<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) /*/
Suburban Bancorp, Inc.
(Name of Issuer)
Class A Common Stock, $1.00 par value
Class B Common Stock, $1.00 par value
(Title of Class of Securities)
Class A: 864346200
Class B: 864346900
(CUSIP Number)
Dereck M. Jones
Senior Vice-President, Secretary and General Counsel
Bank of Montreal
1 First Canadian Place
Toronto, Ontario M5X 1A1
Canada
(416) 867-7720
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ X ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
/*/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT THE REPORTING
PERSON IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THE STATEMENT.
Page 1 of 15 pages
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CUSIP NO. CLASS A: 864346200
CLASS B: 864346900
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of Montreal
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY CLASS A: 277,565 SHARES
OWNED BY CLASS B: 1,140,359 SHARES
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A: 277,565 SHARES
CLASS B: 1,140,359 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1% OF CLASS A
90.8% OF CLASS B
79.6% OF TOTAL VOTING POWER
14 TYPE OF REPORTING PERSON
BK
Page 2 of 15 pages
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ITEM 1. SECURITY AND ISSUER
This Statement relates to shares of Class A Common Stock, par value
$1.00, and Class B Common Stock, par value $1.00 (collectively, "Issuer Common
Stock"), of Suburban Bancorp, Inc. (the "Issuer"). In accordance with the
Issuer's Certificate of Incorporation, the holders of Class A Common Stock are
entitled to one vote per share on all matters to be voted on by the Issuer's
stockholders and the holders of Class B Common Stock are entitled to ten votes
per share on all matters to be voted on by the Issuer's stockholders. As of
April 15, 1994, there were 2,113,514 shares of Class A Common Stock and
1,256,486 shares of Class B Common Stock issued and outstanding.
The address of the Issuer's principal executive offices is 50 North
Brockway, Palatine, Illinois 60067.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). This Statement is being filed by Bank of
Montreal, a bank incorporated under the laws of Canada ("BMO"). BMO is engaged
in the business of banking in Canada and elsewhere. BMO's head office is
located at 129 Rue Saint-Jacques, Montreal, Quebec, H2Y 1L6, Canada. The
address of BMO's executive offices is 1 First Canadian Place, Toronto, Ontario
M5X 1A1, Canada.
The names, business addresses, principal occupations and citizenship
of the directors and executive officers of BMO are set forth in Annex A hereto.
(d) and (e). During the last five years, BMO and, to the best
knowledge of BMO, the directors and executive officers of BMO, have not (i)
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding have been or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Agreement (defined below) was entered into by the Stockholders
(defined below) in consideration of the substantial expenses incurred and to be
incurred by BMO in connection with the Merger Agreement (defined below). Such
funds have been provided from BMO's working capital. However, no cash
consideration was paid by BMO for obtaining the Agreement from the
Stockholders.
Page 3 of 15 pages
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ITEM 4. PURPOSE OF TRANSACTION
BMO has entered into a voting agreement (the "Agreement") with certain
stockholders of the Issuer (the "Stockholders"), a copy of which is attached as
an exhibit to the Form 8-K filed by the Issuer on April 18, 1994 (the "Form
8-K") and incorporated herein by reference. Execution and delivery of the
Agreement by the Stockholders is a condition precedent to the consummation of
the merger as contemplated by the Merger Agreement dated as of April 15, 1994
by and among the Issuer, BMO and Harris Bankmont, Inc., a wholly-owned
subsidiary of BMO ("HBI") (the "Merger Agreement"), a copy of which is attached
as an exhibit to the Form 8-K and incorporated herein by reference. Although
the Stockholders retain beneficial ownership of the shares subject to the
Agreement, the Stockholders have agreed to vote their shares in order to
facilitate the approval of the Merger Agreement. Pursuant to the Merger
Agreement, the Issuer will be merged with and into HBI (the "Merger").
The Agreement calls for each Stockholder to vote or cause to be voted
or express a written consent with respect to all of such Stockholder's shares
(a) in favor of the adoption and approval of the Merger Agreement and the
Merger and (b) against any other Acquisition Proposal (as such term is defined
in the Merger Agreement) (see ITEM 6).
As a result of the Merger, each outstanding share of Issuer Common
Stock will be converted into common stock of BMO ("BMO Common Stock"). The
Merger is expected to be tax free to the Issuer's stockholders. Some of the
basic terms of the Merger are summarized below.
