0000934729-12-000002.txt : 20120117 0000934729-12-000002.hdr.sgml : 20120116 20120117151814 ACCESSION NUMBER: 0000934729-12-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120117 DATE AS OF CHANGE: 20120117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quad/Graphics, Inc. CENTRAL INDEX KEY: 0001481792 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 391152983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85563 FILM NUMBER: 12529451 BUSINESS ADDRESS: STREET 1: N61 W23044 HARRY'S WAY CITY: SUSSEX STATE: WI ZIP: 53089-3995 BUSINESS PHONE: 414-566-6000 MAIL ADDRESS: STREET 1: N61 W23044 HARRY'S WAY CITY: SUSSEX STATE: WI ZIP: 53089-3995 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BMO FINANCIAL CORP CENTRAL INDEX KEY: 0000934729 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 510275712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 WEST MONROE STREET STREET 2: P O BOX 755 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3124615592 MAIL ADDRESS: STREET 1: 111 WEST MONROE ST STREET 2: FLOOR 21E CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS FINANCIAL CORP DATE OF NAME CHANGE: 20050906 FORMER COMPANY: FORMER CONFORMED NAME: BANKMONT FINANCIAL CO DATE OF NAME CHANGE: 20010214 FORMER COMPANY: FORMER CONFORMED NAME: BANKMONT FINANCIAL INC DATE OF NAME CHANGE: 19941228 SC 13G/A 1 quad12-11.txt Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ____________________________________________________________________ (Name of Issuer) Quad/Graphics Inc ____________________________________________________________________ (Title of Class of Securities) COM CL A ____________________________________________________________________ (CUSIP Number) 747301109 ____________________________________________________________________ (Date of Event Which Requires Filing of this Statement) Year-end Reporting Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 747301109 (1) Names of reporting persons...BMO Financial Corp I.R.S. Identification Nos. of above persons (entities only) 51-0275712 -------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (a) (b) x (3) SEC use only................................................... -------------------------------------------------------------------- (4) Citizenship or place of organization............................ A Delaware Corporation -------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power...386,341................................. (6) Shared voting power....5,659,235 *........................... (7) Sole dispositive power......386,341....................... (8) Shared dispositive power....5,659,957 *...................... -------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person 6,046,298 -------------------------------------------------------------------- * Beneficial ownership of 5,659,235 shares is specifically disclaimed. See item 4. (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions).................................................. -------------------------------------------------------------------- (11) Percent of class represented by amount in Row (9)...18.652%....... --------------------------------------------------------------------- (12) Type of reporting person (see instructions)....HC............. -------------------------------------------------------------------- Page--of--Pages----------------------------------------------------- Item 1(a) Name of issuer: Quad/Graphics Inc Item 1(b) Address of issuer's principal executive offices: N63 W23075 Highway 74 Sussex, Wi 53089-2827 United States 2(a) Name of person filing: BMO Financial Corp _____________________________________________________________________ 2(b) Address or principal business office or, if none, residence: 111 W. Monroe Street P. O. Box 755 Chicago, IL 60690 _____________________________________________________________________ 2(c) Citizenship: A Delaware Corporation _____________________________________________________________________ 2(d) Title of class of securities: Com Cl A _____________________________________________________________________ 2(e) CUSIP No.: 747301109 _____________________________________________________________________ Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with Sec. 