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Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Northern Trust Corporation
(Exact name of issuer as specified in its charter)
Delaware 36-2723087
(State of Incorporation) (IRS Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois 60675
Northern Trust Corporation Supplemental Thrift-Incentive Plan
(Full Title of Plan)
Peter L. Rossiter,
Executive Vice President and General Counsel
50 South LaSalle Street
Chicago, Illinois 60675
(Name and Address of Agent for Service)
(312) 630-6000
____________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
to be Registered (1) Registered Share Price (2) Fee
Deferred Compensation $10,000,000 100% $10,000,000 $2,780
Obligations
(1) The Deferred Compensation Obligations are unsecured obligations of Northern
Trust Corporation to pay deferred compensation in the future in accordance
with the terms of the Northern Trust Corporation Supplemental Thrift-
Incentive Plan.
(2) Estimated solely for the purpose of determining the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Northern Trust Corporation (the
"Registrant") for the fiscal year ended December 31, 1998;
(b) The Registrant Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(c) The Registrant's Current Reports on Form 8-K filed on January 19,
April 19, and July 19, 1999; and
(d) All other reports filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") since the end of
the fiscal year referred to in (a) above.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") subsequent to
the date hereof and prior to the termination of the offering of the securities
registered pursuant to this Registration Statement shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Northern Trust Corporation Deferred Compensation Obligations
("Obligations") are general unsecured obligations of the Registrant to pay
deferred compensation in the future in accordance with the terms of the Northern
Trust Corporation Supplemental Thrift-Incentive Plan ("Plan") from the general
assets of the Registrant, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.
The Obligations are not subject to redemption, in whole or in part. The
amount of compensation to be deferred by each participating employee (each a
"Participant") will be determined in accordance with the Plan based on elections
by each Participant. Each
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Obligation will be payable in accordance with the terms of the Plan. The
Obligations will be invested in one or more investment vehicles selected by the
Participant. Each Participant's Obligation will be adjusted to reflect the
investment experience, whether positive or negative, of the selected vehicles,
including any appreciation or depreciation. The Obligations will be denominated
and be payable in United States dollars.
The Registrant reserves the right to amend or terminate the Plan at any
time, provided that no amendment or termination may directly or indirectly
reduce the balance of any Obligations as of the effective date of the amendment
or termination.
The Obligations are not convertible into any other obligations of the
Participant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. The
Obligations will be funded by means of a "rabbi trust" for which U.S. Trust
Company, National Association, an independent corporate trustee will serve as
trustee. The trustee will not have the authority for, and each Participant will
be responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Obligations, enforcing covenants and taking action
upon a default.
Item 5. Interests of Named Experts and Counsel.
Peter L. Rossiter, Executive Vice Present and General Counsel of the
Registrant, has furnished the opinion attached as Exhibit 5 to this registration
statement with respect to the validity of the securities being registered
hereunder. As of July 1, 1999, Mr. Rossiter owned 223,218 shares of Common Stock
of the Registrant, which includes 190,364 shares issuable pursuant to stock
options.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article Eighth of
the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "1933 Act"). The general effect of these provisions is to
provide that the Corporation shall indemnify its directors and officers against
all liabilities and expenses reasonably incurred in connection with the defense
or settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as corporate directors or officers, if they
acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Corporation. With respect to legal proceedings by or in the
right of the Corporation in which a director or officer is adjudged liable for
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improper performance of his duty to the Corporation, indemnification is limited
by such provisions to that amount which is permitted by the court. In addition,
the Corporation has purchased insurance as permitted by Delaware law on behalf
of directors, officers, employees or agents, which may cover liabilities under
the 1933 Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits filed herewith are set forth on the Exhibit Index filed
as part of this registration statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
l933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the 30th day of
July, 1999.
NORTHERN TRUST CORPORATION
By /s/ Peter L. Rossiter
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Peter L. Rossiter
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 30th day of July, 1999.
Signature Title
WILLIAM A. OSBORN* Chairman of the Board
- ------------------ President, Chief Executive
William A. Osborn Officer and Director
PERRY R. PERO* Senior Executive Vice President
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Perry R. Pero
HARRY W. SHORT* Senior Vice President
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Harry W. Short
DUANE L. BURNHAM* Director
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Duane L. Burnham
DOLORES E. CROSS* Director
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Dolores E. Cross
SUSAN CROWN* Director
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Susan Crown
ROBERT S. HAMADA* Director
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Robert S. Hamada
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Signature Title
BARRY G. HASTINGS* Director
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Barry G. Hastings
ROBERT A. HELMAN* Director
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Robert A. Helman
ARTHUR L. KELLY* Director
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Arthur L. Kelly
WILLIAM G. MITCHELL* Director
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William G. Mitchell
EDWARD J. MOONEY* Director
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Edward J. Mooney
HAROLD B. SMITH* Director
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Harold B. Smith
WILLIAM D. SMITHBURG* Director
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William D. Smithburg
BIDE L. THOMAS* Director
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Bide L. Thomas
*Peter L. Rossiter, pursuant to powers of attorney duly executed by each of
the above Directors and Officers of Northern Trust Corporation and filed with
the Securities and Exchange Commission in Washington, D.C., hereby executes this
registration statement on behalf of each of the persons named above in the
capacity set forth opposite his or her name.