The number of shares or fractions thereof of BMO Common Stock to be
issued in the Merger is subject to adjustment, pursuant to an exchange ratio
contained in the Merger Agreement. Each share of Issuer Common Stock issued
and outstanding immediately prior to the time when the Merger shall become
effective, other than those shares held by Dissenting Stockholders (as such
term is defined in the Merger Agreement), shall be converted into the right to
receive either (i) if the BMO Stock Price (as such term is defined in the
Merger Agreement) is greater than or equal to U.S. $18.1059 and less than or
equal to U.S. $20.9646, 3.9352 Common Shares, no par value of BMO Common Stock;
(ii) if the BMO Stock Price is greater than U.S. $20.9646, the number of shares
of BMO Common Stock equal to U.S. $82.50 divided by the BMO Stock Price; or
(iii) if the BMO Stock Price is less than U.S. $18.1059, the number of shares
of BMO Common Stock equal to U.S. $71.25 divided by the BMO Stock Price.
The final exchange ratio will be based on the average of the closing
prices of BMO Common Stock on the twenty (20) days immediately prior to the
fourth day prior to the closing date that BMO Common Stock is traded on The
Toronto Stock Exchange and for which closing prices are reported converted into
United States dollars using the exchange rate reported in The Wall Street
Journal, Midwest Edition, on the fourth day prior to the closing date.
Fractional shares will not be issued but the value of such shares will be paid
to the holders thereof in cash.
Page 4 of 15 pages
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The Merger Agreement provides for the termination of the Merger
Agreement by BMO by written notice of such termination to the Issuer if (a) an
Acquisition Proposal (as such term is defined in the Merger Agreement), other
than as contemplated by the Merger Agreement, shall have been proposed by any
third party (and such proposal is not opposed in writing by the Issuer within
ten (10) days after the Issuer or any of the Issuer's subsidiaries shall have
first received or become aware of such proposal or the Issuer or its Board of
Directors at any time shall cease to oppose such proposal or shall take, or
permit any of its subsidiaries to take, any action which is not consistent with
opposition to such proposal) or shall have been announced, commenced, agreed to
or consummated, (b) if there shall have occurred or been proposed, after the
date of the Merger Agreement, any change in law, rule or regulation, or after
the date of the Merger Agreement there shall have been any decision or action
by any court, government or governmental agency (including, without limitation,
any bank regulatory authority) that could reasonably be expected to prevent or
materially delay consummation of the Merger or that would have a material
adverse effect with respect to the Issuer, or (c) if the BMO Stock Price is
less than U.S. $14.2939. In addition, under certain circumstances, BMO or the
Issuer may terminate the Merger Agreement upon certain other events, as
specified in the Merger Agreement.
As a result of the conversion of the Issuer Common Stock pursuant to
the Merger, all shares of Issuer Common Stock will no longer be quoted on
NASDAQ, will not be listed on any national securities exchange and will be
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
Other plans or proposals contemplated by the Merger Agreement which
relate to or would result in any of the events set forth in Item 4(a) through
(j) of Schedule 13D, and which are not discussed above, are described in the
Merger Agreement.
The foregoing summary of the terms of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which is attached as an exhibit to the Form
8-K and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) BMO has entered into the Agreement with the
Stockholders, who hold shares constituting, in the aggregate, 13.1% of the
outstanding Class A Common Stock and 90.8% of the outstanding Class B Common
Stock of the Issuer (see page 2 hereof for the number of shares). This
represents 79.6% of the total voting power of the Issuer Common Stock. The
Stockholders have agreed, among other things, to vote their shares in favor of
the Merger Agreement and against certain other transactions. BMO has not
acquired such shares and it will not have sole voting and investment power with
respect thereto. As a result of the Agreement, BMO may be deemed to have
shared voting power with respect to the shares of Class A and Class B Common
Stock owned by the Stockholders. The Stockholders are expected to file a
Schedule 13D with the SEC. BMO disclaims beneficial ownership of such shares.
Neither BMO nor any of its subsidiaries beneficially owns any shares
of Issuer Common Stock. To the best knowledge of BMO, none of BMO's executive
officers or directors beneficially owns any shares of the Issuer Common Stock.
Page 5 of 15 pages
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(c) There have been no transactions in shares of Issuer Common
Stock by BMO, or to the best knowledge of BMO, by any of BMO's executive
officers or directors, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Agreement
Set forth below is a description of selected provisions of the
Agreement.
