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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 5, 1996
NORTHERN TRUST CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-5965 36-2723087
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
50 South LaSalle Street
Chicago, Illinois 60675
(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
Northern Trust Corporation ("Northern Trust") announced today the call
for redemption on January 26, 1996 of all of its outstanding 6.25%
Series E Preferred Stock Depositary Shares, each representing 1/20th
of a share of Northern Trust's 6.25% Cumulative Convertible Preferred
Stock, Series E. The Depositary Shares are being redeemed as a result
of the call for redemption on that same date of all of the outstanding
shares of the Series E Preferred Stock by Northern Trust's Board of
Directors. Each Depositary Share will be redeemed at $52.8125
(including dividends accrued), or converted into 1.2048 shares of
common stock, with cash to be paid for any fractional share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
The press release issued by Northern Trust announcing the redemption
of the outstanding 6.25% Series E Preferred Stock Depositary Shares
and the corresponding 6.25% Cumulative Convertible Preferred Stock,
Series E, is attached as Exhibit 99 to this Current Report on Form
8-K.
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 hereunto duly authorized.
NORTHERN TRUST CORPORATION
Date: January 5, 1996 By /s/ Perry R. Pero
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Perry R. Pero
Senior Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
PAGE NUMBER
EXHIBIT IN SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED COPY
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99 Press Release announcing 4
Redemption of the outstanding
Series E Preferred Stock
Depositary Shares
3
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NEWS RELEASE
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Northern Trust Corporation
50 South LaSalle Street
Chicago, Illinois 60675
Contact: Laurie McMahon, Investor Relations
(312) 444-7811 or
Sue Rageas, Public Relations
Release #01436 (312) 444-4279
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FOR IMMEDIATE RELEASE
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NORTHERN TRUST CORPORATION TO REDEEM SERIES E PREFERRED STOCK DEPOSITARY SHARES
(CHICAGO, January 5, 1996) Northern Trust Corporation announced today the call
for redemption on January 26, 1996 of all of its outstanding 6.25% Series E
Preferred Stock Depositary Shares. Each Depositary Share represents one-
twentieth of a share of Northern Trust Corporation's 6.25% Cumulative
Convertible Preferred Stock, Series E, which will also be redeemed on that date.
The Series E Preferred Stock, which has an aggregate stated value of $50
million, has been issued to the public only in the form of Depositary Shares.
Each Depositary Share, unless converted into Northern Trust Corporation
common stock, will be redeemed at $52.1875 plus dividends accrued from November
15, 1995 to the date of redemption in the amount of $.6163, for a total
redemption price of $52.8038. There are 1,000,000 Depositary Shares
outstanding. Each Depositary Share is convertible into 1.2048 shares of common
stock, with cash to be paid for any fractional share. If all of the Depositary
Shares are converted, approximately 1,204,800 shares of common stock would be
added to the current total of approximately 55,664,400 shares outstanding.
Notice of the call and a transmittal form are being mailed to all
registered owners of Depositary Shares as of January 5, 1996. Dividends will
cease to accrue on the Depositary Shares, and the conversion right will expire,
at 5:00 p.m., Chicago time, on January 26, 1996. Holders who convert their
shares are not entitled to receive accrued dividends on the Depositary Shares
for the period from November 15, 1995 to the conversion date. The Depositary
Shares may be surrendered for redemption or conversion with the transmittal form
at Harris Trust and Savings Bank, 311 West Monroe, Chicago, Illinois 60606.
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At the last sale price of $53.50 reported on the Nasdaq National Market
System on January 4, 1996, 1.2048 shares of Northern Trust Corporation common
stock would have a market value of approximately $64.46, as compared to the
redemption price of $52.8038 (including accrued dividends). As long as the
market price of the common stock exceeds $43.83 per share, each Depositary Share
may be converted into common stock with a market value greater than the
redemption price (including accrued dividends). Northern Trust Corporation
expects to announce its 1995 annual earnings to the public on or about January
16, 1996.
A company spokesman stated that if all the Depositary Shares were converted
into common stock, cash savings from the difference between the dividend rates
on Depositary Shares and common stock would approximate $1.6 million annually.
Conversion will have no effect on Northern Trust Corporation's fully diluted
earnings per share, because the common stock issuable upon conversion of the
Depositary Shares has previously been reflected in fully diluted shares.
Northern Trust Corporation is a multi-bank holding company with
subsidiaries in Illinois, Florida, New York, Arizona, Georgia, California, Texas
and Connecticut. Its principal subsidiary is The Northern Trust Company,
Chicago, Illinois. At September 30, 1995, Northern Trust Corporation had
consolidated total assets of approximately $20.2 billion and consolidated
stockholders equity of approximately $1.4 billion.
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