FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2723087
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
50 South LaSalle Street, Chicago, Illinois 60675
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _______ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
(Title of class)
This Form 8-A/A amends and restates the Registration Statement on
Form 8-A dated October 27, 1989, filed by Northern Trust Corporation (the
"Registrant") with respect to the Preferred Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement dated as of October 17,
1989 (the "Rights Agreement"), as amended by a First Amendment thereto
dated September 17, 1997, a Second Amendment thereto dated November 18,
1997, and a Third Amendment thereto dated July 21, 1998.
Item 1. Description of Registrant's Securities to be Registered
On October 17, 1989 the Board of Directors of the Registrant
declared a dividend distribution of one Right for each outstanding share of
common stock of the Registrant (the "Common Stock"). The distribution was
payable on October 31, 1989 to stockholders of record on that date.
Each Right initially entitled the holder, following a
distribution of the Rights as described below, to buy one one-hundredth of
a share of a new series of preferred stock of the Registrant, denominated
"Series A Junior Participating Preferred Stock" at a price of $250 per one
one-hundredth of a share, subject to adjustment (as a result of anti-
dilution adjustments to date, each Right, if distributed, would be
exercisable for one-sixth of one one-hundredth of a share of Series A
Junior Participating Preferred Stock at an exercise price of $41.67 for
each such fractional share). The Rights will be represented by and traded
with the Common Stock certificates and will not be exercisable or
transferable apart from the Common Stock until the earlier of (i) twenty
days after a public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Voting Power (such person or
group being called an "Acquiring Person" and such date of first public
announcement being called the "Stock Acquisition Date") or (ii) twenty days
after a person or group commences, or announces it intends to commence, a
tender or exchange offer, the consummation of which would give such person
or group 25% or more of the Voting Power (the earlier of such days being
called the "Distribution Date"). Descendants of company-founder Byron L.
Smith and certain related trusts and other entities (or a group comprised
solely of such persons) will not be deemed to be an Acquiring Person as
long as all such persons beneficially own Common Stock or other securities
of the Registrant representing less than 23% of the Voting Power. Voting
Power means the voting power of all securities of the Registrant then
outstanding generally entitled to vote for the election of directors of the
Registrant. Separate certificates for the Rights will be mailed to holders
of Common Stock as of the Distribution Date, and thereafter the separate
Right certificates alone will evidence the Rights.
The Registrant's Series A Junior Participating Preferred Stock is
a new series of preferred stock that is nonredeemable and that ranks junior
to other series of Preferred Stock of the Registrant that are currently
issued or may be issued in the future. Each share of Series A Junior
Participating Preferred Stock will be entitled to a minimum preferential
quarterly dividend of $31 per share but will be entitled to an aggregate
dividend equal to 100 times the dividend declared per share of Common
Stock. In the event of liquidation, each share of Series A Junior
Participating Preferred Stock will be entitled to a minimum preferential
liquidation payment of $25,000 per share but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock.
Each share of Series A Junior Participating Preferred Stock will have 100
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Series A Junior Participating Preferred Stock
will be entitled to receive 100 times the amount received per share of
Common Stock. These rights are protected by customary antidilution
provisions. Because of the nature of the Series A Junior Participating
Preferred Stock's dividend, liquidation and voting rights, the value of one
one-hundredth of a share of Series A Junior Participating Preferred Stock
should approximate the value of one share of Registrant's Common Stock at
the time of the execution of the Rights Agreement.
If, after October 17, 1989, any person becomes the beneficial
owner of 25% or more of the Voting Power, the Rights will adjust so that,
assuming the Rights are then exercisable, each Right (other than Rights
held by an Acquiring Person which will become void) will entitle its holder
to purchase, at the then current exercise price of the Right, that number
of shares of Common Stock of the Registrant having, at the time of such
transaction, a market value of two times the exercise price of the Right.
However, the Rights will not so adjust if the event causing the 25%
ownership threshold to be crossed is a tender offer or exchange offer for
all outstanding shares of Common Stock at a price and on terms determined
by a majority of the members of the Board of Directors of the Registrant
who are not officers of the Registrant and who are Continuing Directors (as
defined below), after receiving advice from the Board's financial advisors,
to be at a fair price and otherwise in the best interests of the Registrant
and its stockholders (a "Fair Tender Offer").
