-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0Bt1RmhQ82lU1SbT295VhKTy1sREEwmsqVU/VjFXZTtb2xLzNQLkmkyKWaZnQPx KUSbyxbWS2g/eXpjGNoR3g== 0000892712-97-000086.txt : 19971107 0000892712-97-000086.hdr.sgml : 19971107 ACCESSION NUMBER: 0000892712-97-000086 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTAGE BANCORP INC CENTRAL INDEX KEY: 0000881892 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 391714425 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42417 FILM NUMBER: 97709158 BUSINESS ADDRESS: STREET 1: 5935 SEVENTH AVE CITY: KENOSHA STATE: WI ZIP: 53141 BUSINESS PHONE: 4146584861 MAIL ADDRESS: STREET 1: P.O. BOX 728 CITY: KENOSHA STATE: WI ZIP: 53141 FILED BY: 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 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ADVANTAGE BANCORP, INC. (Name of issuer) Common Stock, $.01 par value (Title of Class of Securities) 00755c100 (CUSIP Number) Michael A. Hatfield Senior Vice President and Secretary Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 (414) 765-7801 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1997 (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 . 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). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marshall & Ilsley Corporation IRS #39-0968604 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin NUMBER OF 7 Sole Voting Power SHARES 643,930* BENEFICIALLY OWNED BY 8 Shared Voting Power EACH 0 REPORTING PERSON 9 Sole Dispositive Power WITH 643,930* 10 Shared Dispositive Power 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 643,930* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% 14 TYPE OF REPORTING PERSON HC *BENEFICIAL OWNERSHIP OF THE SHARES OF COMMON STOCK REPORTED HEREUNDER IS SO BEING REPORTED FOR CAUTIONARY PURPOSES SOLELY AS A RESULT OF THE STOCK OPTION AGREEMENT DESCRIBED IN ITEM 4 HEREOF. THE OPTION GRANTED PURSUANT TO SUCH STOCK OPTION AGREEMENT HAS NOT YET BECOME EXERCISABLE. MARSHALL & ILSLEY CORPORATION EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH SHARES. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is Common Stock, $.01 par value (the "Common Stock"). The name and address of the principal executive offices of the issuer of the Common Stock is Advantage Bancorp, Inc., a Wisconsin corporation (the "Company"), 5935 7th Avenue, Kenosha, Wisconsin 53140. Item 2. Identity and Background (a)-(c) and (f). This Schedule 13D is filed for Marshall & Ilsley Corporation, a Wisconsin corporation ("M&I"). M&I's principal business is a bank holding company. The business address of M&I is 770 North Water Street, Milwaukee, Wisconsin 53202. The names, business addresses, principal occupations and citizenship of the directors and executive officers of M&I are set forth in Annex A hereto and are incorporated herein by reference. (d) and (e). During the last five years, M&I and, to the knowledge of M&I, M&I's directors and executive officers have not (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) and (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 M&I and the Company have entered into a Stock Option Agreement (the "Option Agreement"), dated as of November 3, 1997, providing for the grant by the Company to M&I of an option to purchase (the "Option") up to 643,930 shares of Common Stock (subject to adjustment for certain dilutive events), but in no event in excess of 19.9% of the issued and outstanding shares of Common Stock, at an exercise price of $56.00 per share. The Option Agreement is incorporated herein by reference to Exhibit 2.2 to M&I's Current Report on Form 8-K dated November 3, 1997. The summary of the Option Agreement contained in this Schedule 13D is qualified in its entirety to the complete text of the Option Agreement. The Option is only exercisable upon the occurrence of certain triggering and exercise events as specified in the Option Agreement, none of which have occurred as of the date of this Schedule 13D. In the event that the Option becomes exercisable, M&I will fund the exercise price (estimated at approximately $36.0 million) from working capital or through other sources, which could include borrowings. Item 4. Purpose of Transaction The Option was granted in connection with the execution and delivery of an Agreement and Plan of Merger (the "Merger Agreement") dated as of November 3, 1997 between M&I and the Company providing for the merger of the Company with and into M&I and as an inducement for M&I to enter into the Merger Agreement with the Company. The description of the Merger Agreement contained herein is qualified by the description contained in M&I's Current Report on Form 8- K dated November 3, 1997 and incorporated herein by reference and the complete text of the Merger