Exhibit 99.1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
Fourth Amendment to Rights Agreement (this "Amendment") entered
into as of this 18th day of November, 1998, 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").
WHEREAS, the Company entered into a Rights Agreement with Xxxxxx
Trust and Savings Bank (the "Original Rights Agent") dated as of October
17, 1989, as amended by a First Amendment thereto, dated as of September
17, 1997, a Second Amendment thereto, dated as of November 18, 1997, and a
Third Amendment thereto, dated as of July 21, 1998 (as so amended, the
"Rights Agreement");
WHEREAS, effective November 10, 1997, the Rights Agent was
appointed as successor to the Original Rights Agent in accordance with
Section 21 of the Rights Agreement; and
WHEREAS, the parties desire to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement in the manner described
herein.
NOW THEREFORE, 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 hereby agree as
follows:
1. Section 1(g) of the Rights Agreement is hereby deleted in
its entirety, and the remaining Sections 1(h) through 1(q) of the Rights
Agreement are hereby sequentially re-numbered as Sections 1(g) through 1
(p), respectively.
2. Paragraph (a) of Section 7 of the Rights Agreement is hereby
amended in its entirety to read as follows:
(a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or
in part at any time after the Distribution Date, upon surrender of the
Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal office of
the Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a share of Preferred Stock as to which the Rights are
exercised, at or prior to the close of business on the earliest of (i)
October 31, 1999 (the "Final Expiration Date"), (ii) the date on which the
Rights are redeemed pursuant to Section 23 (such earlier date being herein
referred to as the "Expiration Date") or (iii) the time at which such
Rights are exchanged pursuant to Section 24.
3. Paragraph (ii)(B) of Section 11(a) of the Rights Agreement
is hereby amended in its entirety to read as follows:
(B) any Person (other than the Company, any subsidiary of or
other Person controlled by the Company, 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 that Person's capacity as trustee), who or which, together with all
Affiliates and Associates of such Person, shall, at any time after the date
of this Agreement, become the Beneficial Owner of shares of Common Stock
and/or other securities representing 25% or more of the Voting Power,
unless the event causing the 25% threshold to be crossed is a transaction
set forth in Section 13 hereof,
4. Paragraph (g) of Section 13 of the Rights Agreement is
hereby deleted in its entirety.
5. Paragraph (a) of Section 23 of the Rights Agreement is
hereby amended in its entirety to read as follows:
(a) The Board of Directors of the Company may, at its
option, at any time prior to the earliest to occur of (i) the date on
which an Automatic Redemption Event (as defined below) occurs pursuant
to paragraph (c) of this Section 23, (ii) the close of business on the
twentieth day after the Stock Acquisition Date or (iii) the Final
Expiration Date, redeem all but not less than all the then outstanding
Rights at a redemption price of $.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption
price being hereafter referred to as the "Redemption Price");
provided, however, that the Rights shall not be redeemable under any
circumstances for a period of one hundred and eighty (180) days
immediately following the earliest of (x) the time that any Person
becomes an Acquiring Person or (y) the first occurrence of either of
the following circumstances: (A) a majority of the Board of Directors
of the Company is elected by stockholder action by written consent
(including where such election occurs pursuant to more than one
consent solicitation or stockholder action by written consent), or (B)
a majority of the Board of Directors of the Company is comprised of
persons elected at a meeting or meetings of stockholders which persons
were not nominated by the Board of Directors of the Company in office
immediately prior to such meeting or, if more than one meeting, each
of such meetings.
6. Paragraph (a) of Section 24 of the Rights Agreement is
hereby amended in its entirety to read as follows:
(a) The Board of Directors of the Company may, at its option, at
any time after the first occurrence of any event specified in Section
11(a)(ii)(A), (B) or (C), 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 11(a)(ii) hereof) for shares of
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 of
Directors of the Company 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 (A) and (B) of Section 23(a) hereof.
7. Section 27 of the Rights Agreement is hereby amended in its
entirety to read as follows:
Section 27. Supplements and Amendments.
(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 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, however, that this Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of
this sentence, a time period relating to when the Rights may be redeemed,
or to modify the ability (or inability) of the Board of Directors of the
Company to redeem the Rights, in either case at any time when the Rights
are not then redeemable. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price,
the Final Expiration Date, the Purchase Price or the number of one one-
hundredths of a share of Preferred Stock for which a Right is exercisable
unless at the time of such supplement or amendment there has been no Stock
Acquisition Date and no occurrence of either of the circumstances described
in clause (A) and clause (B) of Section 23(a) hereof and such supplement or
amendment 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). Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.
(b) Notwithstanding anything contained in this Agreement to
the contrary, for a period of one hundred and eighty (180) days 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 clause (A) and clause (B) of Section 23(a) hereof, no supplement or
amendment shall be made to this Agreement under any circumstances.
8. Section 33 of the Rights Agreement is hereby amended in its
entirety to read as follows:
Section 33. Severability. If any term, provision, covenant or
restriction of this Agreement shall be held by a court of competent
jurisdiction or other authority to be invalid, void, illegal or
unenforceable, the validity or enforceability of the remainder of the
terms, provisions, covenants and restrictions shall not be affected
thereby; provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or restriction is
held by such court or authority to be invalid, void, illegal or
unenforceable and the Board of Directors of the Company determines in its
good faith judgment that severing the invalid language from this Agreement
would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated, if
heretofore expired, or extended so as not to expire until the close of
business on the fifteenth business day following the date of such
determination by the Board of Directors.
9. Section 34 of the Rights Agreement is hereby amended in its
entirety to read as follows:
Section 34. 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 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 of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors of the Company 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 of Directors of the Company 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 of Directors of
the Company or any of the directors on the Board of Directors of the
Company to any liability to the holders of the Rights.
10. 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.
11. 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.
12. 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
