Corporation, pursuant to Section 180.0853
of the WBCL, at such time as the director or officer furnishes to the
corporation 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 the Corporation 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
II-1
<PAGE>
under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.
As permitted by Section 180.0858, the Corporation has adopted
indemnification provisions in its By-Laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Section 7.1
of the Corporation's By-Laws, among other items, provides (i) that an
individual shall be indemnified unless it is proven by a final judicial
adjudication that indemnification is prohibited and (it) payment or
reimbursement of expenses, subject to certain limitations, will be mandatory
rather than permissive.
The Corporation has purchased directors' and officers' liability
insurance which has coverage limits of $100 million per occurrence and insures
the Corporation's officers and directors against certain liabilities which way
arise under the Securities Act of 1933, as amended, subject to applicable
restrictions.
Under Section 180.0828 of the WBCL, a director of the Corporation is not
personally liable for breach of any duty resulting solely from his or her
status as a director, unless it shall be proved that the director's conduct
constituted conduct described in the first paragraph of this item.
The form of underwriting agreement and the form of distribution agreement
that will be filed as exhibits to this registration statement will contain
provisions pursuant to which the underwriters or agents, as the case may be,
will indemnify the Corporation and its directors and officers in specified
circumstances.
Item 16. Exhibits.
<TABLE>
<CAPTION>
<C> <S> <C>
1.1 Form of Distribution Agreement*
1.2 Form of Underwriting Agreement*
4.1 Indenture between the Corporation and Manufacturers
Hanover Trust Company (predecessor to Chase Manhattan
Bank) (the "Trustee") dated as of November 15, 1985 (the
"Senior Indenture") (Incorporated by reference to Exhibit
4(c) of the Corporation's Registration Statement on Form
S-3 (Registration No. 33-21377))
4.2 First Supplemental Indenture to the Senior Indenture
between the Corporation and the Trustee dated as of May
31, 1990 (Incorporated by reference to Exhibit 4.1 of the
Corporation's Current Report on Form 8-K dated May 31,
1990 (SEC File No. 0-1220))
4.3 Second Supplemental Indenture to the Senior Indenture
between the Corporation and the Trustee dated as of July
15, 1993 (Incorporated by reference to Exhibit 4.2 of the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993 (SEC File No. 0-1220))
4.4 Indenture between the Corporation and the Trustee dated as
of July 15, 1993 relating to the Subordinated Securities
("Subordinated Indenture") (Incorporated by reference to
Exhibit 4.1 of the Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993 (SEC File No. 0-
1220)
4.5 Form of Senior Note (Included in Exhibit 4.1 at pages 12
through 19)
4.6 Form of Subordinated Note (Included in Exhibit 4.4 at
pages 13 through 21)
5 Opinion of Godfrey & Kahn, S.C.
12 Statement Regarding Computation of Ratios of Earnings to
Fixed Charges (Incorporated by reference to Exhibit 12 of
the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (SEC File No. 1-
15403))
23.1 Consent of Arthur Andersen LLP
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
23.2 Consent of Godfrey & Kahn, S.C. (Included in Exhibit 5)
24 Powers of Attorney
25.1 Form T-1 Statement of Eligibility of the Trustee under the
Senior Indenture
25.2 Form T-1 Statement of Eligibility of the Trustee under the
Subordinated indenture
</TABLE>
- --------
*To be filed by amendment or as an exhibit to a document to be incorporated by
reference herein.
Item 17. Undertakings.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i)To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase and
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
b. 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.
II-3
<PAGE>
c. 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, 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.
d. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and 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 March 31,
2000.
Marshall & Ilsley Corporation
(Registrant)
/s/ J.B. Wigdale
By: _________________________________
J.B. Wigdale Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J.B. Wigdale Chairman of the Board and a March 31, 2000
____________________________________ Director (Principal
J.B. Wigdale Executive Officer)
/s/ G.H. Gunnlaugsson Executive Vice President and March 31, 2000
____________________________________ a Director (Chief Financial
G.H. Gunnlaugsson Officer)
/s/ P.R. Justiliano Senior Vice President and March 31, 2000
____________________________________ Corporate Controller
P.R. Justiliano (Principal Accounting
Officer)
</TABLE>
Directors: Richard A. Abdoo, Oscar C. Boldt, Wendell F. Bueche, Jon F. Chait,
G.H. Gunnlaugsson, Timothy E. Hoeksema, Burleigh E. Jacobs, Jack F.
