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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Virtus Investment Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Bank of Montreal
Colleen Hennessy
111 W. Monroe Street
Chicago, IL 60603
Tel. No.: (312) 461-7745
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
* 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 disclosures provided in a prior cover page.
The information required on 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).
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1 |
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NAMES OF REPORTING PERSONS.
Bank of Montreal |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC* |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Canada
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,727,746** |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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34*** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,727,746** |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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34*** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,727,780**** |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.8%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC,BK |
* The source of funds for acquiring the shares of Series B Preferred Stock (as defined below)
was the working capital of Harris Bankcorp, Inc. (Harris), a wholly-owned subsidiary of
Harris Financial Corp. (HFC), which is a wholly-owned subsidiary of Bank of Montreal (BMO, and
together with Harris and HFC, the Reporting Persons). 378,446 shares of Common Stock (as defined below)
owned by the Reporting Persons were acquired by converting 9,783 shares of Series B Preferred Stock into Common
Stock on August 5, 2010.
** The Reporting Persons are the beneficial owners of 378,446 shares of
Common Stock. The Reporting Persons are also the beneficial owners of 35,217 shares of Series B
Voting Convertible Preferred Stock (the Series B Preferred Stock) of Virtus Investment
Partners, Inc. (the Issuer). As of the date of this Amendment to Schedule 13D, each share of Series B
Preferred Stock is convertible into 38.3139 shares of common stock of the Issuer (the Common Stock), and
the entire 35,217 shares of Series B Preferred Stock beneficially owned by the Reporting Persons are
convertible, in the aggregate, into 1,349,300 shares of Common Stock. The number of shares issuable upon the
conversion of the Series B Preferred Stock may be adjusted from time to time in accordance with certain
customary anti-dilution protection provisions and the amount of accumulated and unpaid dividends as set forth
in the certificate of designations of the Series A Non-Voting Convertible Preferred Stock and the Series B
Preferred Stock (the Certificate of Designations). In the event that all of the shares of the Series B
Preferred Stock beneficially owned by the Reporting Persons are
converted into Common Stock at the current conversion rate of 38.3139
shares of Common Stock per each share of Series B Preferred Stock,
based upon the 7,571,746 shares of Common Stock outstanding as of August 19, 2010 (including
the shares of Common Stock issuable upon conversion of the Series B Preferred Stock beneficially owned by the
Reporting Persons), the Reporting Persons would own 22.8% of the outstanding shares of Common Stock.
*** 34 shares of Common Stock (the Trust Shares) are held in a
bona fide fiduciary capacity in certain trust or investment accounts for the account of third parties and are
beneficially owned by the Reporting Persons and Harris N.A., which is a wholly-owned subsidiary of Harris.
**** This number does
not include 2,684 shares of Common
Stock held by sub-advisors of Harris myCFO Investment Advisory Services, LLC (myCFO, a wholly-owned subsidiary of
HFC) in the name of clients of myCFO.
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1 |
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NAMES OF REPORTING PERSONS.
Harris Financial Corp. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC* |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,727,746** |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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34*** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,727,746** |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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34*** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,727,780**** |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.8%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC, CO |
* The source of funds for acquiring the shares of Series B Preferred Stock
was the working capital of Harris. 378,446 shares of Common Stock owned by the Reporting Persons were acquired
by converting 9,783 shares of Series B Preferred Stock into Common Stock on August 5, 2010.
** The Reporting Persons are the beneficial owners of 378,446 shares of
Common Stock. The Reporting Persons are also the beneficial owners of 35,217 shares of Series B Preferred Stock.
As of the date of this Amendment to Schedule 13D, each share of Series B Preferred Stock is convertible into 38.3139
shares of Common Stock, and the entire 35,217 shares of Series B Preferred Stock beneficially owned by the Reporting
Persons are convertible, in the aggregate, into 1,349,300 shares of Common Stock. The number of shares issuable upon
the conversion of the Series B Preferred Stock may be adjusted from time to time in accordance with certain customary
anti-dilution protection provisions and the amount of accumulated and unpaid dividends as set forth in the Certificate
of Designations. In the event that all of the shares of the Series B Preferred Stock beneficially owned by the Reporting
Persons are converted into Common Stock at the current conversion rate of 38.3139 shares of Common Stock
per each share of Series B Preferred Stock, based upon the 7,571,746 shares of Common Stock outstanding as
of August 19, 2010 (including the shares of Common Stock issuable upon conversion of the Series B Preferred Stock
beneficially owned by the Reporting Persons), the Reporting Persons would own 22.8% of the outstanding shares of Common
Stock.
