<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
REGISTRATION NOS. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
NORTHERN TRUST CORPORATION NTC CAPITAL II
(EXACT NAME OF REGISTRANT AS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS TRUST AGREEMENT)
SPECIFIED IN ITS CHARTER)
DELAWARE
DELAWARE
(STATE OR OTHER JURISDICTION
OFINCORPORATION OR ORGANIZATION) (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
36-2723087
(I.R.S. EMPLOYER IDENTIFICATION NO.) 36-7169245
(I.R.S. EMPLOYER IDENTIFICATION NO.)
C/O NORTHERN TRUST CORPORATION
FIFTY SOUTH LASALLE STREET FIFTY SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675 CHICAGO, ILLINOIS 60675
(312) 630-6000 (312) 630-6000
(ADDRESS, INCLUDING ZIP CODE, AND
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EXECUTIVE OFFICES)
----------------
PETER L. ROSSITER
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
NORTHERN TRUST CORPORATION
FIFTY SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675
TEL: (312) 444-3716
FAX: (312) 630-1596
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE OF EACH REGISTRANT)
WITH COPIES TO:
ROBERT J. MINKUS MICHAEL M. MANEY
SCHIFF HARDIN & WAITE SULLIVAN & CROMWELL
7200 SEARS TOWER 125 BROAD STREET
CHICAGO, ILLINOIS 60606 NEW YORK, NEW YORK 10004
TEL: (312) 258-5500 TEL: (212) 558-4000
FAX: (312) 258-5600 FAX: (212) 558-3588
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after the Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-18951 and 333-
18951-02
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
(table and footnotes continued on next page)
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- -------------------------------------------------------------------------------
<PAGE>
(continued from previous page)
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Junior Subordinated Deferrable
Interest Debentures of Northern
Trust Corporation(1)........... $20,000,000 $1,000 $20,000,000 N/A
- -------------------------------------------------------------------------------------------
Preferred Securities of
NTC Capital II................. $20,000,000 $1,000 $20,000,000 $6,060.61
- -------------------------------------------------------------------------------------------
Northern Trust Corporation
Guarantee with respect to
Preferred Securities(2)(3)..... N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------
Total........................... $20,000,000(4) 100% $20,000,000(4) $6,060.61
- -------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) The Junior Subordinated Deferrable Interest Debentures will be purchased
by NTC Capital II with the proceeds of the sale of the Preferred
Securities.
(2) No separate consideration will be received for the Northern Trust
Corporation Guarantees.
(3) This Registration Statement is deemed to cover the Junior Subordinated
Deferrable Interest Debentures of Northern Trust Corporation, the rights
of holders of Junior Subordinated Deferrable Interest Debentures of
Northern Trust Corporation under the Indenture, the rights of holders of
Preferred Securities of NTC Capital II under the Trust Agreement, and the
rights of holders of the Preferred Securities under the Guarantee and the
Expense Agreement that, taken together, fully, irrevocably and
unconditionally guarantee the obligations of NTC Capital II under the
Preferred Securities.
(4) Such amount represents the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at their principal amount and the
issue price rather than the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at an original issue discount. Such
amount also represents the initial public offering price of the Preferred
Securities of NTC Capital II.
2
<PAGE>
STATEMENT PURSUANT TO SECURITIES ACT RULE 462(B)
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 and General Instruction IV of Form S-3. The contents of
the Registration Statement on Form S-3 (registration nos. 333-18951 and 333-
18951-02) filed on December 30, 1996 by Northern Trust Corporation and NTC
Capital II (the "Prior Registration Statement"), including without limitation
Exhibit 24 thereto, are incorporated herein by reference.
EXHIBITS REQUIRED PURSUANT TO SECURITIES ACT RULE 462(B)
<TABLE>
<C> <S>
5(a) Opinion of Schiff Hardin & Waite as to legality of the additional Junior
Subordinated Debentures and the Guarantees to be issued by the
Corporation.
5(b) Opinion of Richards, Layton & Finger as to legality of the additional
Preferred Securities to be issued by NTC Capital II.
8 Opinion of Schiff Hardin & Waite as to certain federal income tax
matters.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Schiff Hardin & Waite (included in 5(a)).
23(c) Consent of Richards, Layton & Finger (included in 5(b)).
24 Powers of attorney (incorporated by reference to Exhibit 24 to the Prior
Registration Statement).
</TABLE>
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
NORTHERN TRUST CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF
ILLINOIS, ON THE 22ND DAY OF APRIL, 1997.
