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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 16, 1997
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NTC CAPITAL I
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-21927 36-7169243
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(Commission File Number) (IRS Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois 60675
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 630-6000
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Item 5. Other Events
On January 16, 1997, the registrant issued $150,000,000 face amount of
its Floating Rate Capital Securities, Series A (the "Capital Securities"), which
represent beneficial interests in the registrant, in a public offering
registered under the Securities Act of 1933, as amended (Registration Statement
No. 333-18951-01). The sole asset of the registrant is $154,640,000 in aggregate
principal amount of the Floating Rate Junior Subordinated Debentures, Series A,
of Northern Trust Corporation (the "Guarantor"). In addition, pursuant to the
Guarantee Agreement referred to below, the Guarantor has guaranteed the
obligations of the registrant under the Capital Securities to the extent set
forth in the Guarantee Agreement.
Item 7. Financial Statements and Exhibits
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(c)Exhibits:
Exhibit 1 Underwriting Agreement, dated January 9, 1997, by and
between Northern Trust Corporation, NTC Capital I,
Goldman, Sachs & Co. and Salomon Brothers Inc, as
Representatives of the Underwriters.*
Exhibit 4(a) Junior Subordinated Indenture, dated as of January 1,
1997, between Northern Trust Corporation and The First
National Bank of Chicago, as Debenture Trustee.*
Exhibit 4(h) Amended and Restated Trust Agreement of NTC Capital I,
dated as of January 16, 1997, among Northern Trust
Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware
Inc., as Delaware Trustee, and the Administrative
Trustees named therein.*
Exhibit 4(j) Guarantee Agreement, dated as of January 16, 1997,
relating to NTC Capital I, by and between Northern
Trust Corporation, as Guarantor, and The First National
Bank of Chicago, as Guarantee Trustee.*
* Incorporated by reference to exhibit of the same number
to the Current Report on Form 8-K filed on January 22,
1997 by Northern Trust Corporation (File no. 000-5965).
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SIGNATURE
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.
NTC CAPITAL I
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(Registrant)
By: NORTHERN TRUST CORPORATION
Dated: January 22, 1997 By: /s/ Perry R. Pero
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Perry R. Pero
Senior Executive Vice President
and Chief Financial Officer
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