*** The Trust Shares are held in a bona fide fiduciary capacity in
certain trust or investment accounts for the account of third parties and are beneficially owned by the Reporting
Persons and Harris N.A.
**** This number does not include 2,684 shares of Common Stock held by sub-advisors of myCFO in the name of clients of myCFO.
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1 |
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NAMES OF REPORTING PERSONS.
Harris Bankcorp, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC* |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,727,746** |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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34*** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,727,746** |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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34*** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,727,780**** |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.8%* |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC, CO |
* 378,446 shares of Common Stock owned by the Reporting Persons were acquired by converting 9,783 shares of Series B Preferred Stock into Common Stock on August 5, 2010.
** The Reporting Persons are the beneficial owners of 378,446 shares of
Common Stock. The Reporting Persons are also the beneficial owners of 35,217 shares of Series B Preferred Stock. As of the
date of this Amendment to Schedule 13D, each share of Series B Preferred Stock is convertible into 38.3139 shares of
Common Stock, and the entire 35,217 shares of Series B Preferred Stock beneficially owned by the Reporting Persons are
convertible, in the aggregate, into 1,349,300 shares of Common Stock. The number of shares issuable upon the conversion of
the Series B Preferred Stock may be adjusted from time to time in accordance with certain customary anti-dilution protection
provisions and the amount of accumulated and unpaid dividends as set forth in the Certificate of Designations. In the event
that all of the shares of the Series B Preferred Stock beneficially owned by the Reporting Persons are converted into
Common Stock at the current conversion rate of 38.3139 shares of Common Stock per each share of Series B
Preferred Stock, based upon the 7,571,746 shares of Common Stock outstanding as of August 19, 2010 (including the shares
of Common Stock issuable upon conversion of the Series B Preferred Stock beneficially owned by the Reporting Persons), the Reporting Persons would own 22.8% of the outstanding shares of Common Stock.
*** The Trust Shares are held in a bona fide fiduciary capacity in certain trust or investment accounts for the account of third parties and are beneficially owned by the Reporting Persons and Harris N.A.
**** This number does not include 2,684 shares of Common Stock held by sub-advisors of myCFO in the name of clients of myCFO.
TABLE OF CONTENTS
Introductory Statement
This Amendment to Schedule 13D (this Amendment) is being filed to amend certain information
provided in the Schedule 13D (the Original Filing) filed by the Reporting Persons on January 12,
2009 as a result of the conversion of 9,783 shares of Series B Preferred Stock into 378,446 shares
of Common Stock on August 5, 2010. Any capitalized term used in this Amendment but not defined
herein shall have the meaning given to such term in the Original Filing. This Amendment supplements
or amends certain items in the Original Filing as indicated below. Unless otherwise specified
below, the information in the Original Filing remains unchanged.
Item 1. Security and Issuer
There are no changes to Item 1 of the Original Filing.
Item 2. Identity and Background
This Amendment amends the Original Filing to provide a new Schedule A listing the name,
residence or business address, position, present principal occupation or employment, the name and,
if other than any Reporting Person, the principal business and address of any corporation or
organization in which such employment is conducted and citizenship of each director and executive
officer of each Reporting Person.
In addition, the final two paragraphs of Item 2 in the Original Filing are deleted in their
entirety and replaced with the following:
During the last five years, none of the Reporting Persons and, to the best of the Reporting
Persons knowledge, none of the persons listed on Schedule A attached hereto, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Filing is hereby amended and restated in its entirety as follows:
Of the shares reported hereby as beneficially owned by the Reporting Persons, 34 shares of
Common Stock (the Trust Shares) are held in a bona fide fiduciary capacity in certain trust or
investment accounts for the account of third parties and are beneficially owned by the Reporting
Persons and Harris N.A. The Trust Shares were received by the Reporting Persons or their
subsidiaries through pro rata distribution of the Common Stock as part of the spin-off of the
Issuer from The Phoenix Companies, Inc. on December 31, 2008. No consideration was paid by the
Reporting Persons or their subsidiaries in receipt of the Trust Shares.
