Registration Statement No. 33 ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
William N. Setterstrom Peter L. Rossiter, Esq.
The Northern Trust Company Rossiter, Ritchie & Porter
50 South LaSalle Street 50 South LaSalle Street
Chicago, Illinois 60675 Chicago, Illinois 60675
(Names and Addresses of Agents 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
[S] [C] [C] [C] [C]
Common Stock,
$1.66 2/3 par value 186,697.78(1) 53.5625(1) $10,000,000(1) 3,448.30(1)
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 February 6, 1996 edition of The Wall Street Journal, which quoted
Northern Trust Corporation Common Stock at 53 3/4 high and 53 3/8 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.
GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
The contents of the registration statement on Form S-8 (File No. 33-20362)
filed by the registrant with the Securities and Exchange Commission on March 25,
1988 registering its Common Stock, $3.33 1/3 (currently $1.66 2/3) par value per
share, issuable pursuant to The Northern Trust Company Thrift-Incentive Plan
("TIP"), the contents of Post-Effective Amendment No. 1 thereto, filed by the
registrant with the Securities and Exchange Commission on June 6, 1988, the
contents of the registration statement on Form S-8 (File No. 33-41501) filed by
the registrant with the Securities and Exchange Commission on July 1, 1991 and
the contents of the registration statement on Form S-8 (File No. 33-51971) filed
with the Securities and Exchange Commission on January 20, 1994, registering its
common stock, $1.66 2/3 par value per share, issuable pursuant to TIP, are
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not included in the
exhibits attached hereto or set forth on the signature page is set forth in the
registration statement and post effective Amendment No. 1 thereto of the
registrant on Form S-8 (File No. 33-20362) and the registration statements of
the registrant on Form S-8 (Files No. 33-41501 and 33-51971), each of which are
incorporated herein by reference.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the exhibit index filed as
part of this Registration Statement on page S-5 hereof.
S-1
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 8th day of
February, 1996.
NORTHERN TRUST CORPORATION
By /s/ Peter L. Rossiter
---------------------------
Peter L. Rossiter
Executive Vice President
General Counsel and Secretary
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 8th day of February, 1996.
SIGNATURE TITLE
WILLIAM A. OSBORN* Chairman of the Board
- ------------------------ President, Chief Executive
William A. Osborn Officer and Director
BARRY G. HASTINGS* President, Chief Operating
- ------------------------ Officer and Director
Barry G. Hastings
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
ROBERT S. HAMADA* Director
- ------------------------
Robert S. Hamada
ROBERT A. HELMAN* Director
- ------------------------
Robert A. Helman
ARTHUR L. KELLY* Director
- ------------------------
Arthur L. Kelly
S-2
SIGNATURE TITLE
HAROLD BYRON SMITH, JR.* Director
- ------------------------
Harold Byron Smith, Jr.
BIDE L. THOMAS* Director
- ------------------------
Bide L. Thomas
*Peter L. Rossiter, pursuant to powers of attorney duly executed by each of
the above Directors 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
- ------------------------ February 8, 1996
Peter L. Rossiter
(Attorney-in-fact)
S-3
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 8th day of February, 1996.
THE NORTHERN TRUST COMPANY
THRIFT-INCENTIVE PLAN
By /s/ William N. Setterstrom
----------------------------------------
William N. Setterstrom
Chairman, Employee Benefit Administrative
Committee
Senior Vice President,
The Northern Trust Company
S-4
EXHIBIT INDEX
SEQUENTIAL
EXHIBITS PAGE NO.
- -------- --------
4.1 Portions of Restated Certificate of
Incorporation of the Registrant, as amended,
defining the rights of holders of its Common
Stock Previously Filed
4.2 The Northern Trust Company
Thrift-Incentive Plan, as amended
4.3 The Northern Trust Company
Thrift-Incentive Plan Trust
4.4 Beneficiary Designation Previously Filed
4.5 Financial Hardship Withdrawal Request Form
4.6 Withdrawal Direct Rollover Form
4.7 Tax Notice Regarding Withdrawals Previously Filed
4.8 Payout Authorization Form for Employee
Terminating Service
4.9 Tax Notice Regarding Distributions
4.10 Loan Administration Guidelines Previously Filed
4.11 Promissory Note and Truth-in-Lending
Disclosure Statement
4.12 Rollover Request and Related Documents
S-5
EXHIBIT INDEX (CONT.)
SEQUENTIAL
EXHIBITS PAGE NO.
- -------- --------
4.13 Northern Express and TIP Transaction Guide
4.14 TIP Sourcebook
5.0 Opinion of Rossiter, Ritchie & Porter as to:
(a) The shares of the Common Stock being registered,
(b) Compliance of the Plan and Trust with
requirements of ERISA which pertain thereto
13.0 Arthur Andersen LLP Report from 1994 Annual
Report to Stockholders
22.0 List of Subsidiaries
23.1 Consent of Independent Public Accountants
23.2 Consent of Rossiter, Ritchie & Porter
(contained in its opinion filed as Exhibit 5)
24.0 Power of Attorney
S-6