If the Registrant is the surviving corporation in a merger
involving an Acquiring Person and the Common Stock is not changed or
exchanged, or if an Acquiring Person engages in certain types of self-
dealing transactions, each Right (other than Rights owned by the Acquiring
Person which will become void), assuming it is then exercisable, will
entitle its holder to purchase at the then current exercise price of the
Right, that number of shares of Common Stock of the Registrant having, at
the time of such transaction, a market value of two times the exercise
price of the Right.
If, on or after the Stock Acquisition Date, the Registrant is
acquired in a merger or other business combination or 50% or more of its
assets or earning power is sold, each Right, assuming it is then
exercisable, will entitle its holder to purchase, at the then current
exercise price of the Right, that number of shares of Common Stock of the
surviving company having, at the time of such transaction, a market value
of two times the exercise price of the Right. Notwithstanding the
foregoing, the Rights will not be exercisable as set forth in this
paragraph in the event of any such merger or other business combination in
which the Acquiring Person acquired its shares pursuant to a Fair Tender
Offer, provided that the price per share of Common Stock offered in the
second-step transaction is not less than the price paid in the Fair Tender
Offer and the form of consideration offered in the second-step transaction
is the same as that paid in the Fair Tender Offer.
At any time after the Rights become exercisable for Common Stock,
the Board of Directors of the Registrant may exchange the unexercised
Rights (other than Rights owned by any Acquiring Person which have become
void), in whole or in part, at an exchange ratio (as adjusted, the
"Exchange Ratio") of one share of Common Stock, or one one-hundredth of a
share of Series A Junior Participating Preferred Stock (or of a share of a
class or series of Registrant's preferred stock having equivalent rights,
preferences and privileges), per Right, subject to adjustment (as a result
of anti-dilution adjustments to date, the Exchange Ratio currently is one-
sixth of one share of Common Stock per Right). Under certain
circumstances, authorization of any such exchange must be by a majority of
the Continuing Directors then in office.
At any time prior to the close of business on the twentieth day
following the Stock Acquisition Date, the Registrant may redeem the Rights
at a price of $.01 per Right (as adjusted, the "Redemption Price"; as a
result of anti-dilution adjustments to date, the Redemption Price is
currently $.00167); provided that if the Board of Directors of the
Registrant authorizes redemption of the Rights under certain circumstances,
there must be at least one Continuing Director and such authorization shall
require the approval of a majority of the Continuing Directors then holding
office. After such redemption period has expired, the Registrant's right
of redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to securities representing 10% or less of the Voting
Power and there is no other Acquiring Person. Prior to the date on which
the Rights become non-redeemable, the Registrant with the concurrence of a
majority of the Continuing Directors, may extend the time in which the
Rights may be redeemed. Immediately upon the authorization of the
redemption of the Rights by the Board of Directors of the Registrant, the
Rights will terminate and the only right of the holders of Rights will be
to receive the Redemption Price.
"Continuing Director" means a director who (i) either (a) was a
member of the Board of Directors of the Registrant prior to October 31,
1989, or (b) subsequently became a director of the Registrant and whose
initial election or initial nomination for election subsequent to such date
was approved by a vote of a majority of the Continuing Directors then on
the Board of Directors of the Registrant, and (ii) is not an Acquiring
Person or an affiliate or associate of an Acquiring Person or a
representative of an Acquiring Person or any such affiliate or associate.
The Rights will expire on October 31, 1999, unless earlier
exchanged or redeemed by the Registrant as described above. Until a Right
is exercised, the holder thereof will have no rights as a stockholder of
the Registrant, including without limitation, the right to vote or receive
dividends. The original Rights Agent was Harris Trust and Savings Bank
("Harris Trust"). Effective as of November 10, 1997, Harris Trust was
removed as Rights Agent under the Rights Agreement and Norwest Bank
Minnesota, N.A. ("Norwest") was appointed to serve as successor Rights
Agent thereunder.
So long as the Rights are attached to the Common Stock, the
Registrant will issue one Right with each new share of Common Stock issued
so that all such shares will have attached Rights. No fractional shares
will be issued, other than fractional shares of Series A Junior
Participating Preferred Stock of the Registrant that are integral multiples
of one one-hundredth of a share, and a cash payment will be made in lieu
thereof based on the market price of the Preferred or Common Stock on the
last trading day prior to the date of exercise.