On October 30, 2008, Harris entered into an Investment and Contribution Agreement (the
Investment Agreement), by and among Harris, Phoenix Investment Management Company, the Issuer and
The Phoenix Companies, Inc. Pursuant to the Investment Agreement, Harris agreed to purchase certain
securities of the Issuer in a two step transaction as follows: (i) 9,783 shares of Series A
Non-Voting Convertible Preferred Stock, par value $0.01 per share (the Series A Preferred Stock),
for an aggregate purchase price of $1 at the first closing (which occurred on October 31, 2008),
and (ii) 35,217 shares of the Series B Voting Convertible Preferred Stock, par value $0.01 per
share (the Series B Preferred Stock and, together with the Series A Preferred Stock, the
Preferred Stock), for an aggregate purchase price of $35 million at the second closing (which
occurred on December 31, 2008). In accordance with the Investment Agreement, at the second closing,
Harris also exchanged all of the shares of Series A Preferred Stock it acquired at the first
closing for the same number of shares of the Series B Preferred Stock. After giving effect to the
purchase at the second closing and the exchange, the Reporting Persons beneficially own in the
aggregate 45,000 shares of Series B Preferred Stock. The source of the consideration paid to
acquire the Series A Preferred Stock on October 31, 2008 and the Series B Preferred Stock on
December 31, 2008 was working capital of Harris.
On August 5, 2010, Harris exercised its right to convert 9,783 shares of Series B Preferred
Stock into 378,446 shares of Common Stock (the Conversion). After giving effect to the
Conversion, the Reporting Persons own in the aggregate 35,217 shares of Series B Preferred Stock
and 378,480 shares of Common Stock (including the Trust Shares). No consideration was paid by the
Reporting Persons or their subsidiaries in connection with the Conversion.
Item 4. Purpose of Transaction
Pursuant to the terms of the Investment Agreement, Harris had a Put Right and the Issuer had a
Call Option pertaining to the 9,783 shares of Series B Preferred Stock that Harris received at the
second closing in exchange for the 9,783 shares of Series A Preferred Stock Harris received at the
first closing. On August 2, 2010, the Issuer notified Harris of its intention to exercise the Call
Option with respect to the 9,783 shares of Series B Preferred Stock. Prior to the proposed
settlement date for the Issuers exercise of the Call Option, Harris completed the Conversion,
converting the 9,783 shares of Series B Preferred Stock into Common Stock and extinguishing both
the Put Right and the Call Option in accordance with the terms of the Investment Agreement. Because
the Put Right and the Call Option were extinguished by the Conversion, Item 4 of the Original
Filing is hereby amended by deleting the subsection titled The Put Right and the Call Option in
its entirety.
Furthermore, Item 4 of the Original Filing is hereby supplemented with the following
information:
As of the date of this Amendment, except as set forth below or in the Original Filing, none of
the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons
listed in Schedule A, has any current plans or proposals that relate to or would result in any of
the actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part
of their ongoing evaluation of this investment, the Reporting Persons may formulate new plans or
proposals which could relate to or which could result in one or more of the actions referred to in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The 35,217 shares of Series B Preferred Stock beneficially owned by the Reporting Persons
after the Conversion, if converted into Common Stock at the current conversion rate of 38.3139
shares of Common Stock per each share of Preferred Stock, will result in the Reporting Persons
beneficially owning, in the aggregate, 1,349,300 shares of Common Stock (in addition to the Trust
Shares and the shares acquired through the Conversion). The Reporting Persons currently intend to
hold their beneficially owned shares of Common Stock and Series B Preferred Stock, and any
additional shares of Common Stock to be issued upon conversion of any shares of the Series B
Preferred Stock, for investment purposes only.
The Reporting Persons expect to evaluate on an ongoing basis the Issuers financial condition,
results of operations, business and prospects, the market price of the Common Stock, conditions in
securities markets generally and in the market for shares of companies like the Issuer, general
economic and industry conditions and other factors that the Reporting Persons deem relevant to
their investment decisions. Based on such evaluations, and subject to the provisions of the
Investment Agreement, the Reporting Persons may at any time or from time to time determine to
acquire additional Common Stock, or Preferred Stock or other securities convertible into or
exchangeable for Common Stock or derivatives relating to Common Stock, or dispose of Common Stock,
Preferred Stock or other securities convertible into or exchangeable for Common Stock or
derivatives relating to Common Stock that the Reporting Persons own or may hereafter acquire,
through open market or privately negotiated transactions or otherwise, at such prices and on such
terms as they deem advisable. The Reporting Persons intend to monitor closely their investment in
the Issuer. The Reporting Persons and their representatives and advisers intend to discuss from
time to time with members of the Board of Directors and management of the Issuer the performance of
the Issuer, personnel matters, strategic or extraordinary transactions and similar matters, in each
case subject to Harriss rights and obligations under the Investment Agreement. The Reporting
Persons and their representatives and advisers may communicate with other shareholders, industry
participants and other interested parties concerning the Issuer. Based on the Reporting Persons
continuing evaluation of the foregoing factors, the Reporting Persons reserve the right to change
their plans and intentions at any time or from time to time, as they deem appropriate. In addition,
the Reporting Persons or their subsidiaries may from time to time purchase and sell equity
securities of the Issuer in a fiduciary or similar capacity for the account of third parties.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Filing is hereby amended and restated in its entirety as follows:
(a) As of the date of this Amendment, the Trust Shares are held in a bona fide fiduciary
capacity in certain trust or investment accounts for the account of third parties and are
beneficially owned by the Reporting Persons and Harris N.A.
