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
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(Exact name of registrant as specified in its charter)
Delaware 36-2723087
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois 60675
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(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
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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
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(Title of class)
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(Title of class)
This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A dated July 24, 1998 filed by Northern
Trust Corporation (the "Corporation") with respect to the Preferred Stock
Purchase Rights to be issued pursuant to the Rights Agreement, dated as of
July 21, 1998, between the Corporation and Norwest Bank Minnesota, N.A.
(the "Rights Agent"). As of November 18, 1998, the Corporation and the
Rights Agent entered into Amendment No. 1 to the Rights Agreement, which is
filed as Exhibit 2 hereto and is incorporated herein by reference.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On July 21, 1998, the Board of Directors (the "Board") of the
Corporation declared a dividend distribution of one right (each a "New
Right") for each outstanding share of the common stock, par value $1.66 -
2/3 per share, of the Corporation ("Common Stock") to stockholders of
record at the close of business on the earlier of October 31, 1999, the
date on which the Rights Agreement, dated as of October 17, 1989, between
the Corporation and Norwest Bank Minnesota, N.A., as successor rights agent
(as amended, the "1989 Rights Agreement") expires, or the date on which the
rights issued under the 1989 Rights Agreement (the "1989 Rights") are
exchanged or redeemed in accordance with the provisions of the 1989 Rights
Agreement (such date being referred to as the "Record Date"). Each New
Right will entitle the registered holder to purchase from the Corporation
one one-hundredth of a share of Series A Junior Participating Preferred
Stock, no par value (the "Preferred Stock"), of the Corporation at an
exercise price of $330.00, subject to adjustment (as adjusted from time to
time, the "Purchase Price"). The description and terms of the New Rights
are set forth in a Rights Agreement, dated as of July 21, 1998, between the
Corporation and the Rights Agent, as amended by Amendment No. 1 thereto,
dated as of November 17, 1998, between the Corporation and the Rights Agent
(the "New Rights Agreement").
The New Rights Agreement was adopted by the Board to replace the 1989
Rights Agreement upon the expiration or redemption of the 1989 Rights,
which will occur no later than October 31, 1999. In no event will both the
1989 Rights and the New Rights be exercisable.
Initially following the Record Date, the New Rights will be attached
to all certificates representing shares of Common Stock then outstanding,
and no separate Rights Certificates will be distributed. Unless previously
redeemed by the Board in accordance with the New Rights Agreement, the New
Rights will separate from the Common Stock and a "Distribution Date" will
occur upon the earlier of (i) 20 days following the Stock Acquisition Date
(as defined below) or (ii) 20 days (or such later date as the Board shall
determine, provided that no deferral of such date may be made by the Board
for a period of 180 days immediately following the occurrence of certain
events specified in the New Rights Agreement) after the date a tender or
exchange offer that would result in a person or group beneficially owning
10% or more of the outstanding shares of Common Stock is first published,
sent or given to the Corporation's stockholders.
The "Stock Acquisition Date" is defined as the twentieth day
following the earlier of (x) the first date of public announcement by the
Corporation that any person or group (other than certain exempt persons or
groups) has acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of the shares of Common Stock then outstanding or
(y) the date on which any Offering Person (as defined below) or any
affiliate or associate thereof enters into an agreement with the
Corporation providing for an Acquisition Transaction (as defined below)
(any person described in clause (x) or clause (y) above is referred to as
an "Acquiring Person"). Descendants of Corporation 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 less than 23% of the outstanding shares
of Common Stock. An "Offering Person" is defined as any person (other than
the Corporation or any of its subsidiaries) who, at or at any time within
the 730-day period prior to the time that 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, (i) has commenced, or has publicly announced that it intends to
commence or is considering commencing, a tender or exchange offer if upon
consummation thereof such person, together with its affiliates and
associates, would beneficially own 10% or more of the shares of Common
Stock then outstanding, (ii) has made by public announcement or by written
communication that is or becomes the subject of a public announcement, or
has publicly announced that it intends to make or is considering making, a
proposal to the Corporation or its stockholders for (x) a merger,
consolidation or similar transaction involving the Corporation or any of
its subsidiaries, (y) a purchase or other acquisition of all or a
substantial portion of the assets or deposits of the Corporation and its
subsidiaries, or (z) a purchase or other acquisition of securities
representing 10% or more of the shares of Common Stock then outstanding
(any transaction of the type described in clauses (x), (y) or (z) above, an
"Acquisition Transaction"), or (iii) has filed 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.
Following the Record Date and until the Distribution Date, (i) the
New Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the New Rights Agreement by reference and (iii) the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the New Rights associated with the Common
Stock represented by such certificate.
The New Rights will not be exercisable until the Distribution Date
and will expire at the close of business on October 31, 2009 (subject to
extension), unless earlier redeemed by the Corporation as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the New Rights. Except as
otherwise determined by the Board, only shares of Common Stock issued prior
to the Distribution Date will be issued with New Rights.
