UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 17)*
M&T Bank Corporation
Common Stock, par value $0.50 per share
55261F 10 4
Howard N. Cayne, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5656
April 1, 2003
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are being sent.
*The remainder of this cover 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).
This Document Consists of 21 Pages.
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Robert G. Wilmers | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): PF, BK, OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: U.S. |
Number of | 7. | Sole Voting Power: | 5,620,795 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 5,620,795 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 5,620,795 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | 4.7% | ||
14. | Type of Reporting Person (See Instructions): IN | |||
2
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
West Ferry Foundation | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: New York |
Number of | 7. | Sole Voting Power: | 200,180 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 200,180 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 200,180 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .2% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
3
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Roche Foundation | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Delaware |
Number of | 7. | Sole Voting Power: | 100,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 100,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 100,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .1% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
4
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Wilmers Company, L.L.C. | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Delaware |
Number of | 7. | Sole Voting Power: | 400,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 400,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 400,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .3% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
5
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
St. Simon Charitable Foundation | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Delaware |
Number of | 7. | Sole Voting Power: | 92,307 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 92,307 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 92,307 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .1% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
6
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Grantor Retained Annuity Trust No. 5 13-701558 |
||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: New York |
Number of | 7. | Sole Voting Power: | 214,540 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 214,540 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 214,540 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .2% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
7
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Grantor Retained Annuity Trust No. 6 13-701559 |
||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: New York |
Number of | 7. | Sole Voting Power: | 224,766 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 224,766 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 224,766 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .2% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
8
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Elisabeth Roche Wilmers | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: France |
Number of | 7. | Sole Voting Power: | 502,610 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 502,610 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 502,610 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .4% | ||
14. | Type of Reporting Person (See Instructions): IN | |||
9
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
R.I. REM Investments S.A. | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): WC | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Liechtenstein |
Number of | 7. | Sole Voting Power: | 4,513,200 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 4,513,200 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 4,513,200 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | 3.8% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
10
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Jorge G. Pereira | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Portugal |
Number of | 7. | Sole Voting Power: | 2,814,149 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 2,814,149 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 2,814,149 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | 2.4% | ||
14. | Type of Reporting Person (See Instructions): IN | |||
11
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Hofin Anstalt | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): WC | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Liechtenstein |
Number of | 7. | Sole Voting Power: | 2,813,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 2,813,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 2,813,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | 2.4% | ||
14. | Type of Reporting Person (See Instructions): OO | |||
12
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Alauda Investments Ltd. | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): WC | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Gibraltar |
Number of | 7. | Sole Voting Power: | 2,800,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 2,800,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 2,800,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | 2.4% | ||
14. | Type of Reporting Person (See Instructions): CO | |||
13
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Bikala Holdings Ltd. | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): WC | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: Gibraltar |
Number of | 7. | Sole Voting Power: | 13,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 13,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 13,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .0% | ||
14. | Type of Reporting Person (See Instructions): CO | |||
14
CUSIP No. 55261F 10 4 | Schedule 13D |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|||||
Argali [BVI] Limited | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | ý | |||||
(b) | o | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions): OO | |||||
5. |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
o | ||||
6. | Citizenship or Place of Organization: British Virgin Islands |
Number of | 7. | Sole Voting Power: | 302,000 | ||
Shares | |||||
Beneficially | |||||
Owned by | 8. | Shared Voting Power: | 0 | ||
Each | |||||
Reporting | |||||
Person With | 9. | Sole Dispositive Power: | 302,000 | ||
10. | Shared Dispositive Power: | 0 | |||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 302,000 | ||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o | ||
13. | Percent of Class Represented by Amount in Row (11): | .3% | ||
14. | Type of Reporting Person (See Instructions): CO | |||
15
CUSIP No. 55261F 10 4 | Schedule 13D |
Amendment No. 17 to Schedule 13D
The Schedule 13D, dated May 8, 1980, as amended, of Robert G. Wilmers, Elisabeth Roche Wilmers, Wilmers Company, L.L.C., West Ferry Foundation, R.I. REM Investments S.A., as the assignee of REM Foundation, Roche Foundation, Hofin Anstalt, Argali [BVI] Limited, Bikala Holdings Ltd., Alauda Investments Ltd., Jorge G. Pereira, St. Simon Charitable Foundation, Grantor Retained Annuity Trust No. 5, and Grantor Retained Annuity Trust No. 6 (collectively referred to as the Reporting Persons) is hereby amended as set forth below.
