- Post-effective Amendment to an automatic shelf registration of Form S-3ASR or Form F-3ASR (POSASR)
06 Luglio 2011 - 6:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6, 2011
File No. 333-169927
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Wisconsin
|
|
20-8995389
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
|
|
|
c/o BMO Financial Corp.
111 West Monroe Street
P.O. Box 755
Chicago, Illinois, USA 60690
Tel: +1 312-461-7745
|
|
|
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
|
|
|
|
|
|
|
Colleen Hennessy
111 West Monroe Street
P.O. Box 755
Chicago, Illinois, USA 60690
Tel: +1 312-461-7745
|
|
|
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Not Applicable
(Approximate date of commencement of proposed sale to the public)
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) to the Registration Statement on Form S-3 (File
No. 333-169927) (the Registration Statement) initially filed with the Securities and Exchange Commission on October 13, 2010 by Marshall & Ilsley Corporation, a Wisconsin corporation (M&I), is being
filed to deregister all unsold securities of M&I that were registered under the Registration Statement.
On July 5,
2011, pursuant to an Agreement and Plan of Merger, dated December 17, 2010, as supplemented and amended, by and among M&I, Bank of Montreal (BMO) and Mike Merger Sub, LLC, an indirect wholly-owned subsidiary of BMO (Merger
Sub), M&I merged with and into Merger Sub, with Merger Sub as the surviving entity (the Initial Merger). Immediately thereafter, Merger Sub merged with and into Harris Financial Corp., a Delaware corporation and Merger
Subs direct parent (BFC), with BFC as the surviving corporation, which was renamed BMO Financial Corp. pursuant to the certificate of merger (collectively with the Initial Merger, the Mergers).
As a result of the Mergers, BFC, as successor to M&I by virtue of the Mergers, has terminated all offerings of M&Is
securities pursuant to its registration statements, including the Registration Statement. BFC hereby removes from registration, by means of this Post-Effective Amendment, any of the registered securities that remain unsold under the Registration
Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective
Amendment to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
BMO FINANCIAL CORP.
as successor by merger to Marshall & Ilsley Corporation
|
|
|
|
|
|
By:
|
|
/
S
/ E
LLEN
M.
C
OSTELLO
|
|
July 6, 2011
|
|
|
Ellen M. Costello
|
|
|
|
|
Chief Executive Officer and President
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
NAME
|
|
TITLE
|
|
DATE
|
|
|
|
/
S
/ E
LLEN
M.
C
OSTELLO
Ellen M. Costello
|
|
Chief Executive Officer and President, Director
(principal executive officer)
|
|
July 6, 2011
|
|
|
|
/
S
/ P
AMELA
C.
P
IAROWSKI
Pamela C. Piarowski
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
|
July 6, 2011
|
|
|
|
/
S
/ S
TEPHAN
E.
B
ACHAND
Stephan E. Bachand
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ P
ASTORA
S
AN
J
UAN
C
AFFERTY
Pastora San Juan Cafferty
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ F
RANK
M.
C
LARK
Frank M. Clark
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ S
USAN
T.
C
ONGALTON
Susan T. Congalton
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ J
OHN
W.
D
ANIELS
John W. Daniels
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ A
RNOLD
W.
D
ONALD
Arnold W. Donald
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ W
ILLIAM
A.
D
OWNE
William A. Downe
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ M
ARK
F.
F
URLONG
Mark F. Furlong
|
|
Director
|
|
July 6, 2011
|
|
|
|
|
|
NAME
|
|
TITLE
|
|
DATE
|
|
|
|
/
S
/ D
AVID
A.
G
ALLOWAY
David A. Galloway
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ D
AVID
J.
L
UBAR
David J. Lubar
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ J
EROME
A.
P
ERIBERE
Jerome A. Peribere
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ J
OHN
R
AU
John Rau
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ J
OHN
S
HIELY
John Shiely
|
|
Director
|
|
July 6, 2011
|
|
|
|
/
S
/ M
ICHAEL
V
AN
H
ANDEL
Michael Van Handel
|
|
Director
|
|
July 6, 2011
|
Grafico Azioni Marshall & Ilsley (NYSE:MI)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Marshall & Ilsley (NYSE:MI)
Storico
Da Mag 2023 a Mag 2024