Kellner, James J. Kress, D.J. Kuester, Katharine C. Lyall, Edward L.
Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter M. Platten, III,
Robert A. Schaefer, John S. Shiely, Stuart W. Tisdale, George E.
Wardeberg, J.B. Wigdale, James O. Wright and Gus A. Zuehlke
/s/ M.A. Hatfield
By_____________________________
M.A. Hatfield, Attorney-in-
Fact*
<TABLE>
<S> <C> <C>
Date: March 31, 2000
</TABLE>
- --------
*Pursuant to authority granted by powers of attorney, copies of which are filed
herewith.
II-5
<PAGE>
Exhibit Index
-------------
1.1 Form of Distribution Agreement*
1.2 Form of Underwriting Agreement*
4.1 Indenture between the Corporation and Manufacturers Hanover Trust Company
(predecessor to Chase Manhattan Bank) (the "Trustee") dated as of November
15, 1985 (the "Senior Indenture") (Incorporated by reference to Exhibit
4(c) of the Corporation's Registration Statement on Form S-3 (Registration
No. 33-21377))
4.2 First Supplemental Indenture to the Senior Indenture between the
Corporation and the Trustee dated as of May 31, 1990 (Incorporated by
reference to Exhibit 4.1 of the Corporation's Current Report on Form 8-K
dated May 31, 1990 (SEC File No. 0-1220))
4.3 Second Supplemental Indenture to the Senior Indenture between the
Corporation and the Trustee dated as of July 15, 1993 (Incorporated by
reference to Exhibit 4.2 of the Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993 (SEC File No. 0-1220))
4.4 Indenture between the Corporation and the Trustee dated as of July 15, 1993
relating to the Subordinated Securities ("Subordinated Indenture")
(Incorporated by reference to Exhibit 4.1 of the Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993 (SEC File No.
0-1220))
4.5 Form of Senior Note (Included in Exhibit 4.1 at pages 12 through 19)
4.6 Form of Subordinated Note (Included in Exhibit 4.4 at pages 13 through 21)
5 Opinion of Godfrey & Kahn, S.C.
12 Statement Regarding Computation of Ratios of Earnings to Fixed Charges
(Incorporated by reference to Exhibit 12 of the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 (SEC File No.
1-15403))
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (Included in Exhibit 5)
24 Powers of Attorney
25.1 Form T-1 Statement of Eligibility of the Trustee under the Senior
Indenture
25.2 Form T-1 Statement of Eligibility of the Trustee under the Subordinated
indenture
____________
*To be filed by amendment or as an exhibit to a document to be incorporated by
reference herein.
<PAGE>
[LETTERHEAD OF GODFREY & KAHN]
Exhibit 5
March 31, 2000
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
Re: Marshall & Ilsley Corporation
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for Marshall & Ilsley Corporation (the "Company"),
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of an offering of a maximum of
$1,500,000,000 aggregate principal amount of the Company's debt securities (the
"Securities") to be issued pursuant to an Indenture between the Company and
Manufacturers Hanover Trust Company (now called Chase Manhattan Bank) (the
"Trustee") dated as of November 15, 1985 (the "Senior Indenture"), as amended by
the First Supplemental Indenture dated as of May 31, 1990 (the "First
Supplemental Indenture") and a Second Supplemental Indenture dated as of July
15, 1993 (the "Second Supplemental Indenture"), and (ii) an Indenture between
the Company and Chemical Bank (now called Chase Manhattan Bank) dated as of July
15, 1993 (the "Subordinated Indenture," which together with the Senior
Indenture, as amended by the First Supplemental Indenture and the Second
Supplemental Indenture, are collectively referred to herein as the
"Indentures').
We have examined: (a) the Senior Indenture, as amended by the First
Supplemental Indenture and the Second Supplemental Indenture, and the
Subordinated Indenture, (b) the Registration Statement, (c) the Company's
Amended and Restated Articles of Incorporation and By-Laws, as amended, (d)
certain resolutions of the Company's Board of Directors, and (e) such other
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company has been incorporated and is validly existing as a
corporation under the laws of the State of Wisconsin; and
(2) When the Securities have been duly executed, authenticated and
delivered in accordance with the terms of the Indentures against full
payment therefore as provided therein, the Securities will have been
legally issued and the Indentures will be binding obligations of the
Company, enforceable against the Company in accordance with their
respective terms except as enforceability may be limited by general
principles of equity and by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent however, we do not admit that we are "experts"
within the meaning of Section I I of the Securities Act of 1933, as amended, or
within the category of persons whose consent is required by, Section 7 of said
Act.