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). Item 4. Ownership 1. (a) Amount beneficially owned: 6,046,298 (b) Percent of class: 18.652% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 386,341 (ii) Shared power to vote or to direct the vote 5,659,235 * (iii) Sole power to dispose or to direct the disposition of 386,341 (iv) Shared power to dispose or to direct the disposition of 5,659,957 * * Includes 5,659,235 shares held in one or more employee benefit plans where Marshall & Isley Trust Company NA, as directed trustee, may be viewed as having voting or dispositive authority in certain situations pursuant to SEC and Department of Labor regulations or interpretations. Pursuant to Rule 13d-4 under the Act, inclusion of such shares in this statement shall not be construed as an admission that the Reporting Person or its subsidiaries are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owners of such securities. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. See Exhibit 2 Item 6. Ownership of More than 5 Percent on Behalf of Another Person. BMO Financial Corp is reporting on this Schedule 13G securities held through its subsidiary, Marshall & Ilsley Trust Company, N.A., as trustee for certain employee benefit plans. As a result, participants in the plans are entitled to receive dividends and the proceeds from the sale of such securities. No such person is known to have such an interest relating to more than 5% of the class of subject securities except as follows: Quad/Graphics PEP ESOP Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. BMO Financial Corp., a Parent Holding Company, 111 W. Monroe St. P.O. Box 755 Chicago, Ill 60690 Filing on behalf of the following subsidiaries: BMO Nesbitt Burns, Inc., a broker-dealer One First Canadian Place 7th Floor Toronto, Ontario CANADA M5X 1H3 Jones Heward Investments Inc., a Parent Holding Company Royal Trust Tower 77 King Street West Suite 4200 Toronto, Ontario CANADA M5K 1J5 BMO Harris Investment Management Inc., an investment adviser 1 First Canadian Place 9th Floor Suite 915 Toronto, Ontario CANADA M5K 1H3 Jones Heward Investment Counsel Inc., an investment adviser Royal Trust Tower 77 King Street West Suite 4200 Toronto, Ontario CANADA M5K 1J5 BMO Investorline Inc. FCP 20th Floor Toronto, Ontario CANADA M5X 1A1 Jones Heward Funds, Canadian mutual funds Royal Trust Tower 77 King Street West Suite 4200 Toronto, Ontario CANADA M5K 1J5 The Pension Fund Society of the Bank of Montreal, a Canadian pension fund Corporate Secretary's Department First Canadian Place 23rd Floor Toronto, Ontario CANADA M5X 1A1 BMO Guardian Funds Commerce Court West Suite 4100 Toronto, Ontario Canada M5L 1E8 Harris Investment Management, Inc. 190 South LaSalle Street P.O. Box 755 Chicago, Ill 60690 BMO Trust Company 302 Bay Street 7th Floor Toronto, Ontario Canada M5X 1A1 BMO Investments, Inc 302 Bay Street 10th Floor Toronto, Ontario Canada M5X 1A1 BMO Mutual Funds 302 Bay Street 10th Floor Toronto, Ontario, Canada M5X 1A1 BMO Capital Markets Corp 3 Times Square 28th Floor New York, N.Y. 10036 BMO Nesbitt Burns Trading Corp, S.A. 3 Times Square 28th Floor New York, N.Y. 10036 Sullivan Bruyette Speros & Blaney 8444 Wstpark Drive Suite 610 McLean Va. 22102 BMO Financial Products Corp 3 Times Square 28th Floor New York, New York 10036 Bank of Montreal Securities Canada, Inc One First Canadian Place 3rd Floor Toronto, Ontario, Canada M5X 1A1 BMO Nesbitt Burns Corporation Ltd. One First Canadian Place 4th Floor Toronto, ontario, Canada M5X 1H3 BMO Nesbitt Burns Equity Partners Inc. 100 King Street West One First Canadian Place 6th Floor Toronto, Ontario, Canada M5X 1H3 Harris Investor Services 311 W. Monroe Street Chicago, Ill 60603 Bank of Montreal Holdings Inc. 350 7th Avenue S.W. Calgary, Alberta , Canada T2P 3N9 Stoker Ostler Wealth Advisors 400 North Scottsdale Road Suite 2600 Scottsdale, Arizona 85251 Marshall & Ilsley Trust Company NA 111 E Kilbourn Avenue Milwaukee, Wi 53202-6633 M&I Investment management Corp 111 E Kilbourn Avenue Milwaukee, Wi 53202-6633 North Star Trust Company 500 W Madison St #3150 Chicago, Il 60661-4580 Taplin, Canida & Hacht, LLC 1001 Brickell Bay Drive, Suite 2100 Miami, Fl 33131-4940 And filing on behalf of its parent: Bank of Montreal 1 First Canadian Place Toronto, Ontario Canada MX5 1A1 Item 8. Identification and Classification of Members of the Group See Exhibit 2 Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Dated: January 16, 2012 BMO FINANCIAL CORP. BY: (Terry Jenkins) Terry Jenkins SVP & Head of Private Bank US Schedule 13G Exhibit 1 BMO Nesbitt Burns Trading Corp S.A. is a wholly owned subsidiary of Bank of Montreal Holding Inc., which is a wholly-owned subsidiary of Bank of Montreal. BMO Nesbitt Burns, Inc. is a wholly-owned subsidiary of BMO Nesbitt Burns Corporation Limited, which is a wholly-owned subsidiary of Bank of Montreal Securities