-----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, D8J8wlAOCNpgbONy8W3TAwwjGcqTuA6XsGR0DOGcQpAt3A4O1tIh9K9M10lJQ/le enXyGngPN8ryHDdKWIMkeA== 0000950131-99-001689.txt : 19990325 0000950131-99-001689.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950131-99-001689 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990324 EFFECTIVENESS DATE: 19990324 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: S-8 SEC ACT: SEC FILE NUMBER: 333-74951 FILM NUMBER: 99571448 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 S-8 1 FORM S-8 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
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 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)
(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. 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. 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- (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- (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. -4- 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- 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) -6- 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- 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- EX-5 2 OPINION OF COUNSEL 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 EX-23.2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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. EX-24 4 POWERS OF ATTORNEY 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 /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 ------- -----END PRIVACY-ENHANCED MESSAGE-----