-----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, RvsPDsy8W4JcmTrrL53NYTeYrfSZfJt+n1FrYgEyUORlcG3yUA5pcaAblzPbcLfL TSTpPwZ1o317wMYdn+aeYQ== 0000950131-98-003690.txt : 19980604 0000950131-98-003690.hdr.sgml : 19980604 ACCESSION NUMBER: 0000950131-98-003690 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980603 SROS: NASD 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-05965 FILM NUMBER: 98641890 BUSINESS ADDRESS: STREET 1: 50 S LA SALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- 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 ----------------------------------------- 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 ---------------- Preferred Stock Purchase Rights ---------------- Floating Rate Capital Securities, Series A of NTC Capital I, and Series B of NTC Capital II Fully and Unconditionally Guaranteed by the Registrant ----------------------------------------- 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 - -------------------------------------------------------------------------------- 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 -------------------------- (Registrant) Date: June 3, 1998 By: Peter L. Rossiter ---------------------- 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 - -------- ----------------------------------------------------------------------- -------------------- (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" ---------------------------------------------------------------
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. EX-27.2 2 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 1,292,533 2,059,993 1,022,573 4,797 4,311,706 498,367 518,822 10,937,429 148,327 21,608,325 13,796,227 5,200,474 624,939 442,553 189,934 0 120,000 1,234,198 21,608,325 693,372 351,456 106,748 1,151,576 447,815 763,203 388,373 12,000 384 766,792 387,421 387,421 0 0 258,821 2.27 2.21 2.25 16,874 15,163 2,618 0 147,131 15,565 3,798 148,327 92,735 2,326 53,266
EX-27.3 3 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 1,308,931 1,567,632 162,063 88,891 5,136,281 535,083 562,611 9,905,988 147,131 19,933,518 12,488,205 5,181,395 459,715 351,577 93,597 0 170,000 1,189,029 19,933,518 630,854 364,055 109,119 1,104,028 443,348 746,437 357,591 6,000 1,039 709,208 320,502 320,502 0 0 219,995 1.91 1.86 2.30 29,188 21,978 2,749 0 144,838 11,757 5,832 147,131 106,183 2,746 38,202 Also reflects two-for-one stock split in December 1996
EX-27.4 4 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 2,293,615 2,256,835 2,762,446 10,889 5,437,950 475,824 493,098 12,223,720 148,044 26,919,195 15,843,449 7,817,967 692,379 867,881 189,935 0 120,000 1,387,584 26,919,195 582,818 259,365 128,825 971,008 374,952 646,147 324,861 6,000 717 658,141 347,913 228,129 0 0 228,129 2.02 1.96 2.22 43,808 20,651 2,536 0 148,327 8,955 2,673 148,044 99,390 2,845 45,809
EX-27.5 5 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1,791,584 1,945,803 1,919,918 5,760 6,556,106 474,032 491,852 11,958,078 148,371 26,051,000 15,891,066 6,981,276 661,092 868,690 189,935 0 120,000 1,338,941 26,051,000 379,467 171,439 80,933 631,839 238,559 416,518 215,321 1,000 599 423,472 223,301 147,118 0 0 147,118 1.30 1.26 2.26 52,705 28,760 2,536 0 148,361 3,089 2,133 148,371 96,545 2,283 49,543
EX-27.6 6 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 948,597 2,354,886 1,219,513 13,677 5,328,737 481,744 499,274 11,417,312 148,361 23,231,751 15,213,809 5,168,260 672,021 584,429 189,935 0 120,000 1,283,297 23,231,751 183,576 79,974 36,447 299,997 114,168 193,918 106,079 500 581 205,940 108,385 71,748 0 0 71,748 .64 .62 2.33 19,061 28,144 2,567 0 148,327 2,153 1,687 148,361 97,439 2,095 48,827
EX-27.7 7 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1,068,652 1,312,314 1,026,790 8,991 5,318,204 500,641 520,016 10,909,180 147,386 21,360,117 13,438,643 5,497,350 469,830 437,487 94,966 0 120,000 1,301,841 21,360,117 510,116 272,158 78,586 860,860 333,761 573,194 287,666 11,500 344 566,859 286,451 286,451 0 0 191,401 1.67 1.63 2.23 30,690 21,085 2,618 0 147,131 12,587 1,342 147,386 108,328 2,741 36,317 Also reflects two-for-one stock split in December 1996
EX-27.8 8 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1,232,875 1,905,427 361,300 3,286 5,795,950 504,093 523,871 10,405,194 147,380 21,751,177 13,267,850 6,215,908 436,222 337,544 94,966 0 120,000 1,278,687 21,751,177 333,244 184,995 52,811 571,050 221,144 382,141 318,909 9,000 374 375,588 187,203 187,203 0 0 124,949 1.09 1.06 2.21 36,225 14,489 2,651 0 147,131 9,780 1,028 147,380 115,843 2,827 28,710 Also reflects two-for-one stock split in December 1996
EX-27.9 9 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the Consolidated Balance Sheet and the Consolidated Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1,125,674 1,828,937 118,779 6,924 5,590,435 489,905 513,095 10,025,613 147,239 20,301,720 12,100,479 5,985,835 405,780 341,066 94,966 0 120,000 1,253,594 20,301,720 163,896 93,487 27,552 284,935 111,486 191,547 93,388 5,000 272 184,044 92,056 92,056 0 0 61,541 .54 .52 2.21 27,877 36,916 2,712 0 147,131 5,691 799 147,239 110,180 2,729 34,330 Also reflects two-for-one stock split in December 1996
-----END PRIVACY-ENHANCED MESSAGE-----