Draft






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):  May 17, 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 and Regulation FD Disclosure.

On May 17, 2004, Metavante Corporation, a wholly-owned subsidiary of Marshall & Ilsley Corporation (“M&I”), issued a press release announcing that it had entered into a definitive agreement to acquire NYCE Corporation.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 7.  Exhibits.

Exhibit No.

Description

  

99.1

Press Release dated May 17, 2004

99.2

Investor Presentation

Exhibit 99.2 is furnished pursuant to Item 9 and shall not be deemed to be “filed.”



Item 9.  Regulation FD Disclosure.

On May 17, 2004, Metavante Corporation, a wholly-owned subsidiary of M&I, announced that it had entered into a definitive agreement to acquire NYCE Corporation.  M&I is scheduled to hold a conference call at 11:00 a.m. CDT Monday, May 17, 2004, regarding this transaction.  A copy of the investor presentation for this conference call is attached as Exhibit 99.2.


The information in this Report under Item 9 and Item 7, Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing





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:  May 17, 2004

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

Press Release dated May 17, 2004

99.2

Investor Presentation