The Agreement provides that the Stockholders, in consideration of the
substantial expenses incurred and to be incurred by BMO in connection with the
Merger Agreement, shall vote or cause to be voted or express a written consent
with respect to all of such Stockholder's shares:
(a) in favor of adoption and approval of the Merger Agreement and
the Merger at every meeting of the stockholders of the Issuer at which such
matters are considered and at every adjournment thereof and in connection with
every proposal to take action by written consent with respect thereto, and
(b) against any other Acquisition Proposal (as such term is
defined in the Merger Agreement) at every meeting of the stockholders of the
Issuer at which such matters are considered and at every adjournment thereof
and in connection with every proposal to take action by written consent with
respect thereto.
In the event that (i) the Merger Agreement is amended after the date
thereof to increase the Per Share Stock Consideration (as such term is defined
in the Merger Agreement) or (ii) the Merger Agreement is terminated by the
Issuer pursuant to Section 9.2(a)(iv)(C) thereof and within eighteen months
thereafter the Issuer enters into a business combination or other transaction
with a third party pursuant to which the Stockholders receive consideration
having a value of more than U.S. $75 per share, then BMO shall have the right
to require each such Stockholder to pay BMO, in cash (unless otherwise agreed
by BMO), within two business days following the consummation of the Merger or
such business combination or other transaction, an amount equal to the product
of (A) in the case of an event described in clause (i) above, the number of
shares owned by such Stockholder immediately prior to consummation of the
Merger or, in the case of an event described in clause (ii) above, the number
of shares owned by such Stockholder on the date the Merger Agreement is
terminated and (B) the amount (if any) by which the value per share actually
received by the Stockholder in connection with the Merger or such business
transaction or other transaction, as the case may be, exceeds U.S. $75.
Page 6 of 15 pages
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Each of the Stockholders further agrees to the following:
1. Each of the Stockholders agrees that such Stockholder will
not, nor will such Stockholder permit any entity under such Stockholder's
control to, deposit any of such Stockholder's shares in a voting trust or
subject any of their shares to any agreement, arrangement or understanding with
respect to the voting of such shares inconsistent with the Agreement.
2. During the term of the Agreement, each Stockholder agrees not
to sell, assign, transfer or dispose of such Stockholder's shares except for up
to an aggregate of 75,000 shares by all Stockholders; provided, however, the
foregoing shall not preclude the pledge of any Stockholder's shares so long as
such Stockholder retains all voting rights with respect thereto.
The Agreement shall terminate upon the earlier of (i) the Effective
Time (as such term is defined in the Merger Agreement) of the Merger and (ii)
the date on which the Merger Agreement is terminated in accordance with its
terms. Upon such termination, no party shall have any further obligations or
liabilities under the Agreement; provided that such termination shall not
relieve any party from liability for any breach of the Agreement prior to such
termination.
The foregoing summary of the terms of the Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is attached as an exhibit to the Form 8-K and
incorporated herein by reference.
Merger Agreement
Issuer and BMO are also parties to the Merger Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Voting Agreement, dated as of April 15, 1994, by and among BMO
and the Stockholders (incorporated by reference to Exhibit 2(b) to the Issuer's
Current Report on Form 8-K filed on April 18, 1994, File No. 0-11138).
(b) Merger Agreement, dated as of April 15, 1994, by and among the
Issuer, BMO and HBI (incorporated by reference to Exhibit 2(a) to the Issuer's
Current Report on Form 8-K filed on April 18, 1994, File No. 0-11138).
Page 7 of 15 pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 25, 1994 BANK OF MONTREAL
By: /s/ Dereck M. Jones
-----------------------------
Name: Dereck M. Jones
Title: Senior Vice-President, Secretary
and General Counsel
Page 8 of 15 pages
<PAGE> 9
ANNEX A
The following sets forth the name, business address, citizenship and
present principal occupation or employment, together with the name, principal
business and address (if different from the business address) of any
corporation in which such employment is conducted, of each of the directors and
executive officers of Bank of Montreal ("BMO"). Unless otherwise noted, the
citizenship is Canadian. Directors of BMO are marked with an asterisk (*).
<TABLE>
<CAPTION>
Name Present Principal Occupation Business Address
- ---- ---------------------------- ----------------
(unless otherwise noted)
<S> <C> <C>
Matthew W. Barrett* Chairman and Chief Executive 1 First Canadian Place
Officer Toronto, Ontario
M5X 1A1
BMO Canada
F. Anthony Comper* President and Chief Operating 1 First Canadian Place
Officer Toronto, Ontario
M5X 1A1
BMO Canada
Ralph M. Barford* President 20 Eglinton Ave. W.
