NORTHERN TRUST CORP
8-K, 1999-05-18
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)          May 18, 1999
                                                    ------------------------

                          NORTHERN TRUST CORPORATION
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                   Delaware
- -------------------------------------------------------------------------------
                (State or other jurisdiction of incorporation)

             0-5965                                   36-2723087
- --------------------------------         -------------------------------------
    (Commission File Number)               (IRS Employer Identification No.)

Fifty South LaSalle Street, Chicago, Illinois                 60675
- -------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code        (312) 630-6000
                                                        ------------------ 


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5.  Other Events

     Northern Trust Corporation in a news release dated May 18, 1999 announced
the declaration of a quarterly cash dividend on shares of its common stock in
the amount of 24 cents per share, payable July 1, 1999 to holders of record as
of June 10, 1999.

The news release also reported that its Board of Directors increased the
Corporation's common stock buy-back authorization by approximately 4.9 million
shares, thus allowing the purchase in the future of up to an aggregate of 6.0
million shares of the Corporation's common stock. The Corporation expects to use
this additional buy-back authorization principally to purchase shares needed for
its stock option and other stock incentive programs. An average of approximately
1.5 million shares has been required annually for these purposes since the
beginning of 1997.

Item 7.  Financial Statements and Exhibits

    (c)  Exhibits:

         Exhibit 99  Additional Exhibits:  Northern Trust Corporation News
                                           Release dated May 18, 1999.

                                    SIGNATURE
                                        
      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       NORTHERN TRUST CORPORATION
                                       --------------------------
                                              (Registrant)


                                            Perry R. Pero
                                            -------------
                                       By:  Perry R. Pero
                                            Senior Executive Vice President
Date:  May 18, 1999                         and Chief Financial Officer

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                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 

Number    Description                                Page Number Herein
- ------    -----------                                ------------------
<C>       <S>                                        <C> 
(99)      Northern Trust Corporation News Release          Page 4
          dated May 18, 1999.
</TABLE> 

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<PAGE>

                                                                      EXHIBIT 99


                  Contact: Laurie McMahon, Investor Relations
                             (312) 444-7811    or
                         Sue Rageas, Public Relations
Release #01487               (312) 444-4279               www.northerntrust.com
                                                          ---------------------


FOR IMMEDIATE RELEASE
- ---------------------

                  NORTHERN TRUST ANNOUNCES QUARTERLY DIVIDEND;
                      SHARE REPURCHASE AUTHORITY INCREASED
                                        
(CHICAGO, May 18, 1999) Northern Trust Corporation today announced the
declaration of a quarterly cash dividend on shares of its common stock in the
amount of 24 cents per share, payable July 1, 1999 to holders of record as of
June 10, 1999.

     The Corporation also announced today that its Board of Directors increased
the Corporation's common stock buy-back authorization by approximately 4.9
million shares, thus allowing the purchase in the future of up to an aggregate
of 6.0 million shares of the Corporation's common stock. The shares may be
repurchased from time to time in open market purchases, and would be held as
treasury shares and used for general corporate purposes. Since authorization
under the buy-back program was last increased to 5 million shares in late 1996,
the Corporation has repurchased a total of approximately 3.9 million shares.

                                     / / /
                                        
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