<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)
Northern Trust Corporation
-------------------------
(Name of Issuer)
Common Stock, $1.66 2/3 Par
----------------------------
(Title of Class of Securities)
665859104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person; (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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CUSIP No. 665859104 13G Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northern Trust Corporation 36-2723087
The Northern Trust company 36-1561860
Northern Trust Bank of Arizona, NA 59-0258165
Northern Trust Bank of California, NA 94-2938925
Northern Trust Bank of Florida, NA 36-2798553
Northern Trust Bank of Texas, NA 75-1999849
Northern Trust Quantitative Advisors, Inc 36-3608252
Northern Trust Bank of Colorado, NA 84-1348368
Northern Trust Bank, FSB 38-3424562
The Northern Trust Company of Connecticut 06-6275604
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not Applicable
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Northern Trust Corporation--a Delaware corporation with principal offices
in Chicago, Illinois
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SOLE VOTING POWER
5
NUMBER OF 4,789,187
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
19,015,649
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,655,954
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
18,277,956
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
26,175,851
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
11.78
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TYPE OF REPORTING PERSON
12
Northern Trust Corporation HC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with statement [_].
1. (a) (Name of Issuer)
--------------
Northern Trust Corporation
(b) (Address of Issuer's Principal Executive Offices)
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50 South LaSalle St., Chicago, Ill. 60675
2. (a) (Name of Person Filing)
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Northern Trust Corporation
(b) (Address of Person Filing)
------------------------
50 South LaSalle Street, Chicago, Illinois 60675
(c) (Citizenship)
-----------
U.S. (Delaware Corporation)
(d) (Title of Class of Securities)
----------------------------
Common Stock, $1.66 2/3 Par
(e) (CUSIP Number)
------------
665859104
3. This statement is being filed by Northern Trust Corporation as a Parent
Holding Company in accordance with S240,13d-1(b)(1)(ii)(G).
4. (a) (Amount Beneficially Owned:)
-------------------------
26,175,851
(b) (Percent of class:)
----------------
11.78
(c) Number of shares as to which such person has:
(i) (Sole Power to Vote or to Direct the Vote:)
----------------------------------------
4,789,187
(ii) (Shared Power to Vote or to Direct the Vote:)
------------------------------------------
19,015,649
(iii) (Sole Power to Dispose or Direct Disposition:)
-------------------------------------------
3,655,954
(iv) (Shared Power to Dispose or Direct Disposition:)
---------------------------------------------
18,277,956
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5. If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following: [_]
6. Statement regarding ownership of 5 percent or more on behalf of another
person:
7. Parent Holding Company reporting on behalf of the following
subsidiaries, all of which are banks as defined in Section 3(a)(6)
of the Act:
The Northern Trust Company Northern Trust Bank of Arizona N.A
50 South La Salle Street 2398 East Camelback Road
Chicago, Il 60675 Phoenix, AZ 85016
Northern Trust Bank of California N.A. Northern Trust Bank of Florida N.A.
355 South Grand Avenue, Suite 2600 700 Brickell Avenue
Los Angeles, Ca 90071 Miami, Fl 33131
Northern Trust Bank of Texas N.A. Northern Trust Quantitative
2020 Ross Avenue Advisors, Inc.
Dallas, TX 75201 50 South LaSalle Street
Chicago, IL 60675
Northern Trust Bank of Colorado Northern Trust Bank, FSB
1200 17th Street, 24th Floor 1701 North Woodward Avenue,
Denver, CO 80202 Suite 110,
Bloomfield Hills, MI 48304
The Northern Trust Company of
Connecticut
300 Atlantic Street, Suite 400
Stamford, CT 06901
8. Identification and Classification of Members of the Group.
Not Applicable
9. Notice of Dissolution of Group:
Not Applicable
10. By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
NORTHERN TRUST CORPORATION
___________________________________
By: Perry R. Pero
DATED: 02-07-2000 As its: Vice Chairman
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EXHIBIT TO SCHEDULE 13G
FILED BY NORTHERN TRUST CORPORATION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attention: Filing Desk, Stop 1-4
RE: Northern Trust Corporation
--------------------------
Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G Amendment to which this
exhibit is attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.
NORTHERN TRUST CORPORATION
___________________________________
By: Perry R. Pero
DATED: 02-07-2000 As its: Vice Chairman
THE NORTHERN TRUST COMPANY
___________________________________
By: Perry R. Pero
As its: Vice Chairman
NORTHERN TRUST BANK OF ARIZONA, NA
NORTHERN TRUST BANK OF CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA
NORTHERN TRUST BANK OF TEXAS, NA
___________________________________
By: Barry G. Hastings
As its Authorized Representative
NORTHERN TRUST QUANTITATIVE ADVISORS, INC.
___________________________________
By: John Goodwin
As its Managing Director
NORTHERN TRUST BANK OF COLORADO, NA
___________________________________
By: Scott Wylie
As its Chairman and CEO
NORTHERN TRUST BANK, FSB
___________________________________
By: James I. Kaplan, Esq.
As its Authorized Representative
THE NORTHERN TRUST COMPANY OF CONNECTICUT
___________________________________
By: Edgar W. Barksdale, Jr.
As its Chairman of the Board