In the event (a "Flip-in Event") that any person, at any time after
the date of the New Rights Agreement, becomes an Acquiring Person, each
holder of a New Right thereafter will have the right to receive, upon
exercise thereof, Common Stock (or, in certain circumstances, cash,
property or other securities of the Corporation) having a value equal to
two times the Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of a Flip-in Event, all New Rights that are, or
(under certain circumstances specified in the New Rights Agreement) were,
beneficially owned by an Acquiring Person, any of its associates or
affiliates, and certain of its transferees, will be null and void.
Moreover, the New Rights will not be exercisable following the first
occurrence of a Flip-in Event until such time as the New Rights are no
longer redeemable by the Corporation as described below.
In the event that, at any time following the Stock Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction or (ii) 50% or more of the Corporation's assets or earning
power is sold or transferred (each, a "Flip-over Event"), each holder of a
New Right (except New Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise thereof,
common stock or other securities of the acquiring company having a value
equal to two times the Purchase Price.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the New
Rights are subject to adjustment from time to time in accordance with
customary antidilution provisions. Following the occurrence of a Flip-in
Event or a Flip-over Event, the antidilution provisions will apply to the
Common Stock or other securities for which the New Rights are then
exercisable.
With certain exceptions, no adjustment to the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares will be issued, other than fractional shares of
Preferred Stock 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.
At any time after the New Rights become exercisable for Common Stock,
the Board may exchange the unexercised New Rights (other then New Rights
owned by any Acquiring Person which have become void), in whole or in part,
at an exchange ratio of one share of Common Stock, or one one-hundredth of
a share of Preferred Stock (or of a share of a class or series of the
Corporation's preferred stock having equivalent rights, preferences and
privileges), per New Right (subject to adjustment). Notwithstanding the
foregoing, in the event that 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,
then for a period of 180 days following the effectiveness of such election
the New Rights may not be so exchanged.
The Board is empowered to redeem the New Rights in whole, but not in
part, at a price of $.01 per New Right (the "Redemption Price") at any time
before the earlier of (i) the expiration of twenty days following the Stock
Acquisition Date or (ii) the final expiration date of the New Rights.
Notwithstanding the foregoing, in the event that 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, then for a period of 180 days following the effectiveness of such
election the New Rights may not be so redeemed. Immediately upon the action
of the Board ordering redemption of the New Rights, the New Rights will
terminate and the only right of the holders of New Rights will be to
receive the Redemption Price.
Until a New Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Corporation, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the New Rights will not be taxable to stockholders or to
the Corporation, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the New Rights become
exercisable for Common Stock (or other consideration) or for common stock
of an acquiring company as set forth above.
The Rights Agreement may be amended by the Board (a) prior to the
Distribution Date, in any manner (other than an amendment to the Redemption
Price or the number of one one-hundredths of a share of Preferred Stock
purchasable upon exercise of a New Right) and (b) after the Distribution
Date, in order to (i) cure any ambiguity, (ii) correct or supplement
provisions which may be defective or inconsistent, (iii) make changes which
do not adversely affect the interests of holders of New Rights (other than
those held by an Acquiring Person or certain related persons) or (iv)
shorten or lengthen any time period under the New Rights Agreement
(including the time period governing redemption), provided that no
extension or amendment to adjust the time period for redemption may be made
at such time as the New Rights are nonredeemable. Notwithstanding the
foregoing, in the event that 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,
then for a period of 180 days following the effectiveness of such election,
the New Rights Agreement may not be amended for any purpose.
The New Rights Agreement and Amendment No. 1 are included as Exhibit
1 and Exhibit 2 hereto, respectively, and are incorporated herein by
reference. The foregoing summary description of the New Rights does not
purport to be complete and is qualified in its entirety by reference to the
full text of the New Rights Agreement and Amendment No. 1 thereto.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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1 Rights Agreement, dated as of July 21, 1998,
between Northern Trust Corporation and Norwest Bank
Minnesota, N.A., as Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated July 24,
1998)
2 Amendment No. 1 to Rights Agreement, dated as of
November 18, 1998, between Northern Trust
Corporation and Norwest Bank Minnesota, N.A., as
Rights Agent (incorporated by reference to Exhibit
99.2 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
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Name: Perry R. Pero
Title: Senior Executive Vice President
Dated: November 20, 1998
EXHIBIT INDEX
1 Rights Agreement, dated as of July 21, 1998, between
Northern Trust Corporation and Norwest Bank Minnesota,
N.A., as Rights Agent (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated July 24, 1998)
2 Amendment to Rights Agreement, dated as of November 18,
1998, between Northern Trust Corporation and Norwest Bank
Minnesota, N.A., as Rights Agent (incorporated by
reference to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated November 20, 1998)