Very truly yours,
/s/ GODFREY & KAHN, S.C.
GODFREY & KAHN, S.C.
<PAGE>
ARTHUR ANDERSEN
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 12, 2000
incorporated by reference in the Marshall & Ilsley Corporation's Form 10-K for
the year ended December 31, 1999 and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 29, 2000
<PAGE>
Exhibit 24
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Richard A. Abdoo
--------------------
Richard A. Abdoo
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Oscar C. Boldt
------------------
Oscar C. Boldt
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Wendell F. Bueche
---------------------
Wendell F. Bueche
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Jon F. Chait
----------------
Jon F. Chait
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director and executive officer of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of
substitution, as his true and lawful attorney-in-fact for the purpose of: (i)
executing in his name and on his behalf Marshall & Ilsley Corporation's
Registration Statement on Form S-3 relating to the issuance of debt securities
and any related amendments (including post-effective amendments) and/or
supplements to said Form S-3; (ii) generally doing all things in his name and on
his behalf in his capacity as a director and executive officer to enable
Marshall & Ilsley Corporation to comply with the provisions of the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission; and (iii) ratifying
and confirming his signature as it may be signed by the attorney-in-fact to the
Form S-3 and any related amendments (including post-effective amendments) and/or
supplements thereto.
Dated this 10th day of February, 2000.
/s/ G.H. Gunnlaugsson
---------------------
G.H. Gunnlaugsson
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 21st day of February, 2000.
/s/ Timothy E. Hoeksema
-----------------------
Timothy E. Hoeksema
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Burleigh E. Jacobs
----------------------
Burleigh E. Jacobs
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Jack F. Kellner
-------------------
Jack F. Kellner
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ James F. Kress
------------------
James F. Kress
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ D.J. Kuester
----------------
D.J. Kuester
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as her true
and lawful attorney-in-fact for the purpose of: (i) executing in her name and on
her behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in her name and on her behalf in her capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming her signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Katharine C. Lyall
----------------------
Katharine C. Lyall
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Edward L. Meyer, Jr.
------------------------
Edward L. Meyer, Jr.
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Don R. O'Hare
-----------------
Don R. O'Hare
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ San W. Orr, Jr.
-------------------
San W. Orr, Jr.
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Peter M. Platten, III
-------------------------
Peter M. Platten, III
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Robert A. Schaefer
----------------------
Robert A. Schaefer
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ John S. Shiely
------------------
John S. Shiely
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Stuart W. Tisdale
---------------------
Stuart W. Tisdale
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ George E. Wardeberg
-----------------------
George E. Wardeberg
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director and executive officer of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of
substitution, as his true and lawful attorney-in-fact for the purpose of: (i)
executing in his name and on his behalf Marshall & Ilsley Corporation's
Registration Statement on Form S-3 relating to the issuance of debt securities
and any related amendments (including post-effective amendments) and/or
supplements to said Form S-3; (ii) generally doing all things in his name and on
his behalf in his capacity as a director and executive officer to enable
Marshall & Ilsley Corporation to comply with the provisions of the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission; and (iii) ratifying
and confirming his signature as it may be signed by the attorney-in-fact to the
Form S-3 and any related amendments (including post-effective amendments) and/or
supplements thereto.
Dated this 10th day of February, 2000.
/s/ J.B. Wigdale
----------------
J.B. Wigdale
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ James O. Wright
-------------------
James O. Wright
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-3 for the Issuance of Debt Securities)
The undersigned director of Marshall & Ilsley Corporation designates each
of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i) executing in his name and on
his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-3
relating to the issuance of debt securities and any related amendments
(including post-effective amendments) and/or supplements to said Form S-3; (ii)
generally doing all things in his name and on his behalf in his capacity as a
director to enable Marshall & Ilsley Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission; and
(iii) ratifying and confirming his signature as it may be signed by the
attorney-in-fact to the Form S-3 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 10th day of February, 2000.
