FORM 8-A/A-3
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
None Not Applicable
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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 Form 8-A/A-3 amends and restates the Registration Statement
on Form 8-A/A-2 dated November 20, 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, a Third Amendment thereto dated July 21, 1998, and a Fourth
Amendment thereto dated November 18, 1998. On February 16, 1999, the
Registrant and the Rights Agent entered into a Fifth Amendment (the "Fifth
Amendment") to the Rights Agreement, which is included as Exhibit 6 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 are 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
nonredeemable and 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). Notwithstanding the
foregoing, no such exchange of the Rights may be authorized by the Board of
Directors during the Special Period (as defined below) or at any time when
the Rights are not redeemable.
At any time prior to the earlier of (i) the date on which an
Automatic Redemption Event (as defined below) occurs, (ii) the close of
business on the twentieth day following the Stock Acquisition Date, or
(iii) the Final Expiration 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). 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 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.
Notwithstanding the foregoing, in the event that within 270 days
of a public announcement by a third party of an intent or proposal to
engage (without the current and continuing concurrence of the Board of
Directors) in a transaction involving an acquisition of or business
combination with the Registrant or otherwise to become an Acquiring Person,
there is an election of directors (whether at one or more stockholder
meetings and/or pursuant to written stockholder consents) resulting in a
majority of the Board of Directors being comprised of persons who were not
nominated by the Board of Directors in office immediately prior to such
election, then following such election and for a period of 180 days (the
"Special Period"), the Rights, if otherwise then redeemable, will only be
redeemable by the Board of Directors either (1) if they have followed
certain prescribed procedures or (2) in any other case, provided that, if
in any such other case their decision regarding redemption and any
acquisition or business combination is challenged as a breach of fiduciary
duty of care or loyalty, the directors can establish the entire fairness of
such decision without the benefit of any business judgement rule or other
presumption. The procedures required under clause (1) include: (a) the
retention of an independent financial advisor, and the receipt by the Board
of Directors of (i) the views of such advisor regarding whether redemption
of the Rights will serve the best interests of the Registrant and its
stockholders, or (ii) such advisor's statement that it is unable to express
such a view, setting forth the reasons therefor; and (b) with respect to
any pending acquisition or business combination proposal (i) the
implementation by the Board of Directors, with the advice of its
independent financial advisor, of a process and procedures which the Board
of Directors and such advisor conclude would be most likely to result in
the best value reasonably available to stockholders, (ii) receipt of a
fairness opinion from such advisor, and the Board of Directors determining,
and such advisor confirming, that it has no reason to believe that a
superior transaction is reasonably available, and (iii) execution of a
definitive transaction agreement.
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 without the approval of any holders of the Rights 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 which 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 which changes the Redemption Price, the Final Expiration Date,
the purchase price or the number of one one-hundredths of a share 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) and (2) no supplement or
amendment may be made to the Rights Agreement during the Special Period or
at a time when the Rights are not redeemable, other than to cure any
ambiguity or to cure any defective or inconsistent provisions.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Registrant unless the acquisition is conditioned on a
substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination properly approved
by the Board of Directors.
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 as of 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 as of 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 as
of July 21, 1998, is included as Exhibit 4 to this Registration Statement
and is incorporated herein by reference. The Fourth Amendment to the
Rights Agreement, dated as of November 18, 1998, is included as Exhibit 5
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.
ITEM 2. EXHIBITS
The following exhibits are filed with 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)
6 Fifth Amendment to Rights Agreement, dated as of February 16,
1999, 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 February 19,
1999)
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: February 19, 1999
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)
6 Fifth Amendment to Rights Agreement, dated as of
February 16, 1999, between Northen 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 February 19, 1999)
