SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 22, 2002
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other 0-5965 36-2723087
jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation of Identification No.)
organization)
50 South LaSalle Street, Chicago, Illinois
(Address of principal executive offices) 60675
(Zip Code)
Registrant's telephone number, including area code: (312) 630-6000
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 22, 2002, the Board of Directors of Northern Trust
Corporation (the "Corporation"), upon the recommendation of its Audit
Committee, voted to replace Arthur Andersen LLP as the Corporation's
independent public accountants for 2002. The Board also authorized
the Audit Committee and management to commence a selection process for
new independent public accountants.
Arthur Andersen LLP's report on the consolidated financial
statements of the Corporation for each of the fiscal years ended
December 31, 2000 and December 31, 2001 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles. During the
fiscal years ended December 31, 2000 and December 31, 2001, and the
interim period between December 31, 2001 and March 22, 2002, there
were no disagreements between the Corporation and Arthur Andersen LLP
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen
LLP, would have caused it to make reference to the subject matter of
the disagreement in connection with its reports. During the fiscal
years ended December 31, 2000 and December 31, 2001, and the interim
period between December 31, 2001 and March 22, 2002, there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K
promulgated by the Securities and Exchange Commission. A letter from
Arthur Andersen LLP is attached as Exhibit 16.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
---------- ----------------------
16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
99.1 Press Release dated March 22, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
NORTHERN TRUST CORPORATION
Date: March 27, 2002 By: /s/ HARRY W. SHORT
----------------------------------
Harry W. Short
Executive Vice President and
Controller
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
---------- ----------------------
16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
99.1 Press Release dated March 22, 2002.
EXHIBIT 16.1
March 27, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Current Report on Form 8-K dated
March 22, 2002 of Northern Trust Corporation to be filed with the
Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
cc: Perry R. Pero
Vice Chairman and
Chief Financial Officer
Northern Trust Corporation
EXHIBIT 99.1
NORTHERN TRUST TO REPLACE ARTHUR ANDERSEN AS INDEPENDENT AUDITORS
(CHICAGO, March 22, 2002) Northern Trust Corporation, Chicago,
announced today that its Board of Directors has voted to replace
Arthur Andersen LLP as Northern Trust's independent auditors.
Northern's Board authorized the Audit Committee and management to
commence a selection process for a new independent auditing firm.
The decision was made after careful consideration by the Board of
Directors, the Audit Committee and Northern's management. This
decision to change auditors, and the developments leading to the
decision, came after Northern's 2002 proxy statement was filed with
the Securities and Exchange Commission. During its many years of
service to Northern Trust, Arthur Andersen provided the Corporation
with excellent service and adhered to a high standard of
professionalism.
Northern Trust Corporation (Nasdaq: NTRS) is a multibank holding
company headquartered in Chicago with a growing network of offices in
12 states, international offices in five countries and more than 9,500
employees worldwide. At December 31, 2001, Northern Trust
Corporation's banking assets totaled $39.7 billion. Trust assets
under administration were nearly $1.7 trillion, and assets under
management totaled $330.1 billion. Northern Trust has earned
distinction as a leading provider of personal fiduciary, asset
management, personal and private banking, and master trust/custody,
global custody and treasury management services. For more
information, visit www.northerntrust.com.