SEC Comment Letter for BANK OF MONTREAL (BMO) — Mar 31, 2011
BANK OF MONTREAL /CAN/ (BMO, BERZ, BNKD, BNKU, BULZ, CARD, CARU, DULL, FLYD, FLYU, FNGD, FNGO, FNGS, FNGU, GDXD, GDXU, JETD) (CIK 0000927971)
Date: March 31, 2011 · CIK: 0000927971 · Accession: 0000000000-11-019889
AI Filing Summary & Sentiment
Reasoning
Letter
March 29 , 2011 Ms. Colleen Hennessy Bank of Montreal 111 West Monroe Street P.O. Box 755 Chicago, Illinois 60690
Re: Bank of Montreal Amendment No. 1 to Registration Statement on Form F -4 Filed March 11, 2011 File No. 333 -172012 Form 40- F for the Fiscal Year Ended October 31, 2010 Filed December 8, 2010 File No. 001 -13354 Marshall & Ilsley Corporation Form 10- K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 File No. 001 -33488
Dear Ms. Hennessy :
We have reviewed the above referenced filings and your response dated March 11, 2011 and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information, including , if applicable, a draft of your proposed disclosures to be made in future filings. If you do not believe our comments apply to your facts and circumstance s or do not believe an amendment is appropriate, please tell us why in your response . After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Ms. Colleen Hennessy Bank of Montreal March 29, 2011 Page 2
Bank of Montreal Amended Registration Statement on Form S -4 General
1. We note that M&I’s 2010 compensation information will be included in an amendment to the Form 10- K for the fiscal year ended December 31, 2010. Please note that we may have comments on this disc losure once it has been filed. Exhibits 8.1, 8.2 and 8.3 2. You are not permitted to file short -form opinions unless the prospectus states clearly that the discussion in the tax consequences section of the prospectus is counsels’ opinion. Please revise your disclosure accordingly or please file long- form tax opinions. Form 40- F for the Fiscal Year Ended October 31, 2010 Exhibit 99.1 General Development of the Business Three Year History, page 4 3. We note your response to our prior comment 24 and request that you please include a draft of your proposed disclosure to be made in future filings. Legal Proceedings and Regulatory Actions, page 13 4. We note your response to our prior comment 25 and request that you please include a draft of your pro posed disclosure to be made in future filings. Marshall & Il sley Corp oration
Form 10- K for the Fiscal Year Ended December 31, 2010
Note 8. Loans and Leases, page 115
5. Please revise future filings to clearly identify and provide a breakdown of the recorded investment of your loan portfolio segments and classes of financing receivables.
Ms. Colleen Hennessy Bank of Montreal March 29, 2011 Page 3
Note 9. Allowance for Loan and Lease Losses, page 116
6. In your collective loan impairment disclos ure you state that historical loss information may be adjusted for portfolio trends, the effect of loan sales and factors that may be unique to a particular loan or lease type. Please revise future filings to present additional granularity regarding any adjustments made to historical losses. Please discuss adjustments made by class or portfolio segment for each period presented and discuss the specific facts and circumstances that is the basis for the adjustments. 7. You also state that the second element of your collective loan impairment methodology reflects management’s recognition of the uncertainty and imprecision underlying the process of estimating losses and that reserve ranges may be allocated to industry segments due to environmental conditions unique to the measurement period. Please revise future filings to present additional granularity regarding the amount of the allowance allocated to each class or portfolio segment that is the result of the second element and discuss any trends or changes from prior periods related to this element. In responding to our comments on the Exchange Act filings, please provide a written statement from the company acknowledging that :
• the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Ms. Colleen Hennessy Bank of Montreal March 29, 2011 Page 4
You may contact Michael Volley at (202) 551- 3437 or Kevin W. Vaughn at (202) 551- 3494 if you have questions regarding comments on the financial statements and related matters . Please contact Erin Magnor Purnell at (202) 551- 3454 or me at (202) 551 -3434 with any other questions.
Sincerely,
Michael Clampitt
Senior At torney
cc. (facsimile only)
C. Andrew Gerlach
Sullivan & Cromwell LLP
(212) 291- 9299
Show Raw Text
March 29 , 2011
Ms. Colleen Hennessy
Bank of Montreal
111 West Monroe Street
P.O. Box 755 Chicago, Illinois 60690
Re: Bank of Montreal
Amendment No. 1 to Registration Statement on Form F -4
Filed March 11, 2011
File No. 333 -172012
Form 40- F for the Fiscal Year Ended October 31, 2010
Filed December 8, 2010
File No. 001 -13354
Marshall & Ilsley Corporation
Form 10- K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 File No. 001 -33488
Dear Ms. Hennessy :
We have reviewed the above referenced filings and your response dated March 11, 2011
and have the following comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information, including , if applicable, a draft of your proposed disclosures to be made
in future filings. If you do not believe our comments apply to your facts and circumstance s or do
not believe an amendment is appropriate, please tell us why in your response .
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 2
Bank of Montreal
Amended Registration Statement on Form S -4
General
1. We note that M&I’s 2010 compensation information will be included in an amendment to the Form 10- K for the fiscal year ended December 31, 2010. Please note that we may
have comments on this disc losure once it has been filed.
Exhibits 8.1, 8.2 and 8.3
2. You are not permitted to file short -form opinions unless the prospectus states clearly that
the discussion in the tax consequences section of the prospectus is counsels’ opinion. Please revise your disclosure accordingly or please file long- form tax opinions.
Form 40- F for the Fiscal Year Ended October 31, 2010
Exhibit 99.1
General Development of the Business
Three Year History, page 4
3. We note your response to our prior comment 24 and request that you please include a draft of your proposed disclosure to be made in future filings.
Legal Proceedings and Regulatory Actions, page 13
4. We note your response to our prior comment 25 and request that you please include a draft of your pro posed disclosure to be made in future filings.
Marshall & Il sley Corp oration
Form 10- K for the Fiscal Year Ended December 31, 2010
Note 8. Loans and Leases, page 115
5. Please revise future filings to clearly identify and provide a breakdown of the recorded
investment of your loan portfolio segments and classes of financing receivables.
Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 3
Note 9. Allowance for Loan and Lease Losses, page 116
6. In your collective loan impairment disclos ure you state that historical loss information
may be adjusted for portfolio trends, the effect of loan sales and factors that may be unique to a particular loan or lease type. Please revise future filings to present additional granularity regarding any adjustments made to historical losses. Please discuss adjustments made by class or portfolio segment for each period presented and discuss the specific facts and circumstances that is the basis for the adjustments.
7. You also state that the second element of your collective loan impairment methodology
reflects management’s recognition of the uncertainty and imprecision underlying the process of estimating losses and that reserve ranges may be allocated to industry segments due to environmental conditions unique to the measurement period. Please revise future filings to present additional granularity regarding the amount of the allowance allocated to each class or portfolio segment that is the result of the second element and discuss any trends or changes from prior periods related to this element.
In responding to our comments on the Exchange Act filings, please provide a written
statement from the company acknowledging that :
• the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 4
You may contact Michael Volley at (202) 551- 3437 or Kevin W. Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related matters .
Please contact Erin Magnor Purnell at (202) 551- 3454 or me at (202) 551 -3434 with any other
questions.
Sincerely,
Michael Clampitt
Senior At torney
cc. (facsimile only)
C. Andrew Gerlach
Sullivan & Cromwell LLP
(212) 291- 9299