As of the date of this Amendment, the Reporting Persons beneficially own 378,446 shares of
Common Stock acquired as a result of the Conversion.
As of the date of this Amendment, the Reporting Persons beneficially own, in the aggregate,
35,217 shares of Series B Preferred Stock for their own account. As of the date of this Amendment,
each share of Series B Preferred Stock is convertible into 38.3139 shares of Common Stock, and the
entire 35,217 shares of Series B Preferred Stock beneficially owned by the Reporting Persons are
convertible, in the aggregate, into 1,349,300 shares of Common Stock. The number of shares issuable
upon the conversion of the Series B Preferred Stock may be adjusted from time to time in accordance
with certain customary anti-dilution protection provisions and the amount of accumulated and unpaid
dividends as set forth in the certificate of designations of the Series B Preferred Stock (the
Certificate of Designations). In the event that all of the shares of the Series B Preferred Stock
beneficially owned by the Reporting Persons are converted into Common Stock at the current
conversion rate of 38.3139 shares of Common Stock per one share of Series B Preferred Stock, based
upon the 7,571,746 shares of Common Stock of the Issuer outstanding
as of August 19, 2010
(including the shares of Common Stock issuable upon conversion of the Series B Preferred Stock
beneficially owned by the Reporting Persons), the Reporting Persons would own 22.8% of the
outstanding shares of Common Stock.
Harris may convert the shares of Series B Preferred Stock at any time. Upon the delivery to
the Issuer of a written consent or consents by holders of a majority in liquidation preference of
the then outstanding shares of Series B Preferred Stock approving a mandatory conversion of the
Series B Preferred Stock, all of the shares of the Series B Preferred Stock then outstanding will
be automatically converted into shares of Common Stock. Under certain circumstances, no holder of
Series B Preferred Stock will be entitled to receive shares of Common Stock upon their conversion
to the extent (but only to the extent) that such receipt would cause such converting holder to
become, directly or indirectly, a beneficial owner of more than 24.9% of the shares of Common Stock
outstanding and such receipt would result in the assignment of the investment advisory contracts to
which the Issuer or any of its subsidiaries that is a registered investment adviser is a party. In
addition, if for twenty trading days in any thirty consecutive trading day period the aggregate
closing price of the Common Stock exceeds 175% of the then applicable conversion price of the
Series B Preferred Stock, the Issuer may elect to cause each share of the Series B Preferred Stock
held by a holder of the Series B Preferred Stock to be converted into shares of Common Stock,
unless such holder of the Series B Preferred Stock elects instead to forfeit thereafter its right
to receive dividends paid on outstanding shares of Common Stock based on the number of shares of
Common Stock into which such shares of Series B Preferred Stock could be converted.
At any time after the six-year anniversary of the date of the first closing, all (but not less
than all) of the outstanding shares of Series B Preferred Stock will be redeemed at a price per
share equal to the liquidation preference of the Series B Preferred Stock thereof plus interest
thereon, from the last dividend payment date to the effective date of such redemption, at a rate of
LIBOR plus 3 percent per annum pursuant to written notice delivered to the holders of Series B
Preferred Stock by the Issuer, in its sole discretion. In addition, at any time and from time to
time no earlier than the seven-year anniversary of the date of the first closing, shares of Series
B Preferred Stock will be redeemed by the Issuer, at the option of the holder, at a price per share
equal to the liquidation preference of the Series B Preferred Stock plus interest from the last
dividend payment date to the effective date of such redemption, at a rate of LIBOR plus 3 percent
per annum after receipt by the Issuer from any holder of Series B Preferred Stock of written notice
requesting redemption of all or any portion of the outstanding shares of Series B Preferred Stock
held by such holder.
The terms of the Series B Preferred Stock are provided in the Certificate of Designations,
which was filed as Exhibit 4.02 to the Original Filing and is hereby incorporated by reference
herein.
