-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ksOV3fF3V2BTMVFxBPYLwChJ6Zt/GHx6XA0mgJQ+kyxnyG4dMkEhR/baLOgpGtxI 5PtQ6ZQjTZkfO3mp0VlUsw== 0000062741-94-000026.txt : 19940701 0000062741-94-000026.hdr.sgml : 19940701 ACCESSION NUMBER: 0000062741-94-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940531 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL & ILSLEY CORP/WI/ CENTRAL INDEX KEY: 0000062741 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 390968604 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01220 FILM NUMBER: 94534087 BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 8-K 1 FORM 8-K 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): May 31, 1994 ------------ Marshall & Ilsley Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 0-1220 39-0968604 - - - ---------------------------- ------------ ---------------------- (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 770 North Water Street, Milwaukee, WI 53202 - - - ---------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (414) 765-7801 ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets ------------------------------------ On May 31, 1994, Valley Bancorporation ("Valley") merged (the "Merger") with and into Marshall & Ilsley Corporation ("M&I"), pursuant to an Agreement and Plan of Merger dated as of September 19, 1993 between Valley and M&I (the "Merger Agreement"). Pursuant to the Merger Agreement, each outstanding share of Valley common stock, $.50 par value (the "Valley Common Stock"), was converted into 1.72 shares of M&I common stock, $1.00 par value ("M&I Common Stock"), with cash in lieu of fractional shares. On May 31, 1994, there were 20,771,197 shares of Valley Common Stock outstanding. For further information with respect to the Merger, reference is hereby made to the Joint Proxy Statement - Prospectus of M&I dated December 30, 1993, a copy of which was previously reported (within the meaning of instruction B.3 to Form 8-K) by M&I in its Current Report on Form 8-K dated February 23, 1994 and M&I's Press Release dated May 31, 1994 which is included as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired ------------------------------------------- The following audited consolidated financial statements of Valley, including the notes thereto, are contained in Valley's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, which was previously reported by M&I as Exhibit 99 to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994: Report of Independent Accountants Consolidated Statements of Financial Position as of December 31, 1993 and 1992 Consolidated Statements of Income for the years ended December 31, 1993, 1992 and 1991 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993, 1992 and 1991 Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements The following unaudited consolidated financial statements of Valley, including the notes thereto, are contained in Valley's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994, which was previously reported by M&I in its Current Report on Form 8-K dated May 17, 1994: Consolidated Statement of Financial Position as of March 31, 1994 Consolidated Statements of Income for the three months ended March 31, 1994 and March 31, 1993 Consolidated Statements of Shareholders' Equity for the three months ended March 31, 1994 and March 31, 1993 Consolidated Statements of Cash Flows for the three months ended March 31, 1994 and March 31, 1993 Notes to Consolidated Financial Statements (b) Pro forma Financial Information ------------------------------- The following unaudited pro forma combined condensed financial information was previously reported as Exhibits 99.1 and 99.2 to M&I's Quarterly Report on Form 10-Q for the three months ended March 31, 1994: Pro Forma Combined Condensed Balance Sheets as of March 31, 1994 Pro Forma Combined Condensed Income Statements for the three months ended March 31, 1994 and March 31, 1993 and the year ended December 31, 1993 The following unaudited pro forma combined condensed financial information was previously reported in M&I's Current Report on Form 8-K dated February 23, 1994: Pro Forma Combined Condensed Income Statements for the years ended December 31, 1992 and 1991 (c) Exhibits -------- Exhibit No. Description ----------- ----------- 99.1 Press Release dated May 31, 1994 SIGNATURE 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. Marshall & Ilsley Corporation /s/ M.A. Hatfield -------------------------------- M.A. Hatfield, Senior Vice President and Secretary Date: June 10, 1994 EX-99 2 EXHIBIT 99.1 Exhibit 99.1 ------------ News Release Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 For release: Immediately For further information: M. A. Hatfield (414) 765-7809 MARSHALL & ILSLEY CORPORATION ANNOUNCES COMPLETION OF ITS ACQUISITION OF VALLEY BANCORPORATION Milwaukee, WI -- May 31, 1994 -- Marshall & Ilsley Corporation today announced the completion of its acquisition of Valley Bancorporation, a $4.6 billion holding company based in Appleton, Wisconsin. Under the terms of the agreement, Valley shareholders will receive 1.72 shares of M&I common stock for each share of Valley common stock held. The two companies announced they had signed a definitive merger agreement on September 19, 1993. Marshall & Ilsley Corporation, headquartered in Milwaukee, Wisconsin, will now have over $12 billion in assets. The Corporation has 54 affiliated banks serving the state from more than 225 banking offices and one bank in Phoenix, Arizona with 12 offices. Marshall & Ilsley Corporation stock is traded on NASDAQ under the symbol "MRIS." # # # -----END PRIVACY-ENHANCED MESSAGE-----