The Board of Directors of the Registrant may amend the Rights
Agreement. After the Distribution Date, however, the Board of Directors of
the Registrant may amend the Rights Agreement only to cure any ambiguity,
to cure any defective or inconsistent provisions, to make changes with do
not adversely affect the interest of the holders of the Rights (other than
an Acquiring Person or an affiliate or associate of an Acquiring Person) or
to shorten or lengthen any time period under the Rights Agreement; provided
that no amendment to adjust the time period governing redemption may be
made at any time when the Rights are not redeemable. In addition, no
supplement or amendment may be made which changes the Redemption Price, the
final expiration date, the purchase price or the number of shares of Series
A Junior Participating Preferred Stock for which a Right is exercisable,
unless at the time of such supplement or amendment there is no Acquiring
Person and such supplement or amendment does not adversely affect the
interests of the holders of Rights certificates (other than an Acquiring
Person or an affiliate or associate of an Acquiring Person).
The Rights Agreement between the Registrant and the Rights Agent
specifying the terms of the Rights is included as Exhibit 1 to this
Registration Statement and is incorporated herein by reference. The
foregoing description of the Rights is qualified by reference to such
exhibit.
On September 17, 1997, the Registrant amended certain provisions
of the Rights Agreement (the "First Amendment"). The First Amendment is
included as Exhibit 2 to this Registration Statement and is incorporated
herein by reference.
On November 18, 1997, the Registrant amended certain provisions
of the Rights Agreement (the "Second Amendment"). The Second Amendment is
included as Exhibit 3 to this Registration Statement and is incorporated
herein by reference.
On July 21, 1998, the Board of Directors of the Registrant
approved a third amendment (the "Third Amendment") to the Rights Agreement.
The Third Amendment provides for an automatic redemption of the Rights upon
the earliest to occur of the following (each, an "Automatic Redemption
Event"): (i) any person becomes the beneficial owner of securities of the
Registrant which in the aggregate represent 14% or more of the Voting
Power, (ii) any person commences, or publicly announces its intent to
commence, a tender or exchange offer if upon consummation thereof such
person, together with all affiliates and associates of such person, would
be the beneficial owner of securities of the Registrant which in the
aggregate represent 15% or more of the Voting Power, (iii) any person makes
by public announcement or by written communication that is or becomes the
subject of a public announcement, or publicly announces its intent to make,
a proposal to the Registrant or its stockholders for (1) a merger,
consolidation or similar transaction involving the Registrant or any of its
subsidiaries, (2) a purchase or other acquisition of all or a substantial
portion of the assets or deposits of the Registrant and its subsidiaries or
(3) a purchase or other acquisition of securities representing 15% or more
of the Voting Power (any transaction of the type described in clauses (1),
(2) and (3) above, an "Acquisition Transaction"), or (iv) any person files
an application or notice with the Board of Governors of the Federal Reserve
System, or any other federal or state banking regulatory authority, which
application or notice seeks approval to engage in any transaction
constituting an Acquisition Transaction. Effective immediately upon the
occurrence of an Automatic Redemption Event, by action of the Board of
Directors of the Registrant taken to approve the Third Amendment and
without any further action on the part of or notice from the Board of
Directors of the Registrant, the Rights will be redeemed and will
terminate, and thereafter, the only right of holders of the Rights will be
to receive the redemption price set forth in the Rights Agreement.
The Third Amendment is filed herewith as Exhibit 4 and is
incorporated herein by reference. The foregoing description of the Third
Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text thereof.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
Exhibit No. Description
1 Rights Agreement, dated as of October 17, 1989, between
Northern Trust Corporation and Harris Trust and Savings
Bank (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated
October 27, 1989)
2 First Amendment to Rights Agreement, dated as of September
17, 1997, between Northern Trust Corporation and Harris
Trust and Savings Bank (incorporated by reference to
Exhibit 10(i) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997)
3 Second Amendment to Rights Agreement, dated as of
November 18, 1997, between Northern Trust Corporation and
Norwest Bank Minnesota, N.A. (incorporated by reference to
Exhibit 10(xiv)(2) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997)
4 Third Amendment to Rights Agreement, dated as of July 21,
1998, between Northern Trust Corporation and Norwest Bank
Minnesota, N.A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NORTHERN TRUST CORPORATION
By: /s/ Perry R. Pero
---------------------------------------
Name: Perry R. Pero
Title: Senior Executive Vice President
Dated: July 24, 1998
EXHIBIT INDEX
1 Rights Agreement, dated as of October 17, 1989, between
Northern Trust Corporation and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated October 27, 1989)
2 First Amendment to Rights Agreement, dated as of
September 17, 1997, between Northern Trust Corporation and
Harris Trust and Savings Bank (incorporated by reference to
Exhibit 10(i) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997)
3 Second Amendment to Rights Agreement, dated as of November
18, 1997, between Northern Trust Corporation and Norwest
Bank Minnesota, N.A. (incorporated by reference to Exhibit
10(xiv)(2) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997)
4 Third Amendment to Rights Agreement, dated as of July 21,
1998, between Northern Trust Corporation and Norwest Bank
Minnesota, N.A.