The purpose of this Amendment No. 17 to the Schedule 13D is to reflect changes in the percentage of outstanding shares of M&T Bank Corporation (M&T) common stock, par value $.50 per share (Shares), beneficially owned by the Reporting Persons, reductions primarily due to the issuance of 26,700,000 Shares to Allied Irish Banks, p.l.c. in connection with M&Ts acquisition of Allfirst Financial Inc., effective April 1, 2003, and to update certain other information.
This Amendment No. 17 to Schedule 13D should be read in conjunction with, and is qualified in its entirety by reference to the Schedule 13D and Amendments Nos. 1 through 16 thereto.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is revised and amended and restated as set forth below:
(a)-(b) The aggregate number and percentage of outstanding Shares beneficially owned by each Reporting Person are set forth below. Unless otherwise indicated, each Reporting Person has sole voting and dispositive power with respect to the M&T Shares listed opposite his name.
Number of | Percentage of | |||||||
M&T | Outstanding | |||||||
Reporting Person | Shares Owned | M&T Shares Owned1 | ||||||
Robert G. Wilmers |
5,620,795 | 2 | 4.7 | % | ||||
West Ferry Foundation |
200,180 | .2 | % | |||||
Roche Foundation |
100,000 | .1 | % | |||||
Wilmers Company, L.L.C |
400,000 | .3 | % | |||||
St. Simon Charitable Foundation |
92,307 | .1 | % | |||||
Trust No. 5 |
214,540 | .2 | % | |||||
Trust No. 6 |
224,766 | .2 | % | |||||
Elisabeth Roche Wilmers |
502,610 | .4 | % | |||||
R.I. REM Investments S.A. |
4,513,200 | 3.8 | % | |||||
Jorge G. Pereira |
2,814,149 | 3 | 2.4 | % | ||||
Hofin Anstalt |
2,813,000 | 2.4 | % | |||||
Alauda Investments Ltd. |
2,800,000 | 2.4 | % | |||||
Bikala Holdings Ltd. |
13,000 | .0 | % | |||||
Argali [BVI] Limited |
302,000 | .3 | % | |||||
Reporting Persons as a Group |
13,752,754 | 11.6 | % |
16
CUSIP No. 55261F 10 4 | Schedule 13D |
1 Based upon 119,083,784 Shares outstanding as of April 1, 2003. In calculating the beneficial ownership percentage of Mr. Wilmers and the aggregate percentage for all the Reporting Persons, Shares subject to options held by Mr. Wilmers which are currently exercisable or exercisable within 60 days from the date hereof are added to the Total Shares outstanding.
2 Mr. Wilmers beneficially owns 5,620,795 Shares over which Mr. Wilmers has sole voting and dispositive power, such Shares representing approximately 4.73% of the Shares issued and outstanding. The number of Shares beneficially owned by Mr. Wilmers includes: (i) 3,472,423 Shares owned directly; (ii) 200,180 Shares owned by the West Ferry Foundation, a charitable trust formed by Mr. Wilmers, as to which Mr. Wilmers, as trustee, holds sole voting and dispositive power; (iii) 100,000 Shares owned by the Roche Foundation, a not-for-profit, non-stock corporation, as to which Mr. Wilmers, as director and president, holds sole voting and dispositive power; (iv) 400,000 Shares held by the Wilmers Company, L.L.C., as to which Mr. Wilmers, as sole member, holds sole voting and dispositive power; (v) 92,307 Shares owned by the Saint Simon Foundation, a not-for-profit, non-stock corporation, as to which Mr. Wilmers, as a director and president, holds voting and dispositive power; (vi) 214,540 Shares held by Grantor Retained Annuity Trust No. 5; (vii) 224,766 Shares held by Grantor Retained Annuity Trust No. 6; (viii) 37,580 Shares allocated under M&Ts Retirement Savings Plan and Trust (401 (k) plan); and (ix) 878,999 Shares subject to employee stock options granted to Mr. Wilmers which are currently exercisable within 60 days of the date hereof.
3 Mr. Pereira beneficially owns 2,814,149 Shares over which Mr. Pereira has sole voting and dispositive power, such Shares representing approximately 2.36% of the Shares issued and outstanding. The number of Shares beneficially owned by Mr. Pereira includes: (i) 1,149 Shares owned directly; and (ii) 2,813,000 Shares owned by Hofin Anstalt, a corporation as to which Mr. Pereira holds sole voting and dispositive power. The number of Shares beneficially owned by Hofin Anstalt includes (i) 2,800,000 Shares held by Alauda Investments Ltd. and (ii) 13,000 Shares held by Bikala Holdings Ltd, each of which are wholly owned subsidiaries of Hofin Anstalt.