(b) The Reporting Persons and Harris N.A. have shared power to vote and to dispose of the 34
Trust Shares. The Reporting Persons have the sole power to vote and to dispose of the 378,446
shares of Common Stock acquired as a result of the Conversion. The Reporting Persons have the sole
power to vote and to dispose of the 35,217 shares of Series B Preferred Stock and would have sole
power to vote and to dispose of the shares of Common Stock issuable upon the conversion of the
Series B Preferred Stock.
(c) As described above, in accordance with the terms of the Certificate of Designations,
Harris exercised its option to convert 9,783 shares of Series B Preferred Stock into 378,446 shares
of Common Stock on August 5, 2010.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
There are no changes to Item 6 of the Original Filing.
Item 7. Material to be Filed as Exhibits
There are no additional exhibits being filed with this Amendment.
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
BANK OF MONTREAL
(as of August 1, 2010)
The name, address, position, present principal occupation or employment of each of the directors
and executive officers of Bank of Montreal (BMO) are set forth below.
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Position/Principal |
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Name |
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Address |
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Occupation/Employment |
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Citizenship |
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Robert Murray Astley
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574 Strathmere Court
Waterloo, Ontario, Canada N2T 2K2
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Director of BMO;
Corporate Director
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Canadian |
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David Ross Beatty
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c/o Beatinvest Limited
98 Teddington Park
Toronto, Ontario, Canada M4N 2C8
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Director of BMO;
Chairman and Chief
Executive Officer of
Beatinvest Limited,
an investment
services company
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Canadian |
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Robert Chevrier
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c/o Société de gestion Roche Inc.
200, Avenue des Sommets, Apt 2001
Ile des Soeurs, Verdun, Quebec,
Canada H3E 2B4
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Director of BMO;
President of Société
de gestion Roche
Inc., a management
and investment
company
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Canadian |
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George A. Cope
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c/o Bell Canada
483 Bay Street, 9th Floor South Tower
Toronto, Ontario, Canada M5G 2C9
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|
Director of BMO;
President and Chief
Executive Officer of
BCE Inc. and Bell
Canada, each a
telecommunications
company
|
|
Canadian |
|
|
|
|
|
|
|
William A. Downe
|
|
c/o Bank of Montreal,
100 King Street West, 1 First Canadian Place,
24th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Director, President
and Chief Executive
Officer of BMO;
Director and Vice
Chairman of the
Board of Directors
of Harris Financial
Corp.
|
|
American and
Canadian |
|
|
|
|
|
|
|
Christine A. Edwards
|
|
35 W. Wacker Drive
Chicago, IL 60601
|
|
Director of BMO;
Partner, Winston &
Strawn LLP, a law
firm
|
|
American |
|
|
|
|
|
|
|
Ronald Farmer
|
|
c/o Mosaic Capital Partners
65 Front St. E Suite 200
Toronto, Ontario, Canada M5E 1B5
|
|
Director of BMO;
Managing Director of
Mosaic Capital
Partners, a
Toronto-based
holding company with
interests in several
private companies
|
|
Canadian |
|
|
|
|
|
|
|
David Galloway
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
24th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Director and
Chairman of the
Board of Directors
of BMO; Director of
Harris Financial
Corp.
|
|
Canadian |
|
|
|
|
|
|
|
Harold N. Kvisle
|
|
c/o TransCanada Corporation
450 1st St. SW
Calgary, Alberta, Canada T2P 5H1
|
|
Director of BMO;
Former President and
Chief Executive
Officer of
TransCanada
Corporation, a North
American energy
company focused on
natural gas
transmission and
power generation
|
|
Canadian |
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
|
Bruce H. Mitchell
|
|
c/o Permian Industries Limited
First Canada Place, Suite 5330, Box 183
Toronto, Ontario, Canada M5X 1A6
|
|
Director of BMO;
President and Chief
Executive Officer of
Permian Industries
Limited, a
management and
holding company with
interests in the
North American food
processing and
technology
industries
|
|
Canadian |
|
|
|
|
|
|
|
Philip S. Orsino
|
|
61 Yorkville Avenue