Northern Trust Corporation
(Registrant)
/s/ Perry R. Pero
By: _________________________________
Perry R. Pero
Senior Executive Vice President
and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
William A. Osborn* Chairman and Chief Executive April 22, 1997
____________________________________ Officer
William A. Osborn
/s/ Perry R. Pero Senior Executive Vice April 22, 1997
____________________________________ President and Chief
Perry R. Pero Financial Officer
Harry W. Short* Senior Vice President and April 22, 1997
____________________________________ Controller (Chief
Harry W. Short Accounting Officer)
Director
____________________________________
Duane L. Burnham
Director
____________________________________
Susan Crown
Dolores E. Cross* Director April 22, 1997
____________________________________
Dolores E. Cross
Robert S. Hamada* Director April 22, 1997
____________________________________
Robert S. Hamada
Barry G. Hastings* Director April 22, 1997
____________________________________
Barry G. Hastings
Robert A. Helman* Director April 22, 1997
____________________________________
Robert A. Helman
Arthur L. Kelly* Director April 22, 1997
____________________________________
Arthur L. Kelly
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Frederick A. Krehbiel* Director April 22, 1997
____________________________________
Frederick A. Krehbiel
William G. Mitchell* Director April 22, 1997
____________________________________
William G. Mitchell
Edward J. Mooney* Director April 22, 1997
____________________________________
Edward J. Mooney
Director
____________________________________
Harold B. Smith
William D. Smithburg* Director April 22, 1997
____________________________________
William D. Smithburg
Bide L. Thomas* Director April 22, 1997
____________________________________
</TABLE> Bide L. Thomas
/s/ Perry R. Pero
*By____________________________
Perry R. Pero
Attorney-in-Fact
II-2
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, NTC CAPITAL II
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS ON THE 22ND DAY OF
APRIL, 1997.
NTC Capital II
By: Northern Trust Corporation, as
Depositor
/s/ Perry R. Pero
By: _________________________________
Perry R. Pero
Senior Executive Vice President
and Chief Financial Officer
II-3
<PAGE>
Exhibit 5(a)
Robert J. Minkus
(312) 258-5584
April 22, 1997
Northern Trust Corporation
50 South LaSalle Street
Chicago, Illinois 60675
Re: Northern Trust Corporation and NTC Capital II
Registration Statement on Form S-3 Filed Pursuant to Rule 462(b)
----------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Northern Trust Corporation, a Delaware
corporation (the "Corporation"), and NTC Capital II, a Delaware statutory
business trust (the "Trust"), in connection with their filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to the offering pursuant to Rule 462(b)
under the Act of (i) an additional $20,000,000 aggregate principal amount of
Junior Subordinated Deferrable Interest Debentures of the Corporation (the "Debt
Securities"), (ii) an additional $20,000,000 aggregate liquidation amount of
Preferred Securities of the Trust (the "Preferred Securities") and (iii) the
guarantees with respect to the Preferred Securities (the "Guarantees") to be
executed and delivered by the Corporation for the benefit of the holders from
time to time of the Preferred Securities. The earlier effective registration
statement for the same offering was assigned registration numbers 333-18951 and
333-18951-02.
As counsel to the Corporation and the Trust, we have examined such
corporate records, certificates and other documents, and such matters of law, as
we deemed necessary or appropriate to enable us to render this opinion.
On the basis of such examination, we are of the opinion that, when:
(a) the Registration Statement, as it may be amended, has become effective
under the Act and any applicable state securities or Blue Sky laws have been
complied with;
<PAGE>
Northern Trust Corporation
April 22, 1997
Page 2
(b) the Guarantee Agreement relating to the Guarantee with respect to the
Preferred Securities has been duly executed and delivered;
(c) the Amended and Restated Trust Agreement of the Trust has been duly
executed and delivered;
(d) the terms of the Debt Securities and of their issuance and sale have
been established by the Corporation in conformity with the Indenture so as not
to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Corporation;
(e) the terms of the Preferred Securities and of their issuance and sale
have been established in conformity with the Amended and Restated Trust
Agreement of the Trust so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Trust
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Trust;
(f) the Debt Securities have been duly executed and authenticated in
accordance with the applicable provisions of the Indenture and issued and sold
as contemplated in the Registration Statement; and
(g) the Preferred Securities have been duly executed and authenticated in
accordance with the applicable provisions of the Amended and Restated Trust
Agreement of the Trust and issued and sold as contemplated in the Registration
Statement,
the Debt Securities and the Guarantee relating to the Preferred Securities will
be valid and legally binding obligations of the Corporation, enforceable in
accordance with their terms and entitled to the benefits of the Indenture,
except to the extent enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The foregoing opinion is limited to the Delaware General Corporation Law,
the federal laws of the United States and the laws of the State of Illinois, and
we express no opinion as to the laws of any other jurisdiction.
