<PAGE>
Registration Statement No. 333-
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
The Northern Trust Company 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
____________________________________________________________________________
(Telephone number, including area codes, of agents for service)
Approximate Date of Commencement of Proposed Sale to Public:
From time to time in accordance with the
terms of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
to be Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$1.66 2/3 par value 1,076,310.4(1) 92.91(1) $100,000,000(1) $27,800(1)
(including associated Preferred Stock Purchase Rights)
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) These shares of Common Stock represent the additional number of shares of
Common Stock with respect to which benefits may be granted under the
Thrift-Incentive Plan. The shares are to be offered at prices not presently
determinable. Pursuant to Rule 457(g), the offering price is estimated
solely for the purpose of determining the registration fee and is based on
the March 19, 1999 edition of The Wall Street Journal, which quoted
Northern Trust Corporation Common Stock at $94.19 high and $91.63 low.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
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) 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;
(c) The description of the Registrant's Common Stock contained in a
registration statement filed pursuant to Section 12 of the 1934 Act,
and any amendment or report filed for the purpose of updating such
description, including Exhibit 99 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998;
(d) The description of the Registrant's Rights Agreement dated as of
October 17, 1989 filed with the Registrant's registration statement on
Form 8-A dated October 27, 1989, as amended by First Amendment dated
as of September 17, 1997 filed with the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, Second Amendment dated as of
November 18, 1997 filed with the Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, Third Amendment dated as of July
21, 1998 filed with the Registrant's Form 8-K dated July 24, 1998,
Fourth Amendment dated as of November 18, 1998 filed with the
Registrant's Form 8-K dated November 20, 1998, and Fifth Amendment
dated as of February 16, 1999 filed with the Registrant's Form 8-K
dated February 19, 1999; and
(e) The description of the Registrant's Rights Agreement dated as of July
21, 1998 filed with the Registrant's registration statement on Form 8-
A dated July 24, 1998, as amended by Amendment No. 1 dated as of
November 18, 1998 filed with the Registrant's Form 8-K dated November
20, 1998 and Amendment No. 2 dated as of February 16, 1999 filed with
the Registrant's Form 8-K dated February 19, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Peter L. Rossiter, Executive Vice President, General Counsel and Secretary
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 March 1, 1999, Mr. Rossiter owned 197,314 shares of
Common Stock of the Registrant, which includes 177,920 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
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:
-2-
<PAGE>
(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
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;
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.
-3-
<PAGE>
(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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
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 23rd day of
March, 1999.
NORTHERN TRUST CORPORATION
By /s/ Peter L. Rossiter
-----------------------------
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 23rd day of March, 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
- -------------- and Chief Financial Officer
Perry R. Pero
HARRY W. SHORT* Senior Vice President
- --------------- and Controller
Harry W. Short
DUANE L. BURNHAM * Director
- ------------------
Duane L. Burnham
DOLORES E. CROSS* Director
- -----------------
Dolores E. Cross
-5-
<PAGE>
Signature Title
ROBERT S. HAMADA* Director
- ---------------------------
Robert S. Hamada
BARRY G. HASTINGS* Director
- ---------------------------
Barry G. Hastings
ROBERT A. HELMAN* Director
- ---------------------------
Robert A. Helman
ARTHUR L. KELLY* Director
- ---------------------------
Arthur L. Kelly
FREDERICK A. KREHBIEL Director
- ---------------------------
Frederick A. Krehbiel
WILLIAM G. MITCHELL* Director
- ---------------------------
William G. Mitchell
EDWARD J. MOONEY* Director
- ---------------------------
Edward J. Mooney
HAROLD B. SMITH* Director
- ---------------------------
Harold B. Smith
William D. SMITHBURG Director
- ---------------------------
WILLIAM D. Smithburg
BIDE L. THOMAS* Director
- ---------------------------
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 name.
/s/ Peter L. Rossiter March 23rd, 1999
----------------------------------
Peter L. Rossiter
(Attorney-in-fact)
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<PAGE>
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan 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 23rd day of March, 1999.
THE NORTHERN TRUST COMPANY
THRIFT-INCENTIVE PLAN
By /s/ Martin J. Joyce, Jr.
---------------------------
Martin J. Joyce, Jr.
Chairperson, Employee Benefit
Administrative Committee,
Senior Vice President,
The Northern Trust Company
-7-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
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
-8-
<PAGE>
March 23, 1999
EXHIBIT 5
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 Additional Participations
in The Northern Trust Company Thrift-Incentive Plan
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 covering the registration of an additional $100,000,000 of
participations in The Northern Trust Company Thrift-Incentive Plan (the "Plan")
consisting of shares of common stock of the Corporation, $1.66 2/3 par value per
share, including the associated Preferred Stock Purchase Rights (collectively,
the "Stock"). 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, it is my opinion that those shares of Stock covered
by the Registration Statement that are issued in accordance with the terms of
the Plan will be legally issued, fully paid and non-assessable.
In addition, Northern Trust Corporation has submitted the Plan to the
Internal Revenue Service and has made all changes required by the IRS in order
to qualify the Plan and undertakes that it will do so in the future with respect
to any amendments that could affect the Plan's qualification.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Peter L. Rossiter
---------------------
Peter L. Rossiter
Executive Vice President
and General Counsel
<PAGE>
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
March 23, 1999
As independent public accountants, Hill, Taylor LLC hereby consent to the
incorporation by reference in this Form S-8 of our report dated April 10, 1998,
included in the Northern Trust Company's Thrift-Incentive Plan Annual Report on
Form 11-K for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
/s/ Hill Taylor LLC
HILL, TAYLOR LLC
Chicago, Illinois
March 23, 1999
CONSENT OF ATTORNEYS
The consent of Peter Rossiter, Executive Vice President and General Counsel
of Northern Trust Corporation, to the filing of his opinion as an exhibit to
this registration statement is contained in his opinion filed as Exhibit 5
hereto.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
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 the
sale of interests in The Northern Trust Company Thrift-Incentive Plan and shares
of Common Stock of Northern Trust Corporation 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 16th day of February, 1999.
/s/ WILLIAM A. OSBORN
- -------------------------
William A. Osborn
Chairman of the Board,
Chief Executive Officer and Director
/s/ PERRY R. PERO
- -------------------------
Perry R. Pero
Senior Executive Vice President and
Chief Financial Officer
/s/ HARRY W. SHORT
- -------------------------
Harry W. Short
Senior Vice President and Controller
<PAGE>
/s/ DUANE L. BURNHAM /s/ FREDERICK A. KREHBIEL
- ----------------------------- -------------------------------
Duane L. Burnham Frederick A. Krehbiel
Director Director
/s/ DOLORES E. CROSS /s/ WILLIAM G. MITCHELL
- ----------------------------- -------------------------------
Dolores E. Cross William G. Mitchell
Director Director
/s/ ROBERT S. HAMADA /s/ EDWARD J. MOONEY
- ----------------------------- -------------------------------
Robert S. Hamada Edward J. Mooney
Director Director
/s/ BARRY G. HASTINGS /s/ HAROLD B. SMITH
- ----------------------------- -------------------------------
Barry G. Hastings Harold B. Smith
Director Director
/s/ ROBERT A. HELMAN /s/ WILLIAM D. SMITHBURG
- ----------------------------- -------------------------------
Robert A. Helman William D. Smithburg
Director Director
/s/ ARTHUR L. KELLY /s/ BIDE L. THOMAS
- ----------------------------- -------------------------------
Arthur L. Kelly 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 this 16th day of February, 1999.
/s/ Victoria Antoni
-------------------
NOTARY PUBLIC
My Commission Expires: 7-25-99
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