Suite 1001
Toronto, Ontario, Canada M5R 1B7
|
|
Director of BMO;
Corporate Director
|
|
Canadian |
|
|
|
|
|
|
|
Martha C. Piper
|
|
6028 Chancellor Boulevard
Vancouver, British Columbia,
Canada V6T 1E7
|
|
Director of BMO;
Corporate Director
|
|
American and
Canadian |
|
|
|
|
|
|
|
Robert Prichard
|
|
c/o Metrolinx
20 Bay Street
Suite 901
Toronto, Ontario, Canada M5J 2N8
|
|
Director of BMO;
President and Chief
Executive Officer of
Metrolinx
|
|
British and Canadian |
|
|
|
|
|
|
|
Jeremy H. Reitman
|
|
c/o Reitmans (Canada) Limited
250 Sauvé Street West
Montreal, Quebec, Canada H3L 1Z2
|
|
Director of BMO;
President of
Reitmans (Canada)
Limited, a retailer
of apparel and
accessories for
women and men
|
|
Canadian |
|
|
|
|
|
|
|
Guylaine Saucier
|
|
1000 rue de la Gauchetiere
Ouest #2500
Montreal, Quebec, Canada H3B 0A2
|
|
Director of BMO;
Corporate Director
|
|
Canadian |
|
|
|
|
|
|
|
Nancy Christine Southern
|
|
c/o ATCO Ltd and Canadian Utilities Limited
909-11th Avenue SW
Suite 1600
Calgary, Alberta, Canada T2R 1N6
|
|
Director of BMO;
President and Chief
Executive Officer of
ATCO Ltd. and
Canadian Utilities
Limited, which are
part of the ATCO
Group; ATCO Group is
a holding company,
with companies
actively engaged in
power generation,
utilities, logistics
and energy services,
industrials and
technologies
|
|
Canadian |
|
|
|
|
|
|
|
Don M. Wilson III
|
|
543 North Street
Greenwich, Connecticut 06830
|
|
Director of BMO;
Corporate Director
|
|
American |
|
|
|
|
|
|
|
Jean-Michel Ares
|
|
100 King Street West, 1 First Canadian Place,
24th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Group Head,
Technology and
Operations
|
|
Canadian |
|
|
|
|
|
|
|
Ellen Costello
|
|
c/o Harris Bank
111 W. Monroe Street, Floor 2W
Chicago, IL 60603
|
|
President and Chief
Executive Officer of
Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Simon Fish
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
21st Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Executive Vice
President and
General Counsel of
BMO Financial Group
|
|
British |
|
|
|
|
|
|
|
Thomas E. Flynn
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
24th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Executive Vice
President and Chief
Risk Officer of BMO
Financial Group;
Director of Harris
Financial Corp.
|
|
Canadian |
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
|
Thomas Voysey Milroy
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
4th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Chief Executive
Officer of BMO
Capital Markets, BMO
Financial Group
|
|
Canadian |
|
|
|
|
|
|
|
Gilles G. Ouellette
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
49th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
President and Chief
Executive Officer of
Private Client Group
of BMO
|
|
Canadian |
|
|
|
|
|
|
|
Rose M. Patten
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
68th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Senior Executive
Vice President, Head
of Human Resources
and Senior
Leadership Advisor
of BMO Financial
Group
|
|
Canadian |
|
|
|
|
|
|
|
Russel C. Robertson
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place,
24th Floor
Toronto, Ontario, Canada M5X 1A1
|
|
Chief Financial
Officer of BMO
Financial Group
|
|
Canadian |
|
|
|
|
|
|
|
Franklin J. Techar
|
|
c/o Bank of Montreal
55 Bloor Street West, 16th floor
Toronto, Ontario, Canada M4W 3N5
|
|
President and Chief
Executive Officer,
Personal and
Commercial Banking
Canada of BMO
Financial Group
|
|
American |
DIRECTORS AND EXECUTIVE OFFICERS OF
HARRIS FINANCIAL CORP.
(as of June 30, 2010)
The name, address, position, present principal occupation or employment of each of the directors
and executive officers of Harris Financial Corp. (HFC) are set forth below.
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
|
Stephen E. Bachand
|
|
325 Ponte Vedra Blvd.
Ponte Vedra Beach, FL 32082
|
|
Director of HFC;
Director of Bank of
Montreal; Corporate
Director
|
|
American |
|
|
|
|
|
|
|
Pastora San Juan Cafferty
|
|
c/o University of Chicago
School of Social Service Administration
969 East 60th Street
Chicago, IL 60637
|
|
Director of HFC;
Professor Emerita of
University of Chicago
|
|
American |
|
|
|
|
|
|
|
Frank M. Clark
|
|
c/o Commonwealth Edison
440 South LaSalle Street, 33rd Floor
Chicago, IL 60605
|
|
Director of HFC;
Chairman and Chief
Executive Officer of
Commonwealth Edison,
a utilities company
|
|
American |
|
|
|
|
|
|
|
Susan T. Congalton
|
|
c/o California Amforge Corporation
1520 Kensington Rd, Suite 112
Oak Brook, IL 60523
|
|
Director of HFC;
Chairman and Chief
Executive Officer of
California Amforge
Corporation, a
forgings production
company
|
|
American |
|
|
|
|
|
|
|
Ellen Costello
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
President and Chief
Executive Officer of
HFC; Chair of the
Board of Directors of
Harris Bankcorp, Inc.