Toronto, Ontario
Valleydene Corporation Limited Canada
David R. Beattly, O.B.E.* President 22 St. Clair Ave. E.
Toronto, Ontario
Weston Foods Ltd. M4T 2S3
Canada
Peter J.G. Bentley, O.C., Chairman and Chief Executive 3000-1055 Dunsmuir St
LL.D.* Officer P.O. Box 49420
Bentall Postall Station
Canfor Corporation Vancouver, B.C.
V7X 1B5
Canada
Pierre Cote, C.M.* Chairman of the Board 800 Rene Levesque Blvd. West
23rd Floor
Celanese Canada Inc. Montreal, Quebec
H3B 1Z1
Canada
</TABLE>
Page 9 of 15 pages
<PAGE> 10
<TABLE>
<S> <C> <C>
Charles William Daniel, Corporate Director/Consultant 3800 Yonge St.-Apt. 219
O.C., LL.D.* North York, Ontario
M4N 3P7
Canada
(Residence)
Graham R. Dawson* President #1066 - 999 West Hastings St.
Vancouver, B.C.
G. R. Dawson Holdings Limited V6C 2W2
Canada
Louis A. Desrochers, Senior Partner #500 at 10199-101st Street
C.M., Q.C.* Edmonton, Alberta
McCuaig Desrochers, T5J 3Y4
Barristers and Solicitors Canada
John F. Fraser, O.C., Chairman One Lombard Place
LL.D.* Suite 600
Federal Industries Ltd. Winnipeg, Manitoba
R3B 0X3
Canada
Wilbur H. Gantz* President and Chief Executive 5215 Old Orchard Rd.
(U.S. citizen) Officer Skokie, Illinois 60077
U.S.A.
PathoGenesis Corporation
James Jay Glasser* Chairman, President and 500 West Monroe
(U.S. citizen) Chief Executive Officer Chicago, Illinois 60661
U.S.A.
GATX Corporation
John H. Hale* Retired Managing Director 71 Eaton Terrace
(Canadian and British London, SW1 W8TN
citizen) Pearson plc U.K.
(Residence)
Donald S. Harvie, O.C.* Chairman 770-999 Eighth Street S.W.
Calgary, Alberta
Devonian Foundation T2P 1J7
Canada
</TABLE>
Page 10 of 15 pages
<PAGE> 11
<TABLE>
<S> <C> <C>
Robert E. Kadlec* President and 1111 West Georgia St.
Chief Executive Officer 24th Floor
Vancouver, B.C.
BC Gas Inc. V6E 4M4
Canada
Betty Kennedy, O.C., Broadcast Journalist 68 Old Mill Road
LL.D.* Toronto, Ontario
M8X 1G8
Canada
Geraldine A. Kenney- President and Vice-Chancellor Gilmour Hall, Room 238
Wallace, Ph.D. D.Sc., 1280 Main Street West
LL.D.* McMaster University, Hamilton Hamilton, Ontario
(Canadian and British L8S 4L8
citizen) Canada
Stanley Kwok* Chairman 321 Water Street
2nd Floor
Amara International Investment Vancouver, B.C.
Corp. V6B 1B8
Canada
J. Blair Macaulay* Partner P.O. Box 100
First Canadian Place
Fraser & Beatty, Toronto, Ontario
Barristers and Solicitors M5X 1B2
Canada
Ronald N. Mannix* Chairman and Chief Executive Suite 3000, 707 8th Ave. S.W.
Officer Calgary, Alberta
T2P 1H5
Loram Corporation Canada
Robert H. McKercher, Q.C.* Senior Partner 374 3rd Ave. S.
Saskatoon, Sask.
McKercher McKercher Laing S1K 1M5
& Whitmore, Canada
Barristers and Solicitors
Eric H. Molson* Chairman of the Board 1555 Notre Dame Est.
Montreal, Quebec
The Molson Companies Limited H2L 2R5
Canada
Page 11 of 15 pages
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
Jean C. Monty* President and Chief Executive 3 Robert Speck Parkway
Officer Mississauga, Ontario
L4Z 3C8
Northern Telecom Limited Canada
William D. Mulholland, Corporate Director 302 Bay Street - 4th Fl.