/s/ Gus A. Zuehlke
------------------
Gus A. Zuehlke
<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
---------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------
MARSHALL & ILSLEY CORPORATION
(Exact name of obligor as specified in its charter)
Wisconsin 39-0968604
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
770 North Water Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
---------------------------------
Senior Securities
(Title of the indenture securities)
---------------------------------
<PAGE>
-2-
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
-3-
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 21st day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
---------------------
James P. Freeman
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin........................................... $ 13,271
Interest-bearing balances................................... 30,165
Securities:
Held to maturity securities................................... 724
Available for sale securities................................. 54,770
Federal funds sold and securities purchased under
agreements to resell......................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income.......... $132,814
Less: Allowance for loan and lease losses......... 2,254
Less: Allocated transfer risk reserve............. 0
Loans and leases, net of unearned income, --------
allowance, and reserve..................................... 130,560
Trading Assets................................................ 53,619
Premises and fixed assets (including capitalized
leases)...................................................... 3,359
Other real estate owned....................................... 29
Investments in unconsolidated subsidiaries and
associated companies......................................... 186
Customers' liability to this bank on acceptances
outstanding.................................................. 608
Intangible assets............................................. 3,659
Other assets.................................................. 14,554
--------
TOTAL ASSETS.................................................. $332,198
========
-4-
<PAGE>
LIABILITIES
Deposits
In domestic offices............................................ $102,421
Noninterest-bearing...................... $ 41,580
Interest-bearing......................... 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's........................................ 108,233
Noninterest-bearing......................... $ 6,061
Interest-bearing......................... 102,172
Federal funds purchased and securities sold under
agreements to repurchase......................................... 47,425
Demand notes issued to the U.S. Treasury.......................... 100
Trading liabilities............................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less.................. 3,964
With a remaining maturity of more than one year
through three years........................................... 14
With a remaining maturity of more than three years............. 99
Bank's liability on acceptances executed and outstanding.......... 608
Subordinated notes and debentures................................. 5,430
Other liabilities................................................. 11,886
TOTAL LIABILITIES................................................. 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus..................... 0
Common stock...................................................... 1,211
Surplus (exclude all surplus related to preferred stock).......... 11,066
Undivided profits and capital reserves............................ 7,376
Net unrealized holding gains (losses)
on available-for-sale securities................................. (1,277)
Accumulated net gains (losses) on cash flow hedges................ 0
Cumulative foreign currency translation adjustments............... 16
TOTAL EQUITY CAPITAL.............................................. 18,392
--------
TOTAL LIABILITIES AND EQUITY CAPITAL.............................. $332,198
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B.SCHACHT )
-5-
<PAGE>
----------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)________
------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------
MARSHALL & ILSLEY CORPORATION
(Exact name of obligor as specified in its charter)
Wisconsin 39-0968604
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
770 North Water Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
--------------------------------
Subordinated Securities
(Title of the indenture securities)
---------------------------------------------
<PAGE>
-2-
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
-3-
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 21st day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
--------------------------------
James P. Freeman
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 13,271
Interest-bearing balances ......................... 30,165
Securities:
Held to maturity securities .......................... 724
Available for sale securities ........................ 54,770
Federal funds sold and securities purchased under
agreements to resell .............................. 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve..... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 130,560
Trading Assets ....................................... 53,619
Premises and fixed assets (including capitalized
leases) ........................................... 3,359
Other real estate owned .............................. 29
Investments in unconsolidated subsidiaries and
associated companies .............................. 186
Customers' liability to this bank on acceptances
outstanding ....................................... 608
Intangible assets .................................... 3,659
Other assets ......................................... 14,554
--------
TOTAL ASSETS ......................................... $332,198
========
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
Deposits
<S> <C>
In domestic offices .................................... $102,421
Noninterest-bearing .............................$41,580
Interest-bearing ................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................. 108,233
Noninterest-bearing ...............................$ 6,061
Interest-bearing ................................102,172
Federal funds purchased and securities sold under agree-
ments to repurchase ....................................... 47,425
Demand notes issued to the U.S. Treasury................... 100
Trading liabilities ....................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......... 3,964
With a remaining maturity of more than one year
through three years ................................. 14
With a remaining maturity of more than three years ..... 99
Bank's liability on acceptances executed and outstanding .. 608
Subordinated notes and debentures ......................... 5,430
Other liabilities ......................................... 11,886
TOTAL LIABILITIES ......................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............. 0
Common stock .............................................. 1,211
Surplus (exclude all surplus related to preferred stock) .. 11,066
Undivided profits and capital reserves .................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities .......................... (1,277)
Accumulated net gains (losses) on cash flow hedges ........ 0
Cumulative foreign currency translation adjustments ....... 16
TOTAL EQUITY CAPITAL ...................................... 18,392
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ...................... $332,198
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B.SCHACHT )
-5-
</TABLE>
