Exhibit 99.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 (this "Amendment"), entered into as of this 18th
day of November, 1998, to the Rights Agreement, dated July 21, 1998 (the
"Rights Agreement"), by and between Northern Trust Corporation, a Delaware
corporation (the "Company"), and Norwest Bank Minnesota, N.A., a national
banking association, as Rights Agent (the "Rights Agent"). Capitalized
terms used and not defined in this Amendment have the meanings set forth
in the Rights Agreement.
WHEREAS, the parties desire to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement; and
WHEREAS, in consideration of the foregoing and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Company and the Rights Agent agree as follows.
1. Paragraph (a) of Section 1 of the Rights Agreement is hereby
amended in its entirety to read as follows:
"Acquiring Person" shall mean (x) any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding, but shall not
include (i) the Company; (ii) any Subsidiary of the Company;
(iii) any employee benefit plan of the Company, or of any
Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan; (iv) any Person who
becomes the Beneficial Owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding (or, in
the case of a Person described in subclauses (A) through (F)
of the following clause (vi), 23% or more of the shares of
Common Stock then outstanding) as a result of a reduction in
the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company AT SUCH
TIME AS THIS AGREEMENT IS AMENDABLE PURSUANT TO THE TERMS OF
SECTION 27 HEREOF, unless and until such Person, after
becoming aware that such Person has become the Beneficial
Owner of fifteen percent (15%) or more of the then
outstanding shares of Common Stock (or, in the case of a
Person described in subclauses (A) through (F) of the
following clause (vi), 23% or more of the then outstanding
shares of Common Stock), acquires beneficial ownership of
additional shares of Common Stock constituting one percent
(1%) or more of the shares of Common Stock then outstanding;
(v) any such Person who has reported or is required to
report such ownership (but less than 20%) on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and in effect on the date of this Agreement
(or any comparable or successor report) or on Schedule 13D
under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any intention to
or reserve the right to control or influence the management
or policies of the Company or engage in any of the actions
specified in Item 4 of such schedule (other than the
disposition of the Common Stock) and, within ten Business
Days of being requested by the Company to advise it
regarding the same, certifies to the Company that such
Person acquired shares of Common Stock in excess of 14.9%
inadvertently or without knowledge of the terms of the
Rights and who, together with all Affiliates and Associates,
thereafter does not acquire additional shares of Common
Stock while the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding; provided, however,
that if the Person requested to so certify fails to do so
within ten Business Days, then such Person shall become an
Acquiring Person immediately after such ten-Business-Day
period; or (vi) any of the Persons described in the
following subclauses (A) through (F) (or any group comprised
solely of such Persons) who or which would be an Acquiring
Person but for this proviso if but only if all securities of
the Company beneficially owned by all such Persons in the
aggregate shall constitute less than 23% of the then
outstanding shares of Common Stock: (A) Xxxxx X. Xxxxx
(deceased), any descendant of Xxxxx X. Xxxxx (including
descendants by adoption and their descendants), or any
spouse, former spouse or surviving spouse of Xxxxx X. Xxxxx
or any such descendants (collectively defined as the "Family
Members"); (B) any trust which is in existence on the date
of this Agreement and which has been established by one or
more Family Members and any estate of a Family Member who
died on or before the date of this Agreement (collectively
defined as the "Family Entities"); (C) any estate of a
Family Member who dies after the date of this Agreement, or
any trust established after the date of this Agreement by
one or more Family Members or Family Entities, provided that
one or more Family Members, Family Entities or charitable
organizations which qualify as exempt organizations under
Section 501(c) of the Internal Revenue Code of 1986, as
amended ("Charitable Organizations"), collectively, are the
beneficiaries of at least 50% of the actuarially-determined
beneficial interests in such estate or trust; (D) any
Charitable Organization which is established by one or more
Family Members or Family Entities (a "Family Charitable
Organization"); (E) any corporation of which a majority of
the voting power is held, directly or indirectly, by or for
the benefit of one or more Family Members, Family Entities,
estates or trusts described in clause (C) above, or Family
Charitable Organizations; and (F) any partnership or other
entity or arrangement of which a majority of the voting
interest is held, directly or indirectly, by or for the
benefit of one or more Family Members, Family Entities,
estates or trusts described in clause (B) or (C) above or
Family Charitable Organizations, or (y) any Offering Person
and any Affiliate or Associate of such Offering Person, if
such Offering Person or any Affiliate or Associate thereof
has entered into any agreement or arrangement providing for
an Acquisition Transaction (as defined in Section 1(q)
hereof).
