FORM 8-A/A-2
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-2 amends and restates the Registration
Statement on Form 8-A/A dated July 24, 1998, 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, between the Registrant and Norwest Bank Minnesota, N.A.,
as rights agent (the "Rights Agent"), 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. As of November
18, 1998, the Registrant and the Rights Agent entered into a fourth
amendment (the "Fourth Amendment") to the Rights Agreement, which is filed
as Exhibit 5 hereto and is incorporated herein by reference. The Rights
Agreement as amended through the date hereof is referred to herein as the
"Rights Agreement."
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 10% 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.
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.
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). However, the Rights may
not be so exchanged for a period of 180 days immediately following the
earliest to occur of (x) the time that any person becomes an Acquiring
Person or (y) a majority of the Board is elected by stockholder action by
written consent or is comprised of persons who were not nominated by the
Board in office immediately prior to their election.
At any time prior to the earlier of (i) the date on which an
Automatic Redemption Event (as defined below) occurs, or (ii) 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 the Rights may
not be redeemed for a period of 180 days immediately following the earliest
to occur of (x) the time that any person becomes an Acquiring Person or (y)
a majority of the Board is elected by stockholder action by written consent
or is comprised of persons who were not nominated by the Board in office
immediately prior to their election. Immediately upon the occurrence of an
Automatic Redemption Event or 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.
"Automatic Redemption Event" means (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 10% 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 10% 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.
The Rights will expire on October 31, 1999 (the "Final
Expiration Date"), 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. 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.
Prior to the Distribution Date, the Rights Agreement may be
amended at the direction of the Registrant for any purpose, except as
described below. 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. Notwithstanding the foregoing, (1) no supplement or amendment
may be made to the Rights Agreement for a period of 180 days immediately
following the earliest to occur of (x) the time that any person becomes an
Acquiring Person or (y) a majority of the Board is elected by stockholder
action by written consent or is comprised of persons who were not nominated
by the Board in office immediately prior to their election, and (2)
thereafter, no supplement or amendment may be made to the Rights Agreement
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 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 original Rights Agreement between the Registrant and the
Rights Agent is included as Exhibit 1 to this Registration Statement and is
incorporated herein by reference. The First Amendment to the Rights
Agreement, dated September 17, 1997, is included as Exhibit 2 to this
Registration Statement and is incorporated herein by reference. The Second
Amendment to the Rights Agreement, dated November 18, 1997, is included as
Exhibit 3 to this Registration Statement and is incorporated herein by
reference. The Third Amendment to the Rights Agreement, dated July 21,
1998, is included as Exhibit 4 to this Registration Statement and is
incorporated herein by reference. The foregoing description of the terms of
the Rights Agreement as amended to date does not purport to be complete and
is qualified in its entirety by reference to the full text of the foregoing
documents which are included as exhibits hereto.
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. (incorporated by
reference to Exhibit 99.1 to the Registrant's
Current Report on Form 8-K dated July 21, 1998)
5 Fourth Amendment to Rights Agreement, dated as of
November 18, 1998, between Northern Trust
Corporation and Norwest Bank Minnesota, N.A.
(incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated
November 20, 1998)
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: November 20, 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. (incorporated by reference to Exhibit
99.1 to the Registrant's Current Report on Form 8-K dated
July 21, 1998)
5 Fourth Amendment to Rights Agreement, dated as of
November 18, 1998, between Northern Trust Corporation and
Norwest Bank Minnesota, N.A. (incorporated by reference
to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated November 20, 1998)