and Chief Executive
Officer of Harris
Bankcorp, Inc.;
Executive Officer,
Personal and
Commercial Banking US
of Bank of Montreal
|
|
American |
|
|
|
|
|
|
|
Arnold Donald
|
|
7 Huntleigh Woods
St. Louis, MO 63131
|
|
Private investor and
small business owner,
formerly President
and Chief Executive
Officer of the
Juvenile Diabetes
Research Foundation
International
|
|
American |
|
|
|
|
|
|
|
William A. Downe
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
|
|
Director and Vice
Chairman of the Board
of Directors of HFC;
Director, President
and Chief Executive
Officer of Bank of
Montreal
|
|
American and
Canadian |
|
|
|
|
|
|
|
Thomas E. Flynn
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
|
|
Director of HFC;
Executive Vice
President and Chief
Risk Officer of BMO
Financial Group
|
|
Canadian |
|
|
|
|
|
|
|
David Galloway
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
|
|
Director of HFC;
Director and Chairman
of the Board of
Directors of Bank of
Montreal
|
|
Canadian |
|
|
|
|
|
|
|
Leo M. Henikoff
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director and Chairman
of the Board of
Directors of HFC
|
|
American |
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
|
Jerome A. Peribere
|
|
c/o Dow AgroSciences
210 W. Washington Square
Philadelphia, PA 19106
|
|
Director of HFC;
President and Chief
Executive Officer of
Dow AgroSciences, an
agricultural company
|
|
French |
|
|
|
|
|
|
|
John Rau
|
|
c/o Miami Corporation
410 North Michigan Avenue, Suite 590 Chicago,
IL 60611
|
|
Director of HFC;
President and Chief
Executive Officer of
Miami Corporation, a
distributor of
automotive and marine
interior and exterior
trim products
|
|
American |
|
|
|
|
|
|
|
Russel Robertson
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
|
|
Director of HFC;
Chief Financial
Officer of Bank of
Montreal
|
|
Canadian |
|
|
|
|
|
|
|
Michael J. Van Handel
|
|
c/o Manpower Inc.
100 Manpower Place
Milwaukee, WI 53212
|
|
Director of HFC;
Executive Vice
President and Chief
Financial Officer of
Manpower Inc., an
employment service
provider
|
|
American |
|
|
|
|
|
|
|
Peter B. McNitt
|
|
c/o Harris Bank,
111 W. Monroe Street
Chicago, IL 60603
|
|
Director and Vice
Chair of the Board of
Directors of HFC and
Harris Bankcorp,
Inc.; Head of
Business Banking of
HFC and Harris
Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Christopher J. McComish
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President, Head of
Retail of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Terry Bulger
|
|
c/o Harris Bank
111 W. Monroe St.
Chicago, IL 60603
|
|
Executive Vice
President, US Risk
Management and Chief
Risk Officer of HFC
and Harris Bankcorp,
Inc.
|
|
American |
|
|
|
|
|
|
|
David R. Casper
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President, Head of
Commercial Banking of
HFC and Harris
Bankcorp, Inc.;
Director of Harris
Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Emilia DiMenco
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Terry Jenkins
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President, President
and Chief Executive
Officer of Private
Banking of HFC and
Harris Bankcorp,
Inc.; Director of
Harris Bankcorp, Inc.
|
|
Canadian |
|
|
|
|
|
|
|
Michael W. Lewis
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Cecily Mistarz
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
|
Gilles G. Ouellette
|
|
c/o Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
|
|
Executive Vice
President of HFC and
Harris Bankcorp,
Inc.; President and
Chief Executive
Officer of Private
Client Group Bank of
Montreal
|
|
Canadian |
|
|
|
|
|
|
|
Deirdre C. Drake
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Human
Resources of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Pamela C. Piarowski
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Chief
Financial Officer,
Treasurer of HFC and
Harris Bankcorp,
Inc.; Director of
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Michael R. Oberholtzer
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President,
Information
Technology of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Justine Fedak
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Head of
Marketing and
Customer Strategies
of HFC and Harris
Bankcorp, Inc.
|
|
Canadian |
|
|
|
|
|
|
|
Julia Fredricks
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Chief Compliance
Officer of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Gail S. Palac
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Chief
Auditor of US
Operations of HFC and
Harris Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Craig T. Ingram
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Business
Continuity Planning
of HFC and Harris
Bankcorp, Inc.
|
|
American |
|
|
|
|
|
|
|
Judith Rice
|
|
c/o Harris Bank
111 W. Monroe St.
Chicago, IL 60603
|
|
Senior Vice
President, Community
Affairs and Economic
Development of HFC
and Harris Bankcorp,
Inc.
|
|
American |
DIRECTORS AND EXECUTIVE OFFICERS OF
HARRIS BANKCORP, INC.