Agreement which is incorporated by reference to Exhibit 2.1 of such Current Report on Form 8-K. The Option becomes exercisable upon the occurrence of certain triggering and exercise events as specified in the Option Agreement which is incorporated herein by reference. Item 5. Interest in Securities of the Issuer (a) and (b) The Option covers 643,930 shares of Common Stock or approximately 16.6% of the outstanding Common Stock computed in accordance with Rule 13d-3(d)(1)(i). If the Option is exercised, shares of Company Common Stock acquired upon exercise will be acquired by M&I with sole voting and dispositive power. M&I disclaims beneficial ownership of shares of Company Common Stock subject to the Option until the events allowing exercise of such Option occur. (c) Except for the execution and delivery of the Merger Agreement and the Option Agreement, there have been no transactions by M&I and, to the knowledge of M&I, by any of M&I's directors or executive officers, with respect to Company Common Stock during the 60 days preceding the date of this Schedule 13D. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Merger Agreement and Option Agreement incorporated by reference in this Schedule 13D, and agreements referred to or contained therein, there are no material contracts, arrangements, understandings or relationships between M&I and any other person, or, to the knowledge of M&I, among any of M&I's executive officers and directors or between any of M&I's executive officers and directors and any other person, with respect to securities of the Company. Item 7. Material to be Filed as Exhibits (a) Agreement and Plan of Merger dated as of November 3, 1997 between M&I and the Company (incorporated by reference to Exhibit 2.1 to M&I's Current Report on Form 8-K dated November 3, 1997). (b) Stock Option Agreement dated as of November 3, 1997 between M&I and the Company (incorporated by reference to Exhibit 2.2 to M&I's Current Report on Form 8-K dated November 3, 1997). 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. November 6, 1997 MARSHALL & ILSLEY CORPORATION Date By:/s/ Michael A. Hatfield ----------------------------- Michael A. Hatfield, Senior Vice President and Secretary ANNEX A INFORMATION RELATING TO EXECUTIVE OFFICERS AND DIRECTORS OF MARSHALL & ILSLEY CORPORATION The following is a list of the executive officers and directors of Marshall & Ilsley Corporation as of the date of this Schedule 13D. To the knowledge of Marshall & Ilsley, all of the following executive officers and directors are citizens of the United States. The business address for each of the executive officers and directors is 770 North Water Street, Milwaukee, Wisconsin 53202. Executive Officers: Name Office J.B. Wigdale Chairman of the Board and Chief Executive Officer D.J. Kuester President G.H. Gunnlaugsson Executive Vice President and Chief Financial Officer Thomas M. Bolger Senior Vice President J.L. Delgadillo Senior Vice President M.A. Hatfield Senior Vice President and Secretary D.R. Jones Senior Vice President P.R. Justiliano Senior Vice President and Corporate Controller D.W. Layden, Jr. Senior Vice President Thomas J. O'Neill Senior Vice President G.D. Strelow Senior Vice President Directors: Name and Occupation Richard A. Abdoo Chairman and Chief Executive Officer, Wisconsin Electric Power Company; Chairman, President and Chief Executive Officer, Wisconsin Energy Corp. Oscar C. Boldt Chairman, The Boldt Group, Inc. J.P. Bolduc Chairman and Chief Executive Officer, JPB Enterprises, Inc. Wendel F. Bueche Chairman and Chief Executive Officer, IMC Global Inc. Jon F. Chait Executive Vice President and Chief Financial Officer, Manpower, Inc. Glenn A. Francke Retired Chairman of the Board, M&I Northern Bank Gordon H. Gunnlaugsson Executive Vice President, Marshall & Ilsley Corporation Burleigh E. Jacobs Chairman, Grede Foundries, Inc. Jack F. Kellner Retired Chairman, Western Industries, Inc. James F. Kress Chairman, Green Bay Packaging, Inc. Dennis J. Kuester President, Marshall & Ilsley Corporation; President, M&I Marshall & Ilsley Bank; Chairman and Chief Executive Officer, M&I Data Services Edward L. Meyer, Jr. President, Anamax Corporation Don R. O'Hare Chairman, Sunstrand Corporation San W. Orr, Jr. Attorney, Woodson Estate Peter M. Platten, III Retired Vice Chairman, Marshall & Ilsley Corporation J.A. Puelicher Former Chairman, Marshall & Ilsley Corporation Stuart W. Tisdale Retired Chairman and Chief Executive Officer, WICOR, Inc. J.B. Wigdale Chairman and Chief Executive Officer, Marshall & Ilsley Corporation; Chairman and Chief Executive Officer, M&I Marshall & Ilsley Bank James O. Wright Chairman, Badger Meter, Inc. Gus A. Zuehlke Retired Chairman, Valley Bancorporation -----END PRIVACY-ENHANCED MESSAGE-----