<PAGE>
Northern Trust Corporation
April 22, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Validity of Securities" in the Prospectus and the related Prospectus
Supplement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Robert J. Minkus
-----------------------
Robert J. Minkus
RJM/tmc
<PAGE>
Exhibit 5(b)
[Letterhead of Richards, Layton & Finger]
April 22, 1997
NTC Capital II
c/o Northern Trust Corporation
Fifty South LaSalle Street
Chicago, IL 60675
Re: NTC Capital II
--------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Northern Trust
Corporation, a Delaware corporation (the "Company"), and NTC Capital II, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of December 27,
1996 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on December 27, 1996;
(b) The Trust Agreement of the Trust, dated as of December 27, 1996,
among the Company, as Depositor, and the trustees of the Trust named therein;
<PAGE>
NTC Capital II
April 22, 1997
Page 2
(c) The Registration Statement (the "Registration Statement") on Form
S-3, incorporating by reference a prospectus (the "Prospectus") and a prospectus
supplement (the "Prospectus Supplement"), relating to the offering pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, of $20,000,000
aggregate liquidation amount of Floating Rate Capital Securities, Series B, of
the Trust representing preferred undivided beneficial interests in the assets of
the Trust (each, a "Capital Security" and collectively, the "Capital
Securities"), as proposed to be filed by the Company and the Trust with the
Securities and Exchange Commission on or about April 22, 1997;
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among the Company, as Depositor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits A, C and E thereto)
(the "Trust Agreement"); and
(e) A Certificate of Good Standing for the Trust, dated April 22,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have
<PAGE>
NTC Capital II
April 22, 1997
Page 3
not been amended, (ii) except to the extent provided in paragraph 1 below, the
due creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Capital Security is to be issued by the Trust
(collectively, the "Capital Security Holders") of a Capital Securities
Certificate for such Capital Security and the payment for the Capital Security
acquired by it, in accordance with the Trust Agreement and the Registration
Statement, and (vii) that the Capital Securities are issued and sold to the
Capital Security Holders in accordance with the Trust Agreement and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.
2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
<PAGE>
NTC Capital II
April 22, 1997
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Validity of
Securities" in the Prospectus and the Prospectus Supplement. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
BJK/dgw
<PAGE>
Exhibit 8
[LETTERHEAD OF SCHIFF HARDIN & WAITE]
Lawrence H. Jacobson
(312) 258-5580
April 22, 1997
Northern Trust Corporation
50 South LaSalle Street
Chicago, Illinois 60675
Re: Northern Trust Corporation and NTC Capital II
Registration Statement on Form S-3 Filed Pursuant to Rule 462(b)
----------------------------------------------------------------
Ladies and Gentlemen:
As special tax counsel to NTC Capital II (the "Trust") and Northern Trust
Corporation in connection with the issuance of an additional $20,000,000 of
Preferred Securities of the Trust (the "Securities"), and assuming (i) the
holder of the Common Securities of the Trust will have "substantial assets"
(other than the Common Securities) within the meaning of Treasury Regulations
Section 301.7701-2(d)(2) and (ii) the operative documents for the Securities
described in the Prospectus and the Prospectus Supplement contained in the
registration statement to which this opinion is filed as an exhibit (the
"Registration Statement") will be performed in accordance with the terms
described therein, we hereby confirm to you our opinion as set forth under the
heading "Certain Federal Income Tax Consequences" in the Prospectus Supplement,
subject to the limitations set forth therein.
Our opinion is based on current provisions of the Internal Revenue Code of
1986, the Treasury Regulations promulgated thereunder, published pronouncements
of the Internal Revenue Service and case law, any of which may be changed at any
time with retroactive effect. Any change in applicable laws or facts and
circumstances surrounding the offering of the Securities, or any inaccuracy in
the statements, facts, assumptions and representations on which we have relied,
may affect the continuing validity of the opinions set forth herein. We assume
no responsibility to inform you of any such change or inaccuracy that may occur
or come to our attention.
<PAGE>
Northern Trust Corporation
April 22, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Certain
Federal Income Tax Consequences" in the prospectus incorporated by reference in
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Lawrence H. Jacobson
-------------------------
Lawrence H. Jacobson
LHJ/cjk
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 21, 1997,
included in Northern Trust Corporation's Form 10-K for the year ended December
31, 1996, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
April 22, 1997