(as of June 30, 2010)
The name, address, position, present principal occupation or employment of each of the directors
and executive officers of Harris Bankcorp, Inc. (Harris) are set forth below.
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
Terry Bulger
|
|
c/o Harris Bank
111 W. Monroe St.
Chicago, IL 60603
|
|
Executive Vice
President, US Risk
Management and Chief
Risk Officer of
Harris and Harris
Financial Corp.
|
|
American |
|
|
|
|
|
|
|
David R. Casper
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director of Harris;
Executive Vice
President, Head of
Commercial Banking of
Harris and Harris
Financial Corp.
|
|
American |
|
|
|
|
|
|
|
Ellen Costello
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director, Chair and
Chief Executive
Officer of Harris;
President and Chief
Executive Officer of
Harris Financial
Corp.; Executive
Officer, Personal and
Commercial Banking US
of Bank of Montreal
|
|
American |
|
|
|
|
|
|
|
Terry Jenkins
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director of Harris;
Executive Vice
President, President
and Chief Executive
Officer of Private
Banking of Harris and
Harris Financial
Corp.
|
|
Canadian |
|
|
|
|
|
|
|
Peter B. McNitt
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director and Vice
Chair of the Board of
Directors of Harris
and Harris Financial
Corp.; Head of
Business Banking of
Harris and Harris
Financial Corp.
|
|
American |
|
|
|
|
|
|
|
Christopher J. McComish
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President, Head of
Retail of Harris and
Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Emilia DiMenco
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Michael W. Lewis
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Cecily Mistarz
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Executive Vice
President of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Gilles G. Ouellette
|
|
c/o Bank of Montreal
100 King Street West, 1
First Canadian Place
Toronto, Ontario, Canada
M5X 1A1
|
|
Executive Vice
President of Harris
and Harris Financial
Corp.; President and
Chief Executive
Officer of Private
Client Group of Bank
of Montreal
|
|
Canadian |
|
|
|
|
|
|
|
Deirdre C. Drake
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Human
Resources of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
|
|
|
|
Position/Principal |
|
|
Name |
|
Address |
|
Occupation/Employment |
|
Citizenship |
Pamela C. Piarowski
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Director of Harris;
Senior Vice
President, Chief
Financial Officer,
Treasurer of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Michael R. Oberholtzer
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President,
Information
Technology of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Justine Fedak
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Head of
Marketing and
Customer Strategies
of Harris and Harris
Financial Corp.
|
|
Canadian |
|
|
|
|
|
|
|
Julia Fredricks
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, U.S. Chief
Compliance Officer of
Harris and Harris
Financial Corp.
|
|
American |
|
|
|
|
|
|
|
Gail S. Palac
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
|
|
Senior Vice
President, Chief
Auditor of US
Operations of Harris
and Harris Financial
Corp.
|
|
American |
|
|
|
|
|
|
|
Craig T. Ingram
|
|
c/o Harris Bank
111 W. Monroe Street
Chicago, IL 60603
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Senior Vice
President, Business
Continuity Planning
of Harris and Harris
Financial Corp.
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American |
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Judith Rice
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c/o Harris Bank
111 W. Monroe St.
Chicago, IL 60603
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Senior Vice
President, Community
Affairs and Economic
Development of Harris
and Harris Financial
Corp.
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American |
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.
Date:
August 19, 2010
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Bank of Montreal
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/s/ Blair Morrison
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Signature |
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Blair Morrison
Senior Vice President, Deputy General Counsel, Corporate Affairs and Corporate
Secretary |
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(Name/Title) |
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/s/ Karen Eastburn
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Signature |
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Karen Eastburn
Assistant Corporate Secretary |
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(Name/Title) |
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Harris Financial Corp.
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/s/ Pamela C. Piarowski
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Signature |
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Pamela C. Piarowski
Senior Vice President |
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(Name/Title) |
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Harris Bankcorp, Inc.
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/s/ Pamela C. Piarowski
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Signature |
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Pamela C. Piarowski
Senior Vice President |
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(Name/Title) |
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