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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________to___________
Commission File Number 0-5965
Northern Trust Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-2723087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 South La Salle Street
Chicago, Illinois 60675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-6000
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.66 2/3 Par Value
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Preferred Stock Purchase Rights
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Floating Rate Capital Securities, Series A of NTC Capital I,
and Series B of NTC Capital II
Fully and Unconditionally Guaranteed by the Registrant
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Floating Rate Junior Subordinated Debentures,
Series A and Series B of the Registrant
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At February 11, 1998, 111,518,024 shares of Common Stock, $1.66 2/3 par
value, were outstanding, and the aggregate market value of the Common Stock
(based upon the last sale price of the common stock at February 11, 1998, as
reported by the Nasdaq Stock Market) held by non-affiliates was approximately
$7,045,649,011. Determination of stock ownership by non-affiliates was made
solely for the purpose of responding to this requirement and the registrant is
not bound by this determination for any other purpose.
Portions of the following documents are incorporated by reference:
Annual Report to Stockholders for the Fiscal Year Ended December 31,
1997 - Part I and Part II
1998 Notice and Proxy Statement for the Annual Meeting of Stockholders
to be held on April 21, 1998 - Part III
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1
The registrant is filing this Form 10-K/A (Amendment No. 1) for the sole purpose
of adding additional exhibits to its Annual Report on Form 10-K for the fiscal
year ended December 31, 1997. The additional exhibits consist of financial data
schedules containing restated earnings per share figures reflecting the adoption
of Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTHERN TRUST CORPORATION
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(Registrant)
Date: June 3, 1998 By: Peter L. Rossiter
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Peter L. Rossiter
Executive Vice President
and General Counsel
EXHIBIT INDEX
The following Exhibits are filed herewith or are incorporated herein
by reference.
Exhibit Incorporated
By Reference to
Exhibit of Same Name
Exhibit in Prior Filing*
Number Description or Filed Herewith
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(3) Articles of Incorporation and By-laws
(i) Restated Certificate of Incorporation of Northern Trust
Corporation as amended to date....................................... (13)
(ii) By-laws as amended to date........................................... (8)
(4) Instruments Defining the Rights of Security Holders
(i) Form of The Northern Trust Company's Global Senior
Bank Note (Fixed Rate)............................................... (1)
(ii) Form of The Northern Trust Company's Global Senior
Bank Note (Floating Rate)............................................ (14)
(iii) Form of The Northern Trust Company's Global
Subordinated Medium-Term Bank Note (Fixed Rate)...................... (1)
(iv) Form of The Northern Trust Company's Global
Subordinated Medium-Term Bank Note (Floating Rate)................... (14)
(v) Junior Subordinated Indenture, dated as of January 1,
1997, between Northern Trust Corporation and The First
National Bank of Chicago, as Debenture Trustee....................... (11)
(10) Material Contracts
(i) Northern Trust Corporation Amended Incentive Stock Plan,
as amended May 20, 1986 **........................................... (2)
(1) Amendment dated November 1, 1996................................. (10)
(ii) Lease dated July 1, 1988 between American National Bank
& Trust Company of Chicago as Trustee under Trust
Agreement dated February 12, 1986 and known as Trust No.
66603 (Landlord) and Nortrust Realty Management, Inc.
(Tenant)............................................................. (3)
(iii) Restated Northern Trust Employee Stock Ownership Plan,
dated January 1, 1989, as amended November 21, 1995 and
April 26, 1996....................................................... (10)
(1) Amendments effective January 1, 1996 to the
Northern Trust Employee Stock Plan for former
employees of Tanglewood Bank , N.A........................... (13)
(2) Amendment effective September 30, 1996 to the
Northern Trust Employee Stock Ownership Plan for
certain former employees of First Chicago NBD
Corporation.................................................. (13)
(3) Amendments effective January 1, 1997 to the
Northern Trust Employee Stock Ownership Plan for
former employees of Bent Tree National Bank.................. (13)
(iv) Trust Agreement between The Northern Trust Company and
Citizens and Southern Trust Company (Georgia), N.A.,
(predecessor of NationsBank which, effective January 1,
1998, was succeeded by U.S. Trust Company of California,
N.A.) dated January 26, 1989......................................... (4)
(1) Amendment dated February 21, 1995............................ ***
(v) Form of Note Agreement dated January 26, 1989 between
ESOP Trust and each of the institutional lenders, with
respect to the 8.23% Notes of the ESOP Trust......................... (4)
(vi) Guaranty Agreement of Registrant with respect to the
8.23% Notes of the ESOP Trust, dated January 26, 1989................ (4)
(vii) Share Acquisition Agreement between Registrant and the
ESOP Trust, dated January 26, 1989................................... (4)
(viii) Implementation Agreement dated June 26, 1996 between the
Registrant, The Northern Trust Company, the ESOP Trust
and NationsBank (South) N.A. as Trustee (effective
January 1, 1998, U.S. Trust Company of California, N.A.
as successor Trustee)......................................................... (9)
(ix) Term Loan Agreement between the ESOP Trust and the
Registrant dated June 28, 1996................................................ (9)
(x) Restated Trust Agreement dated June 18, 1996, between
The Northern Trust Company and Harris Trust and Savings
Bank regarding the Supplemental Employee Stock Ownership
Plan for Employees of The Northern Trust Company, the
Supplemental Thrift-Incentive Plan for Employees of The
Northern Trust Company and the Supplemental Pension Plan
for Employees of The Northern Trust Company**................................. (10)
(xi) Supplemental Employee Stock Ownership Plan for Employees
of The Northern Trust Company as amended and restated as
of April 30, 1996**........................................................... (10)
(xii) Supplemental Thrift-Incentive Plan for Employees of The
Northern Trust Company as amended and restated as of
April 30, 1996**.............................................................. (10)
(xiii) Supplemental Pension Plan for Employees of The Northern
Trust Company as amended and restated as of April 30,
1996**........................................................................ (10)
(xiv) Rights Agreement, dated as of October 17, 1989, between
Northern Trust Corporation and Harris Trust and Savings
Bank.......................................................................... (5)
(1) First Amendment to Rights Agreement dated as of September 17, 1997.... (14)
(2) Second Amendment to Rights Agreement dated as of November 18, 1997.... ***
(xv) Lease dated August 27, 1985 between American National
Bank & Trust Company of Chicago as Trustee under Trust
Agreement dated April 5, 1990 and known as Trust No.
