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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 1997.
Security Capital Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 0-22588 39-1766807
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
184 W. Wisconsin Avenue
P.O. Box 3097
Milwaukee, Wisconsin 53201-3097
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 273-8090
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Item 5. Other Events.
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Security Capital Corporation, a Wisconsin corporation (the "Company"), and
Marshall & Ilsley Corporation, a Wisconsin corporation ("M&I"), have entered
into an Agreement and Plan of Merger (the "Merger Agreement") dated as of March
14, 1997 providing for the merger of the Company with and into M&I (the
"Merger"). As of the date of the Merger Agreement, the purchase price for the
outstanding shares of the Company Common Stock in the merger was $92 per share.
The purchase price consists of 12,327,390 shares of M & I Common Stock and
$376,335,605 in cash. Security shareholders will be entitled to elect what form
of consideration they receive, subject to limitations set forth in the Merger
Agreement. At the effective time of the Merger, each outstanding share of the
Company Common Stock will be converted into M&I Common Stock, cash, or a
combination thereof, based on a value determined over the 10 consecutive trading
days ending on the fifth calendar day immediately prior to the effective time of
the Merger. The transaction is structured to be tax-free to the Company
shareholders except to the extent they receive cash.
Completion of the Merger is subject to certain conditions, including (i)
approval by the shareholders of the Company; (ii) approval by the Federal
Reserve Board and other requisite regulatory authorities; (iii) receipt of
opinions of counsel for M&I and counsel for the Company that the Merger will be
treated, for federal income tax purposes, as a tax-free reorganization; and (iv)
other conditions to closing customary in transactions of this type.
Under certain circumstances, if the Merger Agreement is terminated and the
Company consummates a certain type of business combination with another party
within 18 months of such termination, the Company would be required to pay
M&I a cash fee of $30 million.
The Merger Agreement is attached hereto as an exhibit and incorporated
herein by reference. The foregoing summary of such exhibit is qualified in its
entirety by reference to the complete text of such exhibit.
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Cautionary Statement for Purposes of the Private Securities Litigation Reform
Act of 1995
This Current Report and other written and oral statements made by or on
behalf of the Company contain, or may contain, certain "forward-looking
statements," including statements concerning plans, objectives and future events
or performance, and other statements which are other than statements of
historical fact. Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, but are not
limited to, the following: (i) failure to fully realize or to realize within the
expected time frame expected cost savings from the Merger; (ii) lower than
expected income or revenues following the Merger, or higher than expected
operating costs; (iii) a significant increase in competitive pressure in the
banking and financial services industry; (iv) business disruption related to the
Merger (both before and after completion); (v) greater than expected costs or
difficulties related to the integration of the management of the Company and
M&I; (vi) litigation costs and delays caused by litigation; (vii) higher than
anticipated costs in completing the Merger; (viii) unanticipated regulatory
delays or constraints or changes in the proposed transaction required by
regulatory authorities; (ix) reduction in interest margins due to changes in the
interest rate environment; (x) poorer than expected general economic conditions,
including acquisition and growth opportunities, either nationally or in the
states in which the combined company will be doing business; (xi) legislation or
regulatory changes which adversely affect the businesses in which the combined
company would be engaged; (xii) price or other market factors which may
adversely impact the Company's share repurchase program; and (xiii) other
unanticipated occurrences which may delay the consummation of the Merger,
increase the costs related to the Merger or decrease the expected financial
benefits of the Merger.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit
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No. Description
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2.1 Agreement and Plan of Merger dated as of March 14, 1997 between
the Company and M&I
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 18, 1997
SECURITY CAPITAL CORPORATION
By: /s/ William G. Schuett, Sr.
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William G. Schuett, Sr.
President and Chief
Executive Officer
