-----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, P2K0wGe2lsnAX8H7c8m7Q4ZPA7e8UmCc7CyxiVD7Rin2EuBoMG5BDvRZ4k17NaOU 7HIjTL7gtA6N++8Gkp+x0Q== 0000950131-02-003108.txt : 20020813 0000950131-02-003108.hdr.sgml : 20020813 20020813105024 ACCESSION NUMBER: 0000950131-02-003108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: FILED AS OF DATE: 20020813 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: 02728246 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 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 13, 2002 ------------------------------- NORTHERN TRUST CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - ------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-5965 36-2723087 - ------------------------------------- ------------------------------------- (Commission File Number) (IRS Employer Identification No.) Fifty South LaSalle Street, Chicago, Illinois 60675 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 630-6000 ----------------------------- Item 9. Regulation FD Disclosure Cover letter to the Securities and Exchange Commission, a copy of which is filed as Exhibit 99.1 hereto, is incorporated herein by reference. A "Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings" was filed with the Securities and Exchange Commission on August 13, 2002, a copy of which is filed as Exhibit 99.2 hereto, is incorporated herein by reference. A "Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings" was filed with the Securities and Exchange Commission on August 13, 2002, a copy of which is filed as Exhibit 99.3 hereto, is incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHERN TRUST CORPORATION -------------------------- (Registrant) Dated: August 13, 2002 By: /s/ Perry R. Pero ------------------ Perry R. Pero Vice Chairman and Chief Financial Officer 3 EXHIBIT INDEX Number Description Page Number - ------ ----------- ----------- 99.1 Cover Letter to the Securities and Exchange Commission 5 99.2 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 6 99.3 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 7 4 EX-99.1 3 dex991.txt COVER LETTER TO THE SEC Exhibit 99.1 Northern Trust Corporation 50 South La Salle Street Chicago, Illinois 60675 (312) 630-6300 {Logo of Northern Trust] August 13, 2002 VIA FACSIMILE (202-824-5090 OR 202-824-5091) FOLLOWED BY FEDERAL EXPRESS - ------------------------------------------------------------------------ Mr. Jonathan G. Katz Secretary Securities and Exchange Commission 450 Fifth Street, N.W. Washington D.C. 20549 Re: Northern Trust Corporation - Statements Under Oath of Principal Executive and Principal Financial Officer Dear Secretary Katz: Enclosed on behalf of the Principal Executive Officer and Principal Financial Officer of Northern Trust Corporation pursuant to Order No. 4-460 of the Securities and Exchange Commission (June 27, 2002), please find one (1) original and one (1) copy of each of the following documents: 1. Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings; and 2. Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. Please file stamp the enclosed copy of this letter and the enclosed copy of each Statement and return them in the self-addressed stamped envelope to confirm your receipt of these filings. Sincerely, /s/ Perry R. Pero - --------------------- Perry R. Pero Vice Chairman and Chief Financial Officer Enclosures EX-99.2 4 dex992.txt STATEMENT UNDER OATH--PRINCIPAL EXECUTIVE OFFICER Exhibit 99.2 Northern Trust Corporation 50 South La Salle Street Chicago, Illinois 60675 (312) 630-6300 [Logo of Northern Trust] Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, William A. Osborn, Chairman and Chief Executive Officer of Northern Trust Corporation, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Northern Trust Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Northern Trust Corporation's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of the Northern Trust Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Northern Trust Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ William A. Osborn Subscribed and sworn to before - --------------------- me this 13th day of August, 2002. William A. Osborn ---- August 13, 2002 /s/ Eileen C. Ratzka ----------------------------------- My Commission Expires: ------------------------------- OFFICIAL SEAL EILEEN C RATZKA NOTARY PUBLIC STATE OF ILLINOIS MY COMMISSION EXP. AUG 17, 2005 ------------------------------- EX-99.3 5 dex993.txt STATEMENT UNDER OATH--PRINCIPAL FINANCIAL OFFICER Exhibit 99.3 Northern Trust Corporation 50 South La Salle Street Chicago, Illinois 60675 (312) 630-6300 [Logo of Northern Trust] Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Perry R. Pero, Vice Chairman and Chief Financial Officer of Northern Trust Corporation, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Northern Trust Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Northern Trust Corporation's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of the Northern Trust Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Northern Trust Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Perry R. Pero Subscribed and sworn to before - ----------------------- me this 13th day of August, 2002. Perry R. Pero -- August 13, 2002 /s/ Eileen C. Ratzka ------------------------------- My Commission Expires: ------------------------------- OFFICIAL SEAL EILEEN C RATZKA NOTARY PUBLIC STATE OF ILLINOIS MY COMMISSION EXP. AUG 17, 2005 ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----