2. Paragraph (q) of Section 1 of the Rights Agreement is hereby
amended in its entirety to read as follows:
"Offering Person" shall mean any Person (other than the
Company or any of its Subsidiaries or any employee benefit
plan of the Company or of any Subsidiary of the Company or
any Person appointed as trustee by the Company or such
Subsidiary pursuant to the terms of any such plan in such
Person's capacity as trustee) who, AT OR AT ANY TIME WITHIN
THE 730-DAY PERIOD prior to the first occurrence of either
of the circumstances described in clauses (i) and (ii) of
Section 23(c) hereof, (i) has commenced, or has publicly
announced that it intends to commence OR IS CONSIDERING
COMMENCING, a tender or exchange offer if upon consummation
thereof such Person, together with all Affiliates and
Associates of such Person, would be the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding,
(ii) has made by public announcement or by written
communication that is or becomes the subject of a public
announcement, OR HAS PUBLICLY ANNOUNCED THAT IT INTENDS TO
MAKE OR IS CONSIDERING MAKING, a proposal to the Company or
its stockholders for (x) a merger, consolidation or similar
transaction involving the Company or any of its
Subsidiaries, (y) a purchase or other acquisition of all or
a substantial portion of the assets or deposits of the
Company and its Subsidiaries, or (z) a purchase or other
acquisition of securities representing 15% or more of the
shares of Common Stock then outstanding (any transaction of
the type described in clauses (x), (y) or (z) of this
paragraph (ii), an "Acquisition Transaction"), or (iii) has
filed an application or notice with the Board of Governors
of the Federal Reserve System, or any other federal or state
banking regulatory authority, which application or notice
seeks approval to engage in any transaction constituting an
Acquisition Transaction.
3. Sections 1(i) and 1(w) of the Rights Agreement are hereby
deleted in their entirety, and the remaining Sections 1(j) through 1(jj) of
the Rights Agreement are hereby sequentially re-numbered as Sections 1(i)
through 1(hh), respectively.
4. The first sentence of paragraph (a) of Section 3 of the
Rights Agreement is hereby amended in its entirety to read as follows:
(a) Until the earlier of (i) the close of business on
the twentieth day after the Stock Acquisition Date (or, if
the twentieth day after the Stock Acquisition Date occurs
before the Record Date, the close of business on the Record
Date), or (ii) the close of business on the twentieth day
(or such specified or unspecified later date as the Board
shall determine (provided, however, that no deferral of a
Distribution Date by the Board pursuant to this clause (ii)
may be made at any time during the 180-day period
immediately following the earliest of (x) the time that any
Person becomes an Acquiring Person or (y) the first
occurrence of either of the circumstances described in
clauses (i) and (ii) of Section 23(c) hereof)) after the
date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of
the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of
any such plan) is first published or sent or given within
the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding, (the
earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraphs (b) and (c) of this
Section 3) by the certificates for the Common Stock
registered in the names of the holders thereof (which
certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates,
and (y) the Rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock
(including a transfer to the Company).
5. Paragraph (a) of Section 7 of the Rights Agreement is hereby
amended in its entirety to read as follows:
(a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions
on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23(a) hereof) in whole or in part at any time after the Distribution Date
upon surrender of the Rights Certificate, with the form of election to
purchase and the certificate contained therein duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase Price with
respect to the total number of one one-hundredths of a share of Preferred
Stock (or, following the occurrence of a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as to which
such surrendered Rights are then exercisable, at or prior to the earlier of
(i) 5:00 P.M., Chicago, Illinois time, on October 31, 2009 (such date, the
"Final Expiration Date"), or (ii) the time at which all of the Rights are
redeemed or exchanged as provided in Section 23 or Section 24 hereof,
respectively (the earlier of (i) and (ii) being herein referred to as the
"Expiration Date").