/s/ Peter L. Rossiter July 30, 1999
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Peter L. Rossiter
(Attorney-in-fact)
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EXHIBIT INDEX
Exhibit
Number Description Page No.
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4.1 Restated Certificate of Incorporation
(Incorporated by reference to Registrant's
Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997)
4.2. By-laws, as amended
(Incorporated by reference to Registrant's
Form 8-K dated July 21, 1998)
5. Opinion of Counsel
23.1 Consent of Counsel
(Contained in its opinion filed as Exhibit 5)
23.2 Consent of Independent Public Accountants
24. Powers of Attorney
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EXHIBIT 5
July 30, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: Northern Trust Corporation: Registration Statement on Form S-8
Regarding Registration of Deferred Compensation Obligations
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of Northern Trust
Corporation, a Delaware corporation (the "Corporation"), and have served in that
capacity in connection with the Corporation's filing of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933 covering the registration of
$10,000,000 aggregate amount of Deferred Compensation Obligations which
represent unsecured obligations of the Corporation to pay deferred compensation
in the future in accordance with the terms of the Northern Trust Corporation
Supplemental Thrift-Incentive Plan ("Plan"). In that connection, I have examined
such documents and have made such factual and legal investigations as I have
deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, I am of the opinion that, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Corporation,
enforceable against the Corporation in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors' rights
or by general equity principles.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Peter L. Rossiter
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Peter L. Rossiter
Executive Vice President
and General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 19,
1999, included in the Northern Trust Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 30, 1999
CONSENT OF ATTORNEY
The consent of Peter L. Rossiter, Executive Vice President and General
Counsel, to the filing of his opinion as an exhibit to this registration
statement is contained in his opinion filed as Exhibit 5 hereto.
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Northern Trust Corporation
hereby severally constitute and appoint William A. Osborn and Peter L. Rossiter,
and each of them singly, our true and lawful attorneys and agents with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below a Registration Statement on Form S-8 relating to
unsecured obligations of Northern Trust Corporation to pay deferred compensation
to participants under and pursuant to the terms of the Northern Trust
Corporation Supplemental Thrift-Incentive Plan and any and all amendments
(including post-effective amendments) to such a Registration Statement and to
file any of the foregoing, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Northern Trust Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any one of them, to said Registration
Statement, and any and all amendments thereto, and all that said attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned here hereunto executed this Power of
Attorney this 20th day of July, 1999.
/s/ William A. Osborn
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William A. Osborn
Chairman of the Board,
Chief Executive Officer and Director
/s/ Perry R. Pero
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Perry R. Pero
Senior Executive Vice President and
Chief Financial Officer
/s/ Harry W. Short
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Harry W. Short
Senior Vice President and Controller
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/s/ Duane L. Burnham /s/ Arthur L. Kelly
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Duane L. Burnham Arthur L. Kelly
Director Director
/s/ Dolores E. Cross /s/ William G. Mitchell
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Dolores E. Cross William G. Mitchell
Director Director
/s/ Susan Crown /s/ Edward J. Mooney
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Susan Crown Edward J. Mooney
Director Director
/s/ Robert S. Hamada /s/ Harold B. Smith
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Robert S. Hamada Harold B. Smith
Director Director
/s/ Barry G. Hastings /s/ William D. Smithburg
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Barry G. Hastings William D. Smithburg
Director Director
/s/ Robert A. Helman /s/ Bide L. Thomas
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Robert A. Helman Bide L. Thomas
Director Director
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Victoria Antoni, a Notary Public in and for said County, in the
aforesaid State, do hereby certify that the above-named directors and officers
of Northern Trust Corporation, personally known to me to be the same persons
whose names are subscribed to the foregoing instrument, appeared before me this
day in person, and severally acknowledged that they signed and delivered the
said instrument as their free and voluntary act, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal as of the 20th day of July, 1999.
/s/ Victoria Antoni
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NOTARY PUBLIC
My Commission Expires: 7-25-99
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