Form 8-K

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): July 29, 2004

 


 

MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Wisconsin   1-15403   39-0968604

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

770 North Water Street

Milwaukee, Wisconsin

  53202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (414) 765-7801

 



Item 5. Other Events.

 

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (SEC File No. 333-116138) of Marshall & Ilsley Corporation (“M&I”) relating to the offering of up to $3 billion of certain debt and equity securities.

 

On July 29, 2004, M&I completed an offering of $400 million of equity units (referred to as Common SPACES). The purpose of this report is to file with the Commission the opinion and consent of Mayer, Brown, Rowe & Maw LLP regarding certain U.S. federal income tax consequences in connection with the Common SPACES.

 

Item 7. Exhibits.

 

  (a)  Exhibits

 

Exhibit No.

  

Description


  8.1    Tax Opinion of Mayer, Brown, Rowe & Maw LLP
23.1    Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 8.1)


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: July 29, 2004

 

MARSHALL & ILSLEY CORPORATION

   

By:

 

/s/ Randall J. Erickson


       

Randall J. Erickson, Senior Vice President,

       

General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit No.

 

Description


  8.1   Tax Opinion of Mayer, Brown, Rowe & Maw LLP
23.1   Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 8.1)