THIRD AMENDMENT TO RIGHTS AGREEMENT
Third Amendment to Rights Agreement (this "Amendment") entered
into as of this 21st day of July, 1998, by and between Northern Trust
Corporation, a Delaware corporation (the "Company"), and Norwest Bank
Minnesota, N.A., a national banking association, as Rights Agent (the
"Rights Agent").
The Company entered into a Rights Agreement with Harris Trust and
Savings Bank (the "Original Rights Agent") dated as of October 17, 1989, as
amended by a First Amendment thereto, dated as of September 17, 1997, and a
Second Amendment thereto, dated as of November 18, 1997 (as so amended, the
"Rights Agreement"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Rights Agreement.
Effective November 10, 1997, the Rights Agent was appointed as
successor to the Original Rights Agent in accordance with Section 21 of the
Rights Agreement.
The parties desire to amend the Rights Agreement in accordance
with Section 27 of the Rights Agreement to provide for automatic redemption
of the Rights under certain limited circumstances as authorized by the
Board of Directors of the Company on the date hereof.
In consideration of the foregoing and for other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged), the Company and the Rights Agent hereby agree as follows.
1. Section 23 of the Rights Agreement is hereby amended in its entirety
to read as follows:
(a) The Board of Directors of the Company may, at its option, at
any time prior to the earliest to occur of (i) the date on which an
Automatic Redemption Event (as defined below) occurs pursuant to
paragraph (c) of this Section 23, (ii) the close of business on the
twentieth day after the Stock Acquisition Date or (iii) the Final
Expiration Date, redeem all but not less than all the then outstanding
Rights at a redemption price of $.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption
price being hereafter referred to as the "Redemption Price");
provided, however, that if the Board of Directors of the Company
authorizes redemption of the Rights pursuant to this paragraph (a) in
either of the circumstances set forth in clauses (A) and (B) below,
there must be at least one Continuing Director and such authorization
shall require the approval of a majority of the Continuing Directors
then holding office: (A) such authorization occurs on or after the
Stock Acquisition Date; or (B) such authorization occurs on or after
the date of a change (resulting from a proxy or consent solicitation)
in a majority of the directors in office at the commencement of such
solicitation if any Person who is a participant in such solicitation
has stated that such Person (or any of its Affiliates or Associates)
intends to take or may consider taking, or if a majority of the Board
of Directors of the Company has determined in good faith that such
Person (or any of its Affiliates or Associates) intends or is likely
to take, any action which would result in such Person becoming an
Acquiring Person or which would cause the occurrence of any
transaction set forth in Section 11(a) (ii) or Section 13(a) hereof,
unless concurrent with such solicitation such Person (or one or more
of its Affiliates or Associates) is making a cash tender offer
pursuant to a Tender Offer Statement on Schedule 14D-1 (or any
successor form) filed with the Securities and Exchange Commission for
all outstanding shares of Common Stock of the type excepted from the
provisions of Section 11(a) (ii) (B) hereof; provided further, that
if, following the occurrence of a Stock Acquisition Date and following
the expiration of the right of redemption hereunder but prior to the
occurrence of any transaction set forth in Section 11(a) (ii) or
Section 13(a) hereof, (x) a Person who is an Acquiring Person shall
have transferred or otherwise disposed of a number of shares of Common
Stock in one transaction or series of transactions, not directly or
indirectly involving the Company or any of its subsidiaries, which did
not result in the occurrence of a transaction set forth in Section
11(a)(ii) or Section 13(a) hereof such that such Person is thereafter
a Beneficial Owner of shares of Common Stock and/or other securities
representing 10% or less of the Voting Power and (y) there are no
other Persons immediately following the occurrence of the event
described in clause (x) who are Acquiring Persons, then the right of
redemption shall be reinstated and thereafter be subject to the
provisions of this Section 23.
