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
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(Exact name of registrant as specified in its charter)
Delaware 36-2723087
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State of (I.R.S. Employer
incorporation or organization) 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 Registration Statement on Form 8-A/A-2 amends and restates the
Registration Statement on Form 8-A/A dated November 20, 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 amended by Amendment No. 1
thereto dated as of November 18, 1998. On February 16, 1999, the
Corporation and the Rights Agent entered into Amendment No. 2 to the Rights
Agreement, which is included as Exhibit 3 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 18, 1998 and Amendment No. 2 thereto, dated as of
February 16, 1999 (as so amended, 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 earlier
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
at any time during the Special Period (as defined below)) after the date a
tender or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common Stock
is first published, sent or given to the Corporation's stockholders. The
"Special Period" is defined as the 180-day period following the
effectiveness of any election of directors, occurring 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) in a
transaction involving an acquisition of or business combination with the
Corporation or otherwise to become an Acquiring Person (as defined below),
which election results in a majority of the Board being comprised of
persons who were not nominated by the Board in office immediately prior to
such election.
The "Stock Acquisition Date" is defined as 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 15% or more of the
shares of Common Stock then outstanding or (y) the date that any person
enters into an agreement or arrangement with the Corporation or any of its
subsidiaries 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 for purposes
of clause (x) above as long as all such persons beneficially own less than
23% of the outstanding shares of Common Stock. An "Acquisition
Transaction" is defined as (a) a merger, consolidation or similar
transaction as a result of which stockholders of the Corporation will own
less than 60% of the outstanding shares of Common Stock or the common stock
of a publicly-traded entity which controls the Corporation or into which
the Corporation has been merged or otherwise combined (based solely on the
shares of Common Stock received by such stockholders, in their capacity as
stockholders of the Corporation, pursuant to such transactions), (b) a
purchase of all or a substantial portion of assets of the Corporation and
its subsidiaries, or (c) a purchase or other acquisition of securities
representing 15% or more of the shares of Common Stock then outstanding.
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, no such exchange of the New Rights may be authorized by the
Board during the Special Period or at any time when the New Rights are not
redeemable.
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 close of business on the 20th day following
the Stock Acquisition Date or (ii) the final expiration date of the New
Rights. 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.
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) in a
transaction involving an acquisition of or business combination with the
Corporation 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 being comprised of persons who were not nominated by the Board in
office immediately prior to such election, then following such election and
for a period of 180 days (the "Special Period"), the New Rights, if
otherwise then redeemable, will only be redeemable by the Board 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 (i) the views of such advisor regarding whether
redemption of the New Rights will serve the best interests of the
Corporation 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, with the advice of its
independent financial advisor, of a process and procedures which the Board
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 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.
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 New Rights Agreement may be amended by the Board without the
approval of any holders of the New Rights (a) prior to the Distribution
Date, in any manner 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 supplement or amendment to the New
Rights Agreement may be made during the Special Period or at any time when
the New Rights are nonredeemable other than supplements or amendments of
the type contemplated by clause (i) or (ii) above.
The New Rights may have certain anti-takeover effects. The New Rights
will cause substantial dilution to a person or group that attempts to
acquire the Corporation unless the acquisition is conditioned on a
substantial number of New Rights being acquired. The New Rights should not
interfere with any merger or other business combination properly approved
by the Board.
The New Rights Agreement is included as Exhibit 1 to this Registration
Statement and is incorporated herein by reference. Amendment No. 1 to the
New Rights Agreement, dated as of November 18, 1998, is included as Exhibit
2 to this Registration Statement and is incorporated herein by reference.
Amendment No. 2 to the New Rights Agreement, dated as of February 16, 1999,
is included as Exhibit 3 to this Registration Statement and is incorporated
herein by reference. The foregoing description of the terms of the New
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 as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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)
3 Amendment No. 2 to Rights Agreement, dated as of
February 16, 1999, between Northern Trust Corpora-
tion 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
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 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)
3 Amendment to Rights Agreement, dated as of February 16,
1999, 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 February 19, 1999)