(c) On November 25, 2002, the West Ferry Foundation transferred 6,000 of the Shares it held by means of a gift. No consideration was paid for such shares. On January 15, 2003, Mr. Wilmers exercised 200,000 shares of his employee stock options, and had 98,962 of such shares withheld to cover exercise costs and withholding taxes. On January 15, 2003, Mr. Wilmers also sold 100,000 Shares, the net result of which was that Mr. Wilmers acquired an additional 1,038 Shares. The sale was an open market, market price transaction. Through December 31, 2002, Mr. Wilmers acquired an additional 873 Shares through his participation in M&Ts Retirement Savings Plan and Trust. On April 24, 2002, April 25, 2002, and January 21, 2003, Hofin Anstalt sold 30,300, 69,700, and 100,000 Shares, respectively, through its holding in Alauda Investments Ltd. These transactions were effected on the New York Stock Exchange at various times and the Shares were sold at prevailing market prices.
17
CUSIP No. 55261F 10 4 | Schedule 13D |
Other than the transactions set forth in this Item 5, routine allocations to Mr. Wilmers account under M&Ts Retirement Savings Plan and Trust, and Mr. Pereiras acquisition of Shares through his participation in M&Ts Directors Stock Plan, there were no transactions within the last 60 days by the Reporting Persons with respect to the Shares.
18
CUSIP No. 55261F 10 4 | Schedule 13D |
JOINT FILING AGREEMENT
By signing this Amendment No. 17, each Reporting Person acknowledges and agrees that the Schedule 13D, as amended hereby, is filed on such Reporting Persons behalf and agrees to such joint filing in accordance with Rule 13d-1(k) of the Securities and Exchange Commission.
SIGNATURES
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: |
April 11, 2003 |
/s/ Robert G. Wilmers Name: Robert G. Wilmers |
||
Date: |
April 11, 2003 |
/s/ Elisabeth Roche Wilmers Name: Elisabeth Roche Wilmers |
||
Date: |
April 11, 2003 |
/s/ Jorge G. Pereira Name: Jorge G. Pereira |
||
WEST FERRY FOUNDATION | ||||
Date: |
April 11, 2003 |
/s/ Robert G. Wilmers By: Robert G. Wilmers Title: Trustee |
||
ROCHE FOUNDATION | ||||
Date: |
April 11, 2003 |
/s/ Robert G. Wilmers By: Robert G. Wilmers Title: President |
||
WILMERS COMPANY, L.L.C. | ||||
Date: |
April 11, 2003 |
/s/ Robert G. Wilmers By: Robert G. Wilmers Title: Sole Member |
19
CUSIP No. 55261F 10 4 | Schedule 13D |
R.I. REM INVESTMENTS S.A. | ||||
Date: |
April 11, 2003 |
/s/ Rene Merkt By: Rene Merkt Title: Director |
||
HOFIN ANSTALT | ||||
Date: |
April 11,2003 |
/s/ Jorge G. Pereira By: Jorge G. Pereira Title: President |
||
ALAUDA INVESTMENTS LTD. | ||||
Date: |
April 11, 2003 |
/s/ Jorge G. Pereira By: Jorge G. Pereira Title: Director |
||
BIKALA HOLDINGS LTD. | ||||
Date: |
April 11, 2003 |
/s/ Jorge G. Pereira By: Jorge G. Pereira Title: Director |
||
ARGALI (BVI) LIMITED | ||||
Date: |
April 11, 2003 |
/s/ Chiquita G.M. Harding By: Chiquita G.M. Harding Title: President |
||
ST. SIMON CHARITABLE FOUNDATION | ||||
Date: |
April 11, 2003 |
/s/ Robert G. Wilmers By: Robert G. Wilmers Title: President |
20
CUSIP No. 55261F 10 4 | Schedule 13D |
GRANTOR RETAINED ANNUITY TRUST NO. 5 |
||||
Date: |
April 11, 2003 |
/s/ Robert G. Wilmers By: Robert G. Wilmers Title: Trustee |
||
Date |
April 11, 2003 |
/s/ Ira H. Jolles By: Ira H. Jolles Title: Trustee |
||
GRANTOR RETAINED ANNUITY TRUST NO. 6 |
||||
Date |
April 11, 2003 |
/s/ Ira H. Jolles By: Ira H. Jolles Title: Trustee |
21