(b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph
(a) of this Section 23, and without any further action and without any
notice, the Rights will terminate, and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price.
Within ten business days after the action of the Board of Directors
ordering the redemption of the Rights pursuant to paragraph (a) of
this Section 23, the Company shall give notice of such redemption to
the holders of the then outstanding Rights by mailing such notice to
all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Stock
(c) Notwithstanding anything contained in this Agreement to the
contrary, in the event that an Automatic Redemption Event occurs at
any time prior to the earliest to occur of (i) the date on which the
Board of Directors of the Company authorizes redemption of the Rights
pursuant to paragraph (a) of this Section 23, (ii) the close of
business on the twentieth day after the Stock Acquisition Date or
(iii) the Final Expiration Date, then effective immediately upon the
occurrence of such Automatic Redemption Event, by action of the Board
of Directors of the Company taken to approve the inclusion of this
paragraph (c) in Section 23 of the Agreement and without any further
action on the part of or notice from the Board of Directors of the
Company, the Rights shall be redeemed and shall terminate, and
thereafter, the only right of the holders of Rights shall be to
receive the Redemption Price. Each of the following shall be an
"Automatic Redemption Event":
(A) any Person (other than the Company or any of its
subsidiaries or any employee benefit plan of the Company or of any
subsidiary of the Company or any Person appointed as trustee by the
Company or such subsidiary pursuant to the terms of any such plan in
such Person's capacity as trustee) becomes the Beneficial Owner of
securities of the Company which in the aggregate represent 14% or more
of the Voting Power;
(B) any Person (other than the Company or any of its
subsidiaries or any employee benefit plan of the Company or of any
subsidiary of the Company or any Person appointed as trustee by the
Company or such subsidiary pursuant to the terms of any such plan in
such Person's capacity as trustee) commences, or publicly announces
its intent to commence, a tender or exchange offer if upon
consummation thereof such Person, together with all Affiliates and
Associates of such Person, would be the Beneficial Owner of securities
of the Company which in the aggregate represent 15% or more of the
Voting Power;
(C) any Person makes by public announcement or by written
communication that is or becomes the subject of a public announcement,
or publicly announces its intent to make, a bona fide proposal to the
Company or its stockholders for (1) a merger, consolidation or similar
transaction involving the Company or any of its subsidiaries, (2) a
purchase or other acquisition of all or a substantial portion of the
assets or deposits of the Company and its Subsidiaries or (3) a
purchase or other acquisition of securities representing 15% or more
of the Voting Power (any transaction of the type described in clauses
(1), (2) or (3) of this paragraph (C), an "Acquisition Transaction");
or
(D) any Person files an application or notice with the Board
of Governors of the Federal Reserve System, or any other federal or
state banking regulatory authority, which application or notice seeks
approval to engage in any transaction constituting an Acquisition
Transaction.
(d) Within ten business days after the Company becomes aware of
the occurrence of an Automatic Redemption Event, the Company shall
give notice of the redemption of the Rights to the holders of the then
outstanding Rights by mailing such notice to all such holders at their
last addresses as they appear upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock.
(e) Any notice of redemption which is mailed in the manner
provided in this Section 23 shall be deemed given, whether or not the
holder receives the notice. Such notice of redemption shall state the
method by which the payment of the Redemption Price will be made.
Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any
manner other than that specifically set forth in this Section 23 and
other than in connection with the purchase or repurchase by any of
them of Common Stock prior to the Distribution Date. Moreover,
notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a
transaction set forth in Section 11(a) (ii) hereof until such time as
the Company's right of redemption hereunder has expired.
2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby, and all references
to the Rights Agreement shall be deemed to include this Amendment.
3. This Amendment shall be effective as of the date first written above,
and except as set forth herein, the Rights Agreement shall remain in
full force and effect and otherwise shall be unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
The parties hereto have caused this Amendment to be duly executed
as of the date first written above.
Attest: NORTHERN TRUST CORPORATION
/s/ Rose A. Ellis By /s/ Perry R. Pero
---------------------------- -------------------------------
Name: Rose A. Ellis Name: Perry R. Pero
Title: Secretary Title: Senior Executive Vice
President
Attest: NORWEST BANK MINNESOTA, N.A.
/s/ Barbara M. Novak By /s/ Susan J. Roeder
--------------------------- -------------------------------
Name: Barbara M. Novak Name: Susan J. Roeder
Title: Assistant Secretary Title: Assistant Vice President
