-----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, RwnW2deBaBmruHd21fT2FLIrMfvaVLbBGuAFGy5ehzdSzIvsw3m2aqAIUvaMg0nq /MCRpqTjeBgsncmyIYh/tA== 0000950124-94-000806.txt : 19940426 0000950124-94-000806.hdr.sgml : 19940426 ACCESSION NUMBER: 0000950124-94-000806 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN BANCORP INC /DE/ CENTRAL INDEX KEY: 0000356981 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 311385530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33934 FILM NUMBER: 94524279 BUSINESS ADDRESS: STREET 1: 10869 MONTGOMERY RD STREET 2: C/O EDWARD C MURAWSKI CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5134894888 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF MONTREAL CENTRAL INDEX KEY: 0000009622 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE M5X IAI CITY: TORONTO STATE: A6 BUSINESS PHONE: 4168677720 MAIL ADDRESS: STREET 1: CHAPMAN & CUTLER STREET 2: 111 WEST MONROE CITY: CHICAGO STATE: IL ZIP: 60657 SC 13D 1 SCHEDULE 13D 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 2 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 3 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 4 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 5 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 6 (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 7 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 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 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 (*).
Name Present Principal Occupation Business Address - ---- ---------------------------- ---------------- (unless otherwise noted) 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
Page 9 of 15 pages 10 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
Page 10 of 15 pages 11 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
12 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
Page 12 of 15 pages 13 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
Page 13 of 15 pages 14 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
Page 14 of 15 pages 15 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
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