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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
NTC CAPITAL I
(Exact name of registrant as specified in Trust Agreement)
Delaware
(State of incorporation or organization)
applied for
(I.R.S. Employer Identification No.)
c/o Northern Trust Corporation
50 South LaSalle Street
Chicago, Illinois 60675
(Address of principal executive offices) (Zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A(c)(l), please check
the following box .
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box .
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
Name of each Exchange
Title of each class on which each class
to be so registered is to be registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(G) OF THE ACT:
__% Preferred Securities, Series A
to be issued by NTC Capital I
(title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of securities to be registered hereunder is "---%
Preferred Securities, Series A" (the "Series A Preferred Securities"). The
Series A Preferred Securities will be issued by NTC Capital I and guaranteed by
Northern Trust Corporation ("NTC") to the extent set forth in the form of
guarantee (the "Guarantee") of NTC. A description of the Series A Preferred
Securities is set forth in the Registration Statement on Form S-3 (File
Nos. 333-18951, 333-18951-01, 333-18951-02 and 333-18951-03), initially
filed with the Securities and Exchange Commission (the "Commission") on
December 30, 1996, as amended by Amendment No. 1 thereto filed with
the Commission on January 3, 1997 and as the same may be further amended
(the "Registration Statement"), under the captions "Description of
Preferred Securities" and "Description of Guarantees" in the Prospectus
included in the Registration Statement (the "Prospectus") and under the
caption "Certain Terms of Series A Preferred Securities" in the
Prospectus Supplement included in the Registration Statement (the
"Prospectus Supplement"), which description is hereby incorporated by
reference herein. Any form of prospectus or prospectus supplement that
includes such description that is subsequently filed by the registrant
as part of an amendment to the Registration Statement or otherwise
pursuant to Rule 424(b) under the Securities Act, is hereby incorporated
by reference herein.
ITEM 2. EXHIBITS.
1(a) The Registration Statement, initially filed with the Commission on
December 30, 1996, as amended by Amendment No. 1 filed with the Commission
on January 3, 1997 and as the same may be further amended incorporated
herein by reference to the Registration Statement).
4(a) Form of Junior Subordinated Indenture between NTC and The First National
Bank of Chicago, as Debenture Trustee (incorporated herein by reference to
Exhibit 4(a) to the Registration Statement).
4(b) Trust Agreement of NTC Capital I, dated as of December 27, 1996, among
NTC, as Depositor, First Chicago Delaware Inc., as Trustee, and the
Adminstrative Trustee named therein (incorporated herein by reference to
Exhibit 4(c) of the Registration Statement).
4(c) Form of Amended and Restated Trust Agreement, among NTC, as Depositor, The
First National Bank of Chicago, as Property Trustee, First Chicago
Delaware Inc., as Delaware Trustee, and the Administrative Trustees named
therein (incorporated herein by reference to Exhibit 4(h) to the
Registration Statement.
4(d) Form of Guarantee Agreement, between NTC, as Guarantor, and The First
National Bank of Chicago, as Guarantee Trustee (incorporated herein by
reference to Exhibit 4(j) to the Registration Statement).
4(e) Form of Preferred Security Certificate (included as Exhibit E to Exhibit
4(c) to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: January 3, 1997
NTC CAPITAL I
By: Northern Trust Corporation,
as Depositor
By: /s/ Perry R. Pero
Perry R. Pero
Senior Executive Vice President
and Chief Financial Officer
