0000892712-11-000570.txt : 20110707 0000892712-11-000570.hdr.sgml : 20110707 20110707134302 ACCESSION NUMBER: 0000892712-11-000570 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110705 FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL & ILSLEY CORP/WI/ CENTRAL INDEX KEY: 0000062741 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 390968604 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ATTN: OFFICE OF THE GENERAL COUNSEL STREET 2: 770 NORTH WATER STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KUESTER DENNIS J CENTRAL INDEX KEY: 0001023891 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15403 FILM NUMBER: 11955763 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-07-05 1 0000062741 MARSHALL & ILSLEY CORP/WI/ MI 0001023891 KUESTER DENNIS J 770 NORTH WATER STREET MILWAUKEE WI 53202 1 0 0 0 Common Stock 2011-07-05 4 D 0 458848 D 0 D Common Stock 2011-07-05 4 D 0 4184.36 D 0 I By Directors Deferred Stock Plan Common Stock 2011-07-05 4 D 0 1115 D 0 I By IRA Common Stock 2011-07-05 4 D 0 1135 D 0 I By Trust Stock Option (Right to Buy) 23.911 2011-07-05 4 D 0 245527 D 2011-12-20 Common Stock 245527 0 D Stock Option (Right to Buy) 5.90 2011-07-05 4 D 0 2000 D 2019-04-28 Common Stock 2000 0 D Stock Option (Right to Buy) 9.08 2011-07-05 4 D 0 2000 D 2020-04-27 Common Stock 2000 0 D Stock Option (Right to Buy) 21.3665 2011-07-05 4 D 0 270581 D 2012-10-25 Common Stock 270581 0 D Stock Option (Right to Buy) 22.25 2011-07-05 4 D 0 2000 D 2018-04-22 Common Stock 2000 0 D Stock Option (Right to Buy) 26.3064 2011-07-05 4 D 0 202936 D 2013-10-27 Common Stock 202936 0 D Stock Option (Right to Buy) 31.3949 2011-07-05 4 D 0 202936 D 2014-10-27 Common Stock 202936 0 D Stock Option (Right to Buy) 31.4024 2011-07-05 4 D 0 150323 D 2017-10-19 Common Stock 150323 0 D Stock Option (Right to Buy) 32.046 2011-07-05 4 D 0 202936 D 2015-10-28 Common Stock 202936 0 D Stock Option (Right to Buy) 35.975 2011-07-05 4 D 0 182642 D 2016-10-30 Common Stock 182642 0 D Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO"), pursuant to which, effective July 5, 2011, Marshall & Ilsley Corporation merged with and into a subsidiary of BMO (the "Merger"), in exchange for 57,677 shares of BMO common stock having a market value of $63.15 per share. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 525 shares of BMO common stock having a market value of $63.15 per share. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 140 shares of BMO common stock having a market value of $63.15 per share. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 142 shares of BMO common stock having a market value of $63.15 per share. This option which vested on 12/20/2001, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 30,862 shares of BMO common stock for $190.22 per share. This option which vested on 4/28/2009, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $46.94 per share. This option which vested on 4/27/2010, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $72.24 per share. This option which vested on 10/25/2002, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 34,012 shares of BMO common stock for $169.98 per share. This option which vested on 4/22/2008, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $177.01 per share. This option which vested on 10/27/2003, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 25,509 shares of BMO common stock for $207.13 per share. This option which vested on 10/27/2004, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 25,509 shares of BMO common stock for $249.76 per share. This option which vested on 10/19/2007, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 18,895 shares of BMO common stock for $249.82 per share. This option which vested on 10/28/2005, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 25,509 shares of BMO common stock for $254.94 per share. This option which vested on 10/30/2006, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 22,958 shares of BMO common stock for $286.20 per share. On July 5, 2011, Bank of Montreal ("BMO") and Marshall & Ilsley Corporation ("M&I") completed their previously announced transaction whereby M&I was merged (the "Merger") with and into a wholly-owned subsidiary of BMO ("Merger Sub"), with Merger Sub continuing as the surviving entity. Pursuant to the Merger Agreement dated December 17, 2010, as supplemented, by and among BMO, M&I and Merger Sub, in the Merger, each share of M&I common stock outstanding immediately prior to the merger was converted into the right to receive 0.1257 shares of BMO common stock. No fractional shares of BMO common stock will be issued in connection with the Merger, and holders of M&I common stock are entitled to receive cash in lieu thereof. Jodi Rosenthal (as attorney-in-fact) 2011-07-07