-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oiro2cZKY7KgOOuWHzUBYfas8BH66IEzssESnSv03Lgp6Fu+BoWalJyfHG4DK/Kz U/C6v8j94GZ/sQpw99h75Q== 0000895813-03-000086.txt : 20030421 0000895813-03-000086.hdr.sgml : 20030421 20030421112153 ACCESSION NUMBER: 0000895813-03-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN TRUST CORP CENTRAL INDEX KEY: 0000073124 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 362723087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05965 FILM NUMBER: 03656460 BUSINESS ADDRESS: STREET 1: 50 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 8-K 1 x04218k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 21, 2003 -------------- NORTHERN TRUST CORPORATION --------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 0-5965 36-2723087 -------- ------ ---------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 50 South LaSalle Street, Chicago, Illinois 60675 ------------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (312) 630-6000 -------------- ITEM 5. OTHER EVENTS. ------------ Northern Trust Corporation ("Northern Trust") announced today the call for redemption of (i) all of its outstanding Auction Preferred Stock, Series C on May 21, 2003 at a redemption price of $100,000 per share, plus accrued and unpaid dividends thereon to May 21, 2003 of $197.36 per share, for a total payment of $100,197.36 per share, and (ii) all of its outstanding Flexible Auction Preferred Stock, Series D on June 4, 2003 at a redemption price of $100,000 per share, plus accrued and unpaid dividends thereon to June 4, 2003 of $204.17 per share, for a total payment of $100,204.17 per share. The press release issued by Northern Trust announcing the redemption of the outstanding Auction Preferred Stock, Series C and the Flexible Auction Preferred Stock, Series D is included as Exhibit 99 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (c) Exhibits Exhibit Number Description of Exhibit ------- ---------------------- 99 Northern Trust Corporation Press Release dated April 21, 2003. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHERN TRUST CORPORATION -------------------------- (Registrant) Date: April 21, 2003 By: /s/ Perry R. Pero ---------------------------- Name: Perry R. Pero Title: Vice Chairman and Chief Financial Officer - 3 - EXHIBIT INDEX Exhibit Number Description of Exhibit Page Number Herein ------- ---------------------- ------------------ 99 Northern Trust Corporation Press Release Page 5 dated April 21, 2003. - 4 - EX-99 3 x0421x99.txt EXHIBIT 99 ---------- Northern Trust Corporation 50 South LaSalle Street Chicago, Illinois 60675 Contact: Sue Rageas Public Relations (312) 444-4279 --------------------------------------------------------------------- FOR IMMEDIATE RELEASE --------------------------------------------------------------------- NORTHERN TRUST CORPORATION TO REDEEM AUCTION PREFERRED STOCK, SERIES C AND FLEXIBLE AUCTION PREFERRED STOCK, SERIES D (Chicago, April 21, 2003) Northern Trust Corporation announced today (i) the call for redemption on May 21, 2003 of all of its outstanding Auction Preferred Stock, Series C (the "Series C Preferred") at the redemption price of $100,000 per share, plus accrued and unpaid dividends thereon to May 21, 2003 of $197.36 per share, for a total payment of $100,197.36 per share and (ii) the call for redemption on June 4, 2003 of all of its outstanding Flexible Auction Preferred Stock, Series D (the "Series D Preferred") at the redemption price of $100,000 per share, plus accrued and unpaid dividends thereon to June 4, 2003 of $204.17 per share, for a total payment of $100,204.17 per share. Notice of the redemption is being delivered to holders of the Series C Preferred and Series D Preferred on April 21, 2003. Payment of the redemption price will be presented to beneficial holders of Series C Preferred on May 21, 2003 and to beneficial holders of Series D Preferred on June 4, 2003. Payment of the redemption price will be made through the customary procedures of The Depository Trust Company ("DTC") by the crediting of DTC participants' accounts in accordance with those participants' respective holdings of Series C Preferred and Series D Preferred as shown on DTC's records. Dividends on the Series C Preferred will accrue through May 20, 2003. From and after May 21, 2003, the Series C Preferred will no longer be deemed outstanding and the right to receive dividends thereon will cease to accrue. On May 21, 2003, all rights of holders of the Series C Preferred will cease and terminate, except only the right of the holders thereof to receive the redemption price without interest. Dividends on the Series D Preferred will accrue through June 3, 2003. From and after June 4, 2003, the Series D Preferred will no longer be deemed outstanding and the right to receive dividends thereon will cease to accrue. On June 4, 2003, all rights of holders of the Series D Preferred will cease and terminate, except only the right of the holders thereof to receive the redemption price without interest. Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of global financial solutions for the investment management, asset administration, fiduciary and banking needs of affluent individuals and corporations and institutions. Northern Trust, a multibank holding company based in Chicago, has a growing network of offices in 12 states, international offices in five countries and more than 9,300 employees worldwide. As of December 31, 2002, Northern Trust had trust assets under administration of $1.5 trillion, assets under investment management of $302.5 billion and banking assets of nearly $40 billion. Northern Trust, founded in 1889, has earned distinction as an industry leader in combining high-touch service and expertise with innovative products and services. For more information, visit www.northerntrust.com. / / / -----END PRIVACY-ENHANCED MESSAGE-----