UNITED STATES
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): December 21, 2005
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin | 1-15403 | 39-0968604 |
(State or other jurisdiction | (Commission | (IRS Employer |
770 North Water Street |
| |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (414) 765-7801
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01
Other Events
On December 21, 2005, Marshall & Ilsley Corporation, a Wisconsin corporation (“M&I”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trustcorp Financial, Inc., a Missouri corporation (“Trustcorp”). Subject to the terms and conditions of the Merger Agreement, Trustcorp will merge with and into M&I (the “Merger”), with M&I being the surviving corporation in the Merger. Also, on December 21, 2005, M&I and Trustcorp issued a joint press release announcing the signing of the Merger Agreement.
Under the terms of the Merger Agreement, each Trustcorp stockholder will receive 0.7011 of a share of M&I common stock and $7.70 in cash for each share of Trustcorp common stock. Based on the price of M&I’s shares at the close of business on Tuesday, December 20, 2005, the total transaction value is approximately $181 million, or $38.44 per share of Trustcorp common stock.
The boards of directors of M&I and Trustcorp have each approved the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to customary closing conditions, including regulatory approvals and approval of the Trustcorp stockholders, and are expected to be completed in the second quarter of 2006.
A copy of the Merger Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference. The foregoing description 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. Also, a copy of the joint press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This document contains or may contain forward-looking statements about M&I, Trustcorp and the combined company which are within the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to the expected timing, completion and effects of the proposed merger and the financial condition, results of operations, plans, objectives, future performance and business of M&I, Trustcorp and the combined company, including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates” or similar expressions.
These forward-looking statements involve certain risks and uncertainties. There are a number of important factors which could cause M&I’s and Trustcorp’s actual results to differ materially from those anticipated by the forward-looking statements. These factors include, but are not limited to: (1) competitive pressures among depository institutions increasing significantly; (2) changes in the interest rate environment reducing interest margins; (3) prepayment activity, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either nationally or in the states in which M&I and Trustcorp do business, become less favorable than expected; (5) expected synergies and cost savings are not achieved or achieved at a slower pace than expected; (6) integration problems or delays; (7) legislative or regulatory changes which adversely affect the businesses in which M&I and Trustcorp are engaged; (8) changes in the securities markets; (9) the economic impact of terrorist attacks and similar or related events; (10) receipt of regulatory approvals without unexpected delays or conditions; (11) changes in the securities markets; (12) retention of customers and critical employees; (13) unanticipated changes in laws, regulations, or other industry standards affecting M&I’s and Trustcorp’s businesses; and (14) those referenced in M&I’s Annual Report on Form 10-K for the year ended December 31, 2004, under the heading “Forward-Looking Statements.” Further information on other factors which could affect the financial results of M&I and Trustcorp after the merger are and will be included in M&I’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov or from M&I.
ADDITIONAL INFORMATION
M&I and Trustcorp intend to file a registration statement on Form S-4, which will include a proxy statement/prospectus and other relevant materials in connection with the proposed merger transaction involving M&I and Trustcorp. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC when they become available at the SEC’s web site at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by M&I at M&I’s web site at http://www.micorp.com, Investor Relations, or by contacting M&I investor relations via telephone at 414-765-7834.
M&I, Trustcorp and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Trustcorp in connection with the merger transaction. Information regarding directors and executive officers of M&I and Trustcorp and their respective interests in the proposed transaction will be available in the proxy statement/prospectus of M&I and Trustcorp described above and other relevant materials to be filed with the SEC.
Item 9.01.
Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | Agreement and Plan of Merger between Trustcorp Financial, Inc. and Marshall & Ilsley Corporation dated as of December 21, 2005 (Certain exhibits and annexes to the Agreement and Plan of Merger have been omitted. Such exhibits and annexes are described in the Agreement and Plan of Merger. Marshall & Ilsley Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or annexes.) | |
99.2 | Joint Press Release dated December 21, 2005 |
SIGNATURES
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.
Dated: December 21, 2005 | MARSHALL & ILSLEY CORPORATION |
By: /s/ Randall J. Erickson | |
Randall J. Erickson Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Agreement and Plan of Merger between Trustcorp Financial, Inc. and Marshall & Ilsley Corporation dated as of December 21, 2005 (Certain exhibits and annexes to the Agreement and Plan of Merger have been omitted. Such exhibits and annexes are described in the Agreement and Plan of Merger. Marshall & Ilsley Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or annexes.) | |
99.2 | Joint Press Release dated December 21, 2005 |