Bank Of Montreal /Can/ 6-K, filed Jul 28, 2020

FORM6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

BANK OF MONTREAL

(Name of Registrant)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☐            Form 40-F  ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

EX-99.1

Exhibit 99.1

News

FOR IMMEDIATE RELEASE

Bank of Montreal Announces Dividend Rates on Non-Cumulative 5-Year Rate ResetClass B Preferred Shares, Series 33 (NVCC) and Non-Cumulative Floating Rate Class B Preferred Shares, Series 34 (NVCC)

TORONTO, July 27, 2020 – Further to the announcement by Bank of Montreal (the “Bank”) (TSX:BMO)(NYSE:BMO) on June 29, 2020, the Bank today announced the applicable dividend rates for its Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 33”) and Non-Cumulative Floating Rate Class B Preferred Shares, Series 34 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 34”).

With respect to any Preferred Shares Series 33 that remain outstanding after August 25, 2020, commencing as of such date, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the five-year period commencing on August 25, 2020, and ending on August 24, 2025, will be 3.054 per cent, being equal to the sum of the five-year Government of Canada bond yield as at July 27, 2020 (being the first business day following the dividend rate calculation date of July 26, 2020, established in the Preferred Shares Series 33 prospectus, which falls on a Sunday), plus 2.71 per cent, as determined in accordance with the terms of the Preferred Shares Series 33.

With respect to any Preferred Shares Series 34 that may be issued on August 25, 2020, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of the actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the three-month period commencing on August 25, 2020, and ending on November 24, 2020, will be 2.878 per cent, being equal to the sum of the three-month Government of Canada Treasury bill yield as at July 27, 2020 (being the first business day following the dividend rate calculation date of July 26, 2020), plus 2.71 per cent, as determined in accordance with the terms of the Preferred Shares Series 34.

Beneficial owners of Preferred Shares Series 33 who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to ensure that they meet the deadline to exercise such right, which is 5:00 p.m. (EDT) on August 10, 2020.

Conversion enquiries should be directed to BMO’s Registrar and Transfer Agent, Computershare Trust Company of Canada, at 1-800-340-5021.

About BMO Financial Group

Serving customers for 200 years and counting, BMO is a highly diversified financial services provider—the 8^th^ largest bank, by assets, in North America. With total assets of $987 billion as of April 30, 2020, and a team of diverse and highly engaged employees, BMO provides a broad range of personal and commercial banking, wealth management and investment banking products and services to more than 12 million customers and conducts business through three operating groups: Personal and Commercial Banking, BMO Wealth Management and BMO Capital Markets.

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