110513-07 (Landlord) and The Northern Trust Company
(Tenant), as amended.......................................................... (6)
(1) First Amendment to Agreement of Lease dated August 15, 1986........... (7)
(2) Second Amendment to Agreement of Lease dated August 6, 1987........... (7)
(3) Third Amendment to Agreement of Lease dated May 20, 1988.............. (7)
(4) Fourth Amendment to Agreement of Lease dated May 1, 1990.............. (7)
(5) Fifth Amendment to Agreement of Lease dated January 12, 1995.......... (7)
(6) Sixth Amendment to Agreement of Lease dated November 30, 1995......... (7)
(xvi) Lease dated July 8, 1987 between American National Bank
& Trust Company of Chicago as Trustee under Trust
Agreement dated July 12, 1984 and known as Trust No.
61523 (Landlord) and The Northern Trust Company
(Tenant), as amended.......................................................... (6)
(1) First Amendment to Office Lease dated October 20, 1987................ (12)
(xvii) Amended 1992 Incentive Stock Plan**........................................... (13)
(xviii) Northern Trust Corporation (1997) Management Performance
Plan**........................................................................ (13)
(xix) Northern Trust Corporation (1997) Annual Performance Plan**................... (13)
(xx) Form of Employment Security Agreement dated March 1,
1996 entered into between Northern Trust Corporation and
each of 7 executive officers - as amended**................................... (9)
(xxi) Form of Employment Security Agreement dated May 21, 1996
entered into between Northern Trust Corporation and each
of 30 officers**.............................................................. (9)
(xxii) Form of Employment Security Agreement dated May 21, 1996
entered into between Northern Trust Corporation and each
of 14 officers**.............................................................. (9)
(xxiii) Amended and Restated Trust Agreement of NTC Capital I,
dated as of January 16, 1997, among Northern Trust
Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware,
Inc., as Delaware Trustee, and the Administrative
Trustees named therein........................................................ (11)
(xxiv) Guarantee Agreement, dated as of January 16, 1997,
relating to NTC Capital I, by and between Northern Trust
Corporation, as Guarantor, and The First National Bank
of Chicago, as Guarantee Trustee.............................................. (11)
(xxv) Amended and Restated Trust Agreement of NTC Capital II,
dated as of April 25, 1997, among Northern Trust Corporation,
as Depositor, The First National Bank of Chicago, as Property Trustee,
First Chicago Delaware, Inc., as Delaware Trustee, and the
Administrative Trustees named therein.......................................... (13)
(xxvi) Guarantee Agreement, dated as of April 25 1997, relating to
NTC Capital II, by and between Northern Trust Corporation, as Guarantor,
and The First National Bank of Chicago, as Guarantee Trustee................... (13)
(13) 1997 Annual Report to Stockholders..................................................... ***
(21) Subsidiaries of the Registrant......................................................... ***
(23) Consent of Independent Public Accountants.............................................. ***
(24) Powers of Attorney..................................................................... ***
(27) (i) Financial Data Schedule......................................................... ***
(ii) Financial Data Schedule - Year 1996 Restated.................................... ****
(iii) Financial Data Schedule - Year 1995 Restated ................................... ****
(iv) Financial Data Schedule - First Nine Months 1997 Restated....................... ****
(v) Financial Data Schedule - First Six Months 1997 Restated......................... ****
(vi) Financial Data Schedule - First Quarter 1997 Restated............................ ****
(vii) Financial Data Schedule - First Nine Months 1996 Restated........................ ****
(viii) Financial Data Schedule - First Six Months 1996 Restated......................... ****
(vix) Financial Data Schedule - First Quarter 1996 Restated............................ ****
* Prior Filings (File No. 0-5965, except as noted)
(1) Quarterly Report on Form 10-Q for the quarter ended September 30, 1995
(2) Quarterly Report on Form 10-Q for the quarter ended September 30, 1986
(3) Annual Report on Form 10-K for the year ended December 31, 1988
(4) Form 8-K dated January 26, 1989
(5) Form 8-A dated October 30, 1989
(6) Annual Report on Form 10-K for the year ended December 31, 1990
(7) Annual Report on Form 10-K for the year ended December 31, 1995
(8) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
(9) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(10) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996
(11) Form 8-K dated January 22, 1997
(12) Annual Report on Form 10-K for the year ended December 31, 1996
(13) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
(14) Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
** Denotes management contract or compensatory plan or arrangement
*** Previously filed
**** Filed herewith; the tag "EPS-Primary" as used in the Financial Data
Schedules denotes "EPS-Basic"
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Upon written request to Rose A. Ellis, Secretary, Northern Trust
Corporation, 50 South LaSalle Street, Chicago, Illinois 60675, copies of
exhibits listed above are available to Northern Trust Corporation stockholders
by specifically identifying each exhibit desired in the request.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Corporation
hereby agrees to furnish the Commission, upon request, any instrument defining
the rights of holders of long-term debt of the Corporation not filed as an
exhibit herein. No such instrument authorizes long-term debt securities in
excess of 10% of the total assets of the Corporation and its subsidiaries on
a consolidated basis.