LL.D.* Toronto, Ontario
(U.S. citizen) (Former Chairman, BMO) M5X 1A1
Canada
Jerry E. A. Nickerson* Chairman P.O. Box 130
265 Commercial Street
H. B. Nickerson & Sons Ltd. North Sydney,
Nova Scotia B2A 3M2
Canada
Jeremy H. Reitman* President 250 Suave Street West
Montreal, Quebec
Rietmans (Canada) Limited H3L 1Z2
Canada
Guylaine Saucier, C.M., Corporate Director 1321, rue Sherbrooke ouest
F.C.A.* # C-61
Montreal, Quebec
H3G 1J4
Canada
William W. Stinson* Chairman and Chief Executive P.O. Box 6042
Officer Station Centre Ville
Montreal, Quebec
Canadian Pacific Limited H3C 3E4
Canada
Mary Alice Stuart, C.M., Chairman 150 Mutual Street
O. Ont., LL.D.* Toronto, Ontario
CJRT-FM Inc. M5B 2M1
Canada
James C. Thackray* Director 1050 Beaver Hall Hill
Montreal, Quebec
Bell Canada Canada
</TABLE>
Page 12 of 15 pages
<PAGE> 13
<TABLE>
<S> <C> <C>
Lorne C. Webster* Chairman and Chief Executive 1100 University Street
Officer Suite 1200
Montreal, Quebec
Prenor Group Ltd. H3B 3A4
Canada
Jeffrey S. Chisholm Vice Chairman, Corporate and 100 King Street West
(U.S. citizen) Institutional Financial Services Toronto, Ontario
M5X 1A1
BMO Canada
Keith O. Dorricott, F.C.A. Vice Chairman, Corporate 1 First Canadian Place
Services Toronto, Ontario
M5X 1A1
BMO Canada
Ronald G. Rogers Senior Executive Vice-President, 1 First Canadian Place
Personal and Commercial Toronto, Ontario
Financial Services M5X 1A1
Canada
BMO
Lloyd C. Atkinson Executive Vice-President and 1 First Canadian Place
(Canadian & U.S. Chief Economist Toronto, Ontario
citizen) M5X 1A1
BMO Canada
Brian J. Steck Vice Chairman, Investment 1 First Canadian Place
Banking Toronto, Ontario
M5X 1A1
BMO Canada
Yvan J. P. Bourdeau Executive Vice-President and 1 First Canadian Place
Treasurer Toronto, Ontario
M5X 1A1
BMO Canada
Lloyd F. Darlington Executive Vice-President, 55 Bloor Street West
Operations Toronto, Ontario
M4W 3N5
BMO Canada
</TABLE>
Page 13 of 15 pages
<PAGE> 14
<TABLE>
<S> <C> <C>
George W. Hopkins Executive Vice-President, 55 Bloor Street West
Corporate Staff Toronto, Ontario
M4W 3N5
BMO Canada
Neil R. Macmillan Executive Vice-President, Risk 1 First Canadian Place
Management Policy Toronto, Ontario
M5X 1A1
BMO Canada
Michael R. P. Rayfield Executive Vice-President, 1 First Canadian Place
Corporate Toronto, Ontario
Banking M5X 1A1
Canada
BMO
Deanna Rosenswig Executive Vice-President 1 First Canadian Place
Toronto, Ontario
BMO M5X 1A1
Canada
Robert B. Wells, C.A. Executive Vice-President and 1 First Canadian Place
Chief Financial Officer Toronto, Ontario
M5X 1A1
BMO Canada
Andrew R. White Executive Vice-President, 55 Bloor Street West
Marketing and Planning, Toronto, Ontario
Personal and Commercial M4W 3N5
Financial Services Canada
BMO
Dereck M. Jones Senior Vice-President, Secretary 1 First Canadian Place
and General Counsel Toronto, Ontario
M5X 1A1
BMO Canada
Sohrab Zargham, F.C.A. Senior Vice-President and Chief 55 Bloor Street West
Auditor Toronto, Ontario
M4W 3N5
BMO Canada
</TABLE>
Page 14 of 15 pages
<PAGE> 15
<TABLE>
<S> <C> <C>
Christopher B. Begy, C.A. Chief Accountant 55 Bloor Street West
Toronto, Ontario
BMO M4W 3N5
Canada
Vinay K. Sarin Vice President and Corporate 1 First Canadian Place
Controller Toronto, Ontario
M5X 1A1
BMO Canada
Thomas C. Wright Executive Vice-President 111 West Monroe Street
Chicago, Illinois 60690
BMO U.S.A
</TABLE>
Page 15 of 15 pages
