-----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, WLLrpWqs4Fm3Hf/Jy6kBQwXQ2t6NgcOk+PvrzwAzGiKFvz0m8dQ/H1MbJKkicTNl cZY5xGJxc0lBucIjexK/fg== 0000950131-02-003713.txt : 20021002 0000950131-02-003713.hdr.sgml : 20021002 20021002111932 ACCESSION NUMBER: 0000950131-02-003713 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021002 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05965 FILM NUMBER: 02779300 BUSINESS ADDRESS: STREET 1: 50 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2002 ------------------------ NORTHERN TRUST CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-5965 36-2723087 - --------------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) Fifty South LaSalle Street, Chicago, Illinois 60675 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 630-6000 --------------------------- Item 5. Other Events The information contained in the September 27, 2002 joint press release of the registrant and Deutsche Bank, reporting that they have signed a definitive agreement for the sale of Deutsche Bank's global passive equity, enhanced equity and passive fixed income business, a copy of which is filed as Exhibit 99 hereto, is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits: Exhibit 99 September 27, 2002 Press Release 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHERN TRUST CORPORATION -------------------------- (Registrant) Date: October 1, 2002 By: /s/ Perry R. Pero ------------------ Perry R. Pero Vice Chairman and Chief Financial Officer 3 EXHIBIT INDEX Number Description Page Number 99 September 27, 2002 Press Release 5 4 EX-99 3 dex99.txt PRESS RELEASE DATED 9/27/2002 Exhibit 99 NEWS RELEASE FOR IMMEDIATE RELEASE Deutsche Bank Northern Trust Corporation Missy DeAngelis Sue Rageas Deutsche Bank New York Northern Trust, Chicago +1 (212) 336 1643 +1 (312) 444 4279 Ronald Weichert Deutsche Bank Frankfurt +49 69 910 38664 NORTHERN TRUST AND DEUTSCHE BANK AGREE ON PASSIVE ASSET MANAGEMENT TRANSACTION CHICAGO, September 27, 2002 -- Northern Trust Corporation, Chicago, and Deutsche Bank AG, Frankfurt, announced today that they have signed a definitive agreement for the sale of Deutsche Bank's global passive equity, enhanced equity and passive fixed income businesses. The parties expect to complete this transaction within three to six months, subject to regulatory approval and other closing conditions. Both firms will work together to ensure a smooth transition. The purchase price is based on the total value of managed assets transferred to Northern Trust. Based on assets under management as of June 30, 2002 of $120 billion, the purchase price would be approximately $260 million, subject to adjustments. "This divestiture is another step in the implementation of Deutsche Bank's strategy to focus on core competencies. After an in-depth strategic review, based on Deutsche Asset Management's size and global presence, we have made the decision to concentrate our efforts on active management. This will enable us to provide more focused products and services to our clients," commented Tom Hughes, Member of the Group Executive Committee and Global Head of Deutsche Asset Management of Deutsche Bank. "Our global investment and distribution platforms are among the broadest and deepest in the industry allowing us to deliver significant value added expertise to our clients. With this increased focus on our key strengths, we will continue to build on our position. The passive business being sold represents total assets under management of approximately $120 billion, (as of June 30, 2002) and generates less than 2% of Deutsche Asset Management's revenues," Mr. Hughes added. Commenting on the agreement, William A. Osborn, Northern's Chairman and CEO, said, "This acquisition highlights Northern Trust's commitment to the global investment management business. Our assets under management will increase to approximately $447 billion from $327 billion (based on assets under management as of June 30, 2002), placing us among the ten largest investment managers in the U.S. and among the top three U.S. institutional index managers. We estimate that this transaction will be very slightly dilutive to earnings in the first year and very slightly accretive to our earnings thereafter." Stephen B. Timbers, president of Northern Trust Global Investments, stated, "This acquisition is an excellent strategic fit for Northern Trust. The complementary nature of the asset base fits nicely on our existing quantitative management platform, while the additional product capability allows us to expand our international and enhanced index offerings significantly. The enhanced product line also provides a natural bridge between our index capabilities and our highly competitive line of active equity and fixed income products. This acquisition also supports our related businesses, including our rapidly growing transition business which will benefit from increased trading volume, and our securities lending activities, where we already hold an established leadership position." Northern Trust Global Investments offers a unique array of global capabilities that includes active equity and fixed income management, passive and enhanced products, and manager of manager programs for alternative investments and other specialty programs. Northern Trust Global Investments brings together the resources of The Northern Trust Company, Northern Trust Investments, Inc., Northern Trust Global Investments (Europe), Ltd., and Northern Trust Global Advisors, Inc. and its subsidiaries to offer investment products and services to personal and institutional markets. Northern Trust Corporation is a leading provider of investment management, master trust/custody, global custody, personal trust, private banking and treasury management services. Northern's assets under management were $327 billion and assets under administration were $1.7 trillion, as of June 30, 2002. Northern has a growing network of offices in 15 states and international offices in six countries. With roughly (euro)900 billion in assets and approximately 84,500 employees, Deutsche Bank offers its 12 million clients unparalleled financial services in 75 countries throughout the world. The Bank aspires to be a leading global provider of integrated financial solutions for demanding clients and the pre-eminent bank in Germany generating exceptional value for its shareholders and people. Deutsche Bank ranks among the global leaders in corporate banking and securities, transaction banking, asset management, and private wealth management, and has a significant private & business banking franchise in Germany and other selected countries in Continental Europe. www.deutsche-bank.com Deutsche Asset Management is one of the world's leading investment management organizations, not just in size, but in quality and breadth of investment products, performance and client service. Deutsche Asset Management is geographically divided into three regions - the Americas, Europe and Asia Pacific, providing the full range of investment management products across the risk/return spectrum. This news release may be deemed to include forward-looking statements, such as statements that relate to Northern Trust's financial goals, dividend policy, expansion and business development plans, business prospects and positioning with respect to market and pricing trends, new business results and outlook, changes in securities market prices, credit quality, planned capital expenditures and technology spending, and the effect of any extraordinary events and various other matters (including changes in accounting standards and interpretations) on Northern Trust's business and results. Actual results could differ materially from those indicated by these statements. Northern Trust Corporation's 2001 Annual Report to Shareholders, including the section of Management's Discussion and Analysis captioned "Factors Affecting Future Results," and periodic reports to the Securities and Exchange Commission contain additional information about factors that could affect actual results, including certain economic, interest rate, market and credit risks, competitive conditions, Northern Trust's success in executing various parts of its business plans, technology risks, including material systems interruptions or errors, and risks associated with changes in the regulatory framework resulting from enactment of the Gramm-Leach-Bliley Act of 1999 and other regulatory changes and factors. All forward-looking statements included in this news release are based on information available at the time of the release, and Northern Trust Corporation assumes no obligation to update any forward-looking statement. -----END PRIVACY-ENHANCED MESSAGE-----