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U.S. Department of Justice Seal
Antitrust Division


Judiciary Square Building
555 Fourth Street, NW
Washington, DC 20001

April 8, 1994

Honorable Alan Greenspan
Board Of Governors of the
Federal Reserve System
Washington, D.C. 20551

Dear Chairman Greenspan:

This is in response to your letter of December 7, 1993, enclosing a copy of an application by Marshall & Ilsley Corporation, Milwaukee, Wisconsin, ("M&I") for prior approval to acquire 100 percent of Valley Bancorporation, Green Bay, Wisconsin ("Valley"), pursuant to Sections 3 and 4 of the Bank Holding Company Act. We understand that M&I has committed to the Board that it will divest certain offices, including those listed on the attachment, that it will reach sales agreements for such offices with competitively suitable purchasers before consummating its acquisition of Valley, and will complete the divestitures within 180 days of consummating the Valley acquisition. M&I further commits to turn the divestitures over to an independent trustee if its efforts to divest are unsuccessful.

We have reviewed this proposed acquisition, together with the divestiture commitment, and conclude that it would not have a signficantly adverse effect upon competition if the divestitures are made as proposed.1/ However, M&I has not reached an agreement to sell any of the offices as of the date when the Board is scheduled to decide the application. M&I has identified to us a number of prospective purchasers of offices to be divested, and we have expressed to them our views concerning their competitive suitability. M&I desires to keep the identity of bidders confidential while the bidding process continues. Hence, we cannot specify herein any prospective purchaser as competitively suitable, as we usually do.

While M&I's divestiture commitment is satisfactory, the procedure they propose opens the possibility that we would have to file suit under the antitrust laws in order to preserve our rights. This is because M&I could fail to reach agreements to sell the offices to competitively suitable purchasers within the thirty-day period following the Board's approval, which is the window allowed for the filing of an antitrust suit. While M&I, we understand, plans to reach agreements before the period would expire, we wish to note this possibility so they may take it into account.




Richard L. Rosen
Communications & Finance Section


M&I-Valley Proposed Divestitures

Offer Includes Deposits and Loans except as Noted

Bank Office Street City
M&I Bank of Mayville Knowles Branch Highway Y Knowles
M&I Madison Bank Northport Division Branch 2001 Londonderry Drive Madison
M&I Madison Bank Middleton Branch 6300 University Avenue Middleton
M&I New Holstein Bank Marytown branch Route 2 Marytown
M&I Western State Bank Main Office 444 North Sawyer Street Oshkosh
Valley Bank Orchid Heights Branch 5310 Century Avenue Middleton
Valley Bank Verona Road Branch 4629 Verona Road Madison
Valley Bank Main Office, Leasehold only 222 West Washington Avenue Madison
Valley Bank East Central Fremont Street Branch 601 Fremont Street Kiel
Valley First National Bank Main Office 8 West Davenport Street Rhinelander
Valley First National Bank Drive-in 10 North Stevens Street Rhinelander
Valley Bank   505 Main Street Brownsville


1 The conclusion set forth in this letter is based upon the representations made in this application and such other facts as arc presently available. The letter is not intended, and should not be relied upon, as a precedent or policy of the Department.