Marshall & Ilsley Corp/WI/ - Amended Statement of Ownership (SC 13G/A)
February 11 2008 - 11:43AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
MARSHALL & ILSLEY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
571834 10 0
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 pages
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CUSIP No.
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571834 10 0
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Page
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2
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of
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6
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Pages
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13G
Amendment No. 19
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1
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NAMES OF REPORTING PERSONS
The Northwestern Mutual Life Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wisconsin
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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12,908,522
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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12,908,522
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,908,522
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IC
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CUSIP No.
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571834 10 0
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Page
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3
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of
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6
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Pages
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13G
Amendment No. 19
Item 1
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(a)
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Name of Issuer: Marshall & Ilsley Corporation
(M&I)
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(b)
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Address of Issuers Principal Executive Offices:
770 N. Water Street, Milwaukee, WI 53202
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Item 2
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(a)
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Name of Person Filing: The Northwestern Mutual Life Insurance Company
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(b)
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Address of Principal Business Office: 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(c)
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Citizenship or Place of Organization: Wisconsin
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(d)
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Title of Class of Securities: Common Stock
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(e)
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CUSIP Number: 571834 10 0
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Item 3
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If this statement is filed pursuant to Sections
240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
Broker or Dealer registered under Section 15
of the Act
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(b)
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o
Bank as defined in section 3(a)(6) of the Act
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(c)
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ý
Insurance company as defined in section
3(a)(19) of the Act
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(d)
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o
Investment company registered under section 8
of the Investment Company Act of 1940
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(e)
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o
An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E)
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(f)
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o
An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F)
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CUSIP No.
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571834 10 0
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Page
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4
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of
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6
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Pages
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13G
Amendment No. 19
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(g)
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o
A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G)
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(h)
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o
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act
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(i)
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o
A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act
of 1940
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(j)
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o
Group, in accordance with section
240.13d-1(b)(1)(ii)(J)
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(a) Amount Beneficially Owned: 12,908,522 shares. Of such amount, 7,712,853 shares are owned
directly by The Northwestern Mutual Life Insurance Company (Northwestern Mutual). Northwestern
Mutual may be deemed to be the indirect beneficial owner of the balance of such shares as follows:
(i) 40,300 shares are owned by the Index 500 Stock Portfolio of Northwestern Mutual Series Fund,
Inc. (Series Fund), an affiliate of Northwestern Mutual and a registered investment company; and
(ii) 5,154,369 shares are owned by Lydell, Inc. (Lydell), an indirect, wholly owned subsidiary of
Northwestern Mutual.
Northwestern Investment Management Company, LLC, a wholly owned company of Northwestern
Mutual, serves as an investment advisor to Northwestern Mutual (with respect to the 7,712,853
shares it directly owns and the 5,154,369 shares owned by Lydell) and therefore shares voting and
investment power with respect to those shares. Northwestern Investment Management Company, LLCs
principal place of business is 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202. It is
organized under Delaware law.
Mason Street Advisors, LLC, a wholly owned company of Northwestern Mutual and a registered
investment advisor, serves as an investment advisor to the Series Fund and it shares voting and
investment power with respect to all of its aforementioned holdings. Mason Street Advisors, LLCs
principal place of business is 720 East Wisconsin Avenue,
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CUSIP No.
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571834 10 0
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Page
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5
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of
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6
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Pages
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13G
Amendment No. 19
Milwaukee, Wisconsin, 53202. It is
organized under Delaware law.
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(b)
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Percent of Class: 4.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the
vote: 12,908,522
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(iii)
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Sole power to dispose or to direct the
disposition of: 0
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(iv)
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Shared power to dispose or to direct the
disposition of: 12,908,522
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
ý
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Item 6
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Ownership of More than Five Percent on Behalf of
Another Person:
N/A
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Item 7
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Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or
Control Person:
N/A
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Item 8
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Identification and Classification of Members of
the Group:
N/A
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Item 9
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Notice of Dissolution of Group:
N/A
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By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and
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CUSIP No.
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571834 10 0
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Page
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6
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of
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6
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Pages
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13G
Amendment No. 19
were not
acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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.
February 7, 2008
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
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By:
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/s/ Robert J. Berdan
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Robert J. Berdan
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Vice President, General
Counsel and Secretary
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