<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 19, 1996
-----------------------------
NORTHERN TRUST CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-5965 36-2723087
- ------------------------------- ------------------------------------
(Commission File Number) (IRS Employer 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
-----------------------------
<PAGE>
Item 5. Other Events
------------
Northern Trust Corporation disclosed in a news release dated November 19,
1996 that its Board of Directors had declared a 2-for-1 split of the common
stock of the Corporation, to be effected by means of a 100% stock distribution.
One share for each share held by stockholders of record on December 2, 1996 will
be distributed on December 9, 1996.
The Corporation also announced the declaration of a quarterly cash dividend
on shares of its common stock outstanding after the split in the amount of 18
cents per share, payable January 2, 1997 to holders of record on December 10,
1996. This dividend, taking into account the stock distribution, represents an
increase of 16.1% over the previous dividend.
The news release also reported that the Board of Directors increased the
Corporation's common stock buy-back authorization by approximately 2.1 million
shares, thus allowing the purchase in the future of up to an aggregate of 2.5
million shares of the Corporation's common stock (5 million shares post-split).
The Corporation expects to use this additional buy-back authorization
principally to purchase shares needed for its stock option and other stock
incentive programs. An average of approximately 650,000 shares (1,300,000
shares post-split) has been required annually for these purposes since the
beginning of 1994.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Exhibit (99) Additional Exhibits: Northern Trust Corporation News
Release dated November 19, 1996.
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 hereunto duly authorized.
NORTHERN TRUST CORPORATION
(Registrant)
By:
--------------------------------------
Peter L. Rossiter
Executive Vice President,
General Counsel and Secretary
Date: November 20, 1996
<PAGE>
EXHIBIT INDEX
-------------
The following exhibit is filed herewith:
Exhibit
Number Description Page Number Herein
- ------ ----------- ------------------
(99) Northern Trust Corporation News Release
dated November 19, 1996. Page 4
<PAGE>
================================================================================
NEWS RELEASE
================================================================================
================================================================================
NORTHERN TRUST CORPORATION
50 South LaSalle Street
Chicago, Illinois 60675
Contact: Laurie McMahon, Investor Relations
(312) 444-7811 or
Sue Rageas, Public Relations
Release #01449 (312) 444-4279 http://www.ntrs.com
================================================================================
FOR IMMEDIATE RELEASE
- ---------------------
NORTHERN TRUST ANNOUNCES 2-FOR-1 STOCK SPLIT AND 16.1% DIVIDEND INCREASE; SHARE
REPURCHASE AUTHORITY ALSO INCREASED
(CHICAGO, November 19, 1996) Northern Trust Corporation today announced that
its Board of Directors declared a 2 for 1 split of the common stock of the
Corporation, to be effected by means of a 100% stock distribution. One share
for each share held by shareholders of record on December 2, 1996, will be
distributed on December 9, 1996. The Corporation also announced the declaration
of a quarterly cash dividend on shares of its common stock outstanding after the
split in the amount of 18 cents per share, payable January 2, 1997 to holders of
record as of December 10, 1996. This dividend, taking into account the stock
distribution, represents an increase of 16.1% over the previous dividend.
William A. Osborn, Chairman and Chief Executive Officer, stated, "The
increase in outstanding shares resulting from the stock split should permit
wider distribution and interest in our stock, while the increase in the cash
dividend is consistent with the growth in earnings and our outlook for the
future."
The Corporation also announced today that its Board of Directors increased
the Corporation's common stock buy-back authorization by approximately 2.1
million shares, thus allowing the purchase in the future of up to an aggregate
of 2.5 million shares of the Corporation's common stock (5 million shares post-
split). The shares may be repurchased from time to time in open market
purchases, and would be used for general corporate purposes. Since
authorization under the buy-back program was last increased to 4 million shares
(8 million shares adjusted for the split) in 1994, the Corporation has
repurchased a total of approximately 3.6 million shares (7.2 million shares
adjusted for the split).
/ / /