Canada Limited, which is a wholly-owned subsidiary of Bank of Montreal Holding Inc., which is a wholly-owned subsidiary of Bank of Montreal. Jones Heward Funds are Canadian mutual funds advised by Jones Heward Investment Counsel, which is a wholly-owned subsidiary of BMO Harris Investment Management Inc, which is a subsidiary of Jones Heward Investments Inc., which is a subsidiary of BMO Nesbitt Burns Inc. and the Bank of Montreal. The Pension Fund Society of the Bank of Montreal is a Canadian pension fund advised by Jones Heward Investment Counsel, which is a wholly-owned subsidiary of BMO Harris Investment Management Inc, which is a subsidiary of Jones Heward Investments Inc., which is a subsidiary of Nesbitt Burns Inc. and the Bank of Montreal. BMO Guardian Funds is a wholly-owned subsidiary of Bank of Montreal. First Canadian Mutual Funds are Canadian mutual funds advised and managed by Jones Heward Investment Counsel, BMO Harris Investment Management Inc, and First Canadian Funds Inc., which are wholly-owned direct or indirect subsidiaries of Bank of Montreal. Jones Heward Investment Counsel is a wholly-owned subsidiary of BMO Harris Investment Management Inc, which is a wholly-owned subsidiary of Jones Heward Investments Inc., which is a wholly-owned subsidiary of Bank of Montreal and Nesbitt Burns Inc. Pursuant to Rule 13d-1(k)(1)(iii), Bank of Montreal, Bank of Montreal Holding Inc., Bank of Montreal Securities Canada Limited, BMO Nesbitt Burns Corporation Limited, BMO Nesbitt Burns Inc., Jones Heward Funds, The Pension Society of the Bank of Montreal, First Canadian Funds Inc., First Canadian Mutual Funds, Jones Heward Investment Counsel Inc., Jones Heward Investment Management Inc., Jones Heward Investments Inc., BMO Nesbitt Burns Trading Corp, S.A., HIM first Canadian funds, BMO Financial, Inc, and BMO Guardian Funds,agree to this filing of Schedule 13G by Harris Financial Corp. This exhibit is submitted as proof of their agreement and authorization for Harris Financial Corp. to file on their behalf. Dated: January 16, 2012 BANK OF MONTREAL BY: (Simon Fish) Simon Fish EVP & General Counsel Legal & Financial BANK OF MONTREAL HOLDING INC. BY: (Chris Begy) Chris Begy Vice President, Chief Accountant BMO Financial Corp By: (Terry Jenkins) Terry Jenkins SVP & Head of Private Bank US BMO Nesbitt Burns, Inc By: (Robert Allair) Robert Allair Vice President and Managing director Jones Heward Investments, Inc. By: (Barry Cooper) Barry Cooper President & CEO BMO Harris Investment Management Inc. By: (Yannick Archambault) Yannick Archambault VP & National Director Jones Heward Investment Counsel Inc. By: (Dirk McRobb) Dirk McRobb SVP, Chief Administrative Officer, Chief Compliance Officer BMO Investorline Inc. By: (Tom Flanagan) Tom Flanagan President and CEO The Pension Fund Society of the Bank of Montreal By: (Claire Kyle) Claire Kyle Director BMO Guardian Funds By: (Stuart Freeman) Stuart Freeman Chief Financial Officer Harris Investment Management Inc. By: (Barry McInerney) Barry McInerney President & CEO BMO Trust Company By: (Carol Neal) Carol Neal Chief Financial Officer BMO Investments, Inc By: (Ed Legzdins) Ed Legzdins President and CEO BMO Capital Markets Corp By: (Ivan Gerstein) Ivan Gerstein VP - IBG Finance BMO Nesbitt Burns Trading Corp, S.A. By: (Ivan Gerstein) Ivan Gerstein VP - IBG Finance Sullivan Bruyette Speros & Blaney By: (Greg Sullivan) Greg Sullivan Managing Director Bank of Montreal Securities Canada Ltd. By: (Pierre Greffe) Pierre Greffe Executive Vice President - Finance BMO Nesbitt Burns Corporation Ltd. By: (Robert Allair) Robert Allair Vice president & Managing Director BMO Nesbitt Burns Equity Partners Inc. By: (Brian Staffen) Brian Staffen CFO BMO Mutual Funds By: (Ed Legzdins) Ed Legzdins President BMO Financial Products Corp By: (Ivan Gerstein) Ivan Gerstein VP - IBG finance Harris Investor Services By: (Michael Miroballi) Michael Miroballi President & COO Stoker Ostler Wealth Advisors By: (Greg D. Ostler) Greg D. Ostler Managing Director Lloyd George Management (BVI) ltd By: (Ellie Wong) Ellie Wong Manager Marshall & Ilsley Trust Company N A By: (M. Gayle Robinson) M. Gayle Robinson Senior Vice president M&I Investment Management Corp By: (Angela Palmer) Angela Palmer Vice President North Star Trust Company By: (M. Gayle Robinson) M. Gayle Robinson Senior vice President Taplin, Canida & Habacht, LLC By: (Tere Alvarez Canida) Tere Alvarez Canida President Schedule 13G Exhibit 2 This Schedule is being filed by BMO Financial Corporation, its parent company, Bank of Montreal.