6. Paragraph (ii) of Section 11(a) of the Rights Agreement is
hereby amended in its entirety to read as follows:
(ii) In the event any Person shall, at any time after
the Rights Dividend Declaration Date, become an Acquiring
Person, unless the event causing such Person to become an
Acquiring Person is a transaction set forth in Section 13(a)
hereof, then, promptly following the occurrence of such
event, proper provision shall be made so that each holder of
a Right (except as provided below and in Section 7(e)
hereof) shall thereafter have the right to receive, upon
exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of a
number of one one-hundredths of a share of Preferred Stock,
such number of shares of Common Stock of the Company as
shall equal the result obtained by (x) multiplying the then
current Purchase Price by the then number of one one-
hundredths of a share of Preferred Stock for which a Right
was exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event (whether or not such Right was
then issued or exercisable), and (y) dividing that product
(which, following such first occurrence, shall thereafter be
referred to as the "Purchase Price" for each Right and for
all purposes of this Agreement) by 50% of the Current Market
Price (determined pursuant to Section 11(d) hereof) per
share of Common Stock on the date of such first occurrence
(such number of shares, the "Adjustment Shares").
7. Paragraph (a) of Section 13 of the Rights Agreement is
hereby amended in its entirety to read as follows:
(a) In the event that, on or after the Stock
Acquisition Date, directly or indirectly, (x) the Company
shall consolidate with, or merge with and into, any other
Person or Persons (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), and
the Company shall not be the continuing or surviving
corporation of such consolidation or merger, (y) any Person
or Persons (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall
consolidate with, or merge with or into, the Company, and
the Company shall be the continuing or surviving corporation
of such consolidation or merger, or (z) the Company shall
sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one
transaction or a series of related transactions, assets or
earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as
a whole and calculated on the basis of the Company's most
recent regularly prepared financial statements) to any
Person or Persons (other than the Company or any Subsidiary
of the Company in one or more transactions each of which
complies with Section 11(o) hereof), then, and in each such
case (except as may be contemplated by Section 13(d)
hereof), proper provision shall be made so that: (i) each
holder of a Right, except as provided in Section 7(e)
hereof, shall, from and after the later of (A) the date of
the first occurrence of any such Section 13 Event or (B) the
date of the expiration of the period within which the Rights
may be redeemed pursuant to Section 23 hereof (as the same
may be amended), have the right to receive, upon the
exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of
validly authorized and issued, fully paid, nonassessable and
freely tradeable shares of Common Stock of the Principal
Party (as such term is hereinafter defined), not subject to
any liens, encumbrances, rights of first refusal or other
adverse claims, as shall be equal to the result obtained by
(1) multiplying the then current Purchase Price by the
number of one one-hundredths of a share of Preferred Stock
for which a Right is exercisable immediately prior to the
first occurrence of a Section 13 Event (or, if a Section
11(a)(ii) Event has occurred prior to the first occurrence
of a Section 13 Event, multiplying the number of such one
one-hundredths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section
11(a)(ii) Event by the Purchase Price in effect immediately
prior to such first occurrence), and (2) dividing that
product (which, following the first occurrence of a Section
13 Event, shall be referred to as the "Purchase Price" for
each Right and for all purposes of this Agreement) by 50% of
the Current Market Price (determined pursuant to Section
11(d)(i) hereof) per share of the Common Stock of such
Principal Party on the date of consummation of such Section
13 Event; (ii) such Principal Party shall thereafter be
liable for, and shall assume, by virtue of such Section 13
Event, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it
being specifically intended that the provisions of Section
11 hereof shall apply only to such Principal Party following
the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares
of its Common Stock) in connection with the consummation of
any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its shares of Common
Stock thereafter deliverable upon the exercise of the
Rights; and (v) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any
Section 13 Event.
8. Paragraph (d) of Section 13 of the Rights Agreement is
hereby deleted in its entirety.
9. Paragraph (d) of Section 23 of the Rights Agreement is
hereby deleted in its entirety.
