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Registration Statement No. 333-35685
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Northern Trust Corporation
(Exact name of issuer as specified in its charter)
Delaware 36-2723087
(State of Incorporation) (IRS Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois 60675
The Northern Trust Company Thrift-Incentive Plan
(Full Title of Plan)
Peter L. Rossiter, Executive Vice President,
General Counsel and Secretary
50 South LaSalle Street
Chicago, Illinois 60675
(Name and Address of Agent for Service)
(312) 630-6000
- --------------------------------------------------------------------------------
(Telephone number, including area codes, of agents for service)
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing a post-effective amendment to Form S-8 and has duly
caused this amendment to the registration statement filed September 16, 1997,
Registration Statement No. 333-35685, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 27th day of October, 1997.
NORTHERN TRUST CORPORATION
By /s/ Peter L. Rossiter
-------------------------------
Peter L. Rossiter
Executive Vice President
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities indicated on the 27th day of October, 1997.
Signature Title
WILLIAM A. OSBORN* Chairman of the Board
- -------------------------------- President, Chief Executive
William A. Osborn Officer and Director
BARRY G. HASTINGS* President, Chief Operating
- -------------------------------- Officer and Director
Barry G. Hastings
PERRY R. PERO* Senior Executive Vice President
- -------------------------------- and Chief Financial Officer
Perry R. Pero
HARRY W. SHORT* Senior Vice President
- -------------------------------- and Controller
Harry W. Short
DUANE L. BURNHAM* Director
- --------------------------------
Duane L. Burnham
DOLORES E. CROSS* Director
- --------------------------------
Dolores E. Cross
SUSAN CROWN* Director
- --------------------------------
Susan Crown
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Signature Title
ROBERT S. HAMADA* Director
- ---------------------------
Robert S. Hamada
ROBERT A. HELMAN* Director
- ---------------------------
Robert A. Helman
ARTHUR L. KELLY* Director
- ---------------------------
Arthur L. Kelly
FREDERICK A. KREHBIEL* Director
- ---------------------------
Frederick A. Krehbiel
WILLIAM G. MITCHELL* Director
- ---------------------------
William G. Mitchell
EDWARD J. MOONEY* Director
- ---------------------------
Edward J. Mooney
HAROLD B. SMITH* Director
- ---------------------------
Harold B. Smith
WILLIAM D. SMITHBURG* Director
- ---------------------------
William D. Smithburg
BIDE L. THOMAS* Director
- ---------------------------
Bide L. Thomas
*Peter L. Rossiter, pursuant to powers of attorney duly executed by each of
the above Directors of Northern Trust Corporation and filed with the Securities
and Exchange Commission in Washington, D.C., hereby executes this amendment to
the registration statement on behalf of each of the persons named above in the
capacity set forth opposite his name.
/s/ Peter L. Rossiter October 27, 1997
- ----------------------------------
Peter L. Rossiter
(Attorney-in-fact)
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Post-effective Amendment No. 1 to The form S-8 Registration Statement. The
Northern Trust Company Thrift-Incentive Plan, Registration Statement No.
333-35685, is filed solely in order to substitute the following opinion of
counsel for the opinion contained in Exhibit 5 of the Registration Statement.
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this amendment to the registration statement filed on September 16,
1997, Registration Statement No. 333-35685, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 27th day of October, 1997.
THE NORTHERN TRUST COMPANY
THRIFT-INCENTIVE PLAN
By /s/ William N. Setterstrom
-----------------------------------------
William N. Setterstrom
Chairman, Employee Benefit Administrative
Committee
Senior Vice President,
The Northern Trust Company
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EXHIBIT 5
October 27, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Northern Trust Corporation: Registration Statement on
Form S-8 Regarding Registration of Additional Participations
in The Northern Trust Company Thrift-Incentive Plan
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of Northern Trust
Corporation, a Delaware corporation (the "Corporation"), and have served in that
capacity in connection with the Corporation's filing of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the registration of an additional $10,000,000 of
participations in The Northern Trust Company Thrift-Incentive Plan (the "Plan")
consisting of shares of common stock of the Corporation, $1.66 2/3 par value per
share, including the associated Preferred Stock Purchase Rights (collectively,
the "Stock"). In that connection, I have examined such documents and have made
such factual and legal investigations as I have deemed necessary or appropriate
for the purpose of this opinion.
Based on the foregoing, it is my opinion that those shares of Stock covered
by the Registration Statement that are issued in accordance with the terms of
the Plan will be legally issued, fully paid and non-assessable.
In addition, Northern Trust Corporation has submitted the Plan to the
Internal Revenue Service and has made all changes required by the IRS in order
to qualify the Plan and undertakes that it will do so in the future with respect
to any amendments thereto that could affect the Plan's qualification.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Peter L. Rossiter
--------------------------------
Peter L. Rossiter
Executive Vice President and
General Counsel