10. The first sentence of paragraph (a) of Section 24 of the
Rights Agreement is hereby amended in its entirety to read as follows:
(a) The Board may, at its option, at any time after
the first occurrence of a Section 11(a)(ii) Event, exchange
all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for
Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after
the date hereof (such exchange ratio being hereinafter
referred to as the "Exchange Ratio"); provided, however,
that no such exchange of the Rights may be authorized by the
Board at any time during the 180-day period immediately
following the earliest of (x) the time that any Person
becomes an Acquiring Person or (y) the first occurrence of
either of the circumstances described in clauses (i) and
(ii) of Section 23(c) hereof).
11. The first sentence of paragraph (a) of Section 27 of the
Rights Agreement is hereby amended in its entirety to read as follows:
(a) Prior to the Distribution Date, and subject to the
penultimate sentence of this Section 27(a) and the
provisions of Section 27(b) hereof, the Company and the
Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement (including, without
limitation, any extension of the period in which the Rights
may be redeemed, any increase in the Purchase Price and any
extension of the Final Maturity Date) without the approval
of any holders of certificates representing shares of Common
Stock. From and after the Distribution Date, and subject to
the penultimate sentence of this Section 27(a) and the
provisions of Section 27(b) hereof, the Company and the
Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of
Rights Certificates in order (i) to cure any ambiguity, (ii)
to correct or supplement any provision contained herein
which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time
period hereunder, or (iv) to change or supplement the
provisions hereunder in any manner which the Company may
deem necessary or desirable and which shall not adversely
affect the interests of the holders of Rights Certificates
(other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person); provided, that this Agreement may
not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a time period relating to
when the Rights may be redeemed, or to modify the ability
(or inability) of the Board to redeem the Rights, in either
case at such time as the Rights are not then redeemable, or
(B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights (other
than an Acquiring Person or any Affiliate or Associate of an
Acquiring Person).
12. Paragraph (c) of Section 27 of the Rights Agreement is
hereby deleted in its entirety, and paragraph (d) of Section 27 of the
Rights Agreement is hereby renumbered as paragraph (c) thereof.
13. Section 29 of the Rights Agreement is hereby amended in its
entirety to read as follows:
Section 29. Determinations and Actions by the Board of
Directors, etc. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock
outstanding at any particular time, including for purposes
of determining the particular percentage of such outstanding
shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act. The Board shall have the exclusive
power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the
Board or to the Company, or as may be necessary or advisable
in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the
administration of this Agreement (including a determination
to redeem or not redeem the Rights or to amend this
Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties, and
(y) not subject the Board or any of the directors on the
Board to any liability to the holders of the Rights.
14. The sixth paragraph of the Rights Certificate (attached as
Exhibit B to the Rights Agreement)is hereby amended in its entirety to read
as follows:
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per
Right at any time prior to the earlier of (i) the close of
business on the twentieth day following the Stock
Acquisition Date, and (ii) the Final Expiration Date. The
foregoing notwithstanding, the Rights generally may not be
redeemed for one hundred eighty (180) days following a
change in a majority of the Board as a result of a proxy
contest or action taken by written consent of stockholders.
In addition, under certain circumstances following the Stock
Acquisition Date, the Rights may be exchanged, in whole or
in part, for shares of the Common Stock, or shares of
preferred stock of the Company having essentially the same
value or economic rights as such shares. Immediately upon
the action of the Board of Directors of the Company
authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights which
are not subject to such exchange) will terminate and the
Rights will only enable holders to receive the shares
issuable upon such exchange.
15. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby, and all
references to the Rights Agreement shall be deemed to include this
Amendment.
16. This Amendment shall be effective as of the date first
written above, and except as set forth herein, the Rights Agreement shall
remain in full force and effect and otherwise shall be unaffected hereby.
17. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested as of the date first written above.
Attest: NORTHERN TRUST CORPORATION
/s/ Xxxx X. Xxxxx /s/ Xxxxx X. Xxxx
__________________ ______________________________
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Senior Executive Vice President
Attest: NORWEST BANK MINNESOTA, N.A.
/s/ Xxxxx X. Van Dell /s/ Xxxxx Xxxxxxxxx
______________________ ________________________________
Name: Xxxxx X. Van Dell Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice Title: Vice President
President
