NTC Capital IV, et al. – ‘POS AM’ on 12/16/03

On:  Tuesday, 12/16/03, at 12:11pm ET   ·   Accession #:  895813-3-255   ·   File #s:  333-105423, -01, -02, -03

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               6±    22K 

Document Table of Contents

As filed with the Securities and Exchange Commission on December 16, 2003   

                             Registration Statement No. 333-105423
                                                     333-105423-01
                                                     333-105423-02
                                                     333-105423-03

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

------------------------------------    

Post-Effective Amendment No. 1    

to    

Form S-3    

REGISTRATION STATEMENT    
Under   
THE SECURITIES ACT OF 1933    
------------------------------------    

NORTHERN TRUST             DELAWARE              36-2723087       
CORPORATION                                                   
NTC CAPITAL III            DELAWARE              36-7169246       
NTC CAPITAL IV             DELAWARE              36-7410780       
NTC CAPITAL V             DELAWARE              36-7410781      
-------------------     -----------------     ---------------------   
(Exact name of each      (State or other        (I.R.S. Employer      
registrant as         jurisdiction of     Identification Number)
specified in its        incorporation or                            
charter or certificate       organization                                 
of trust                                                    

------------------------------------    

50 SOUTH LASALLE STREET   
CHICAGO, ILLINOIS 60675   
(312) 630-6000    
(Address, including zip code, and telephone number, including   
area code, of Registrants' principal executive offices)   

------------------------------------    

KELLY R. WELSH    
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL    
50 SOUTH LASALLE STREET   
CHICAGO, ILLINOIS 60675   
(312) 630-6000    
(Name, address, including zip code, and telephone number,   
including area code, of agent for service)    

------------------------------------    

With copies to:   

ROBERT J. MINKUS, ESQ.    
SCHIFF HARDIN & WAITE   
6600 SEARS TOWER    
CHICAGO, ILLINOIS 60606   
(312) 258-5500    
------------------------------------    

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION   
STATEMENT.    

------------------------------------    

If the only securities being registered on this form are being  
offered pursuant to dividend or interest reinvestment plans, please       
check the following box. [ ]                                              

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under       
the Securities Act of 1933, other than securities offered only in         
connection with dividend or interest reinvestment plans, check the        
following box. [X]                                                        

If this form is filed to register additional securities for an  
offering pursuant to Rule 462(b) under the Securities Act, please         
check the following box and list the Securities Act registration          
statement number of the earlier effective registration statement for      
the same offering. [ ]                                                    

 If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the     
Securities Act registration statement number of the earlier effective     
registration statement for the same offering. [ ]                         

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]                             
____________________    

THIS POST-EFFECTIVE AMENDMENT IS BEING FILED SOLELY TO PROVIDE            
ADDITIONAL INFORMATION IN PART II, ITEM 14 (OTHER EXPENSES OF ISSUANCE    
AND DISTRIBUTION).                                                        

PART II   

INFORMATION NOT REQUIRED IN PROSPECTUS    

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                    

The following table sets forth all expenses in connection with  
the issuance and distribution of the securities being registered. All     
amounts shown below are estimates, except the registration fee:           

Registration fee of Securities and Exchange Commission  $ 40,450

Accountants' fees and expenses                            50,000

Legal fees and expenses                                  175,000

Trustee fees and expenses (including legal fees)          20,000

Printing and engraving fees                              150,000

Rating agency fees and expenses                          350,000

Miscellaneous expenses                                     4,550
                                                         -------

     Total                                              $790,000
                                                         =======

SIGNATURES    

Pursuant to the requirements of the Securities Act of 1933, as  
amended, Northern Trust Corporation certifies that it has reasonable      
grounds to believe that it meets all the requirements for filing on       
Form S-3 and has duly caused this Registration Statement to be signed     
on its behalf by the undersigned, thereunto duly authorized, in the       
City of Chicago, State of Illinois, on this 16th day of December,         
2003.                                                                     

                      NORTHERN TRUST CORPORATION
        (Registrant)

                  By:  /s/ Perry R. Pero
                                  ------------------------------
         Perry R. Pero
                   Vice Chairman and Chief
                   Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as  
amended, this Registration Statement has been signed by the following     
persons in the capacities and on the dates indicated.                     

                                                           [Enlarge/Download Table]
                                                                                              
                                                                                              

            SIGNATURE                              TITLE                         DATE         
            ---------                              -----                         -----        
                                                                                              
                   *              Chairman of the Board,                     December 16, 2003
-----------------------------  Chief Executive Officer and President                          
William A. Osborn                                                                             
                               (Principal Executive Officer)                                  

/s/ Perry R. Pero              Vice Chairman and Chief Financial Officer  December 16, 2003   
-----------------------------  (Principal Financial Officer)                                  
Perry R. Pero                                                                                 

                *              Executive Vice President and Controller    December 16, 2003   
-----------------------------  (Principal Accounting Officer)                                 
Harry W. Short                                                                                

                *                                Director                 December 16, 2003   
-----------------------------                                                                 
Duane L. Burnham                                                                              

                                                      II-2                                    

            SIGNATURE                              TITLE                         DATE         
            ---------                              -----                         -----        

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Dolores E. Cross                                                                              

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Susan Crown                                                                                   

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Robert S. Hamada                                                                              

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Robert A. Helman                                                                              

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Arthur L. Kelly                                                                               

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Frederick A. Krehbiel                                                                         

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Robert C. McCormack                                                                           

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Edward J. Mooney                                                                              

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
John W. Rowe                                                                                  

             *                                   Director                 December 16, 2003   
-----------------------------                                                                 
Harold B. Smith                                                                               

                                                      II-3                                    

            SIGNATURE                              TITLE                         DATE         
            ---------                              -----                         -----        

             *                                    Director                 December 16, 2003  
-----------------------------                                                                 
William D. Smithburg                                                                          

*By:  /s/ Perry R. Pero                                                                       
     ------------------------                                                                 
     Perry R. Pero                                                                            
     Attorney-in-Fact                                                                         

                                                                             
                                              II-4

Pursuant to the requirements of the Securities Act of 1933, as  
amended, NTC Capital III certifies that it has reasonable grounds to      
believe that it meets all the requirements for filing on Form S-3 and     
has duly caused this Registration Statement to be signed on its behalf    
by the undersigned, thereunto duly authorized, in the City of Chicago,    
State of Illinois, on this 16th day of December, 2003.                    

           NTC CAPITAL III

                            By:  Northern Trust Corporation,
                        as Depositor

                  By:  /s/ Perry R. Pero
                                   -----------------------------

Pursuant to the requirements of the Securities Act of 1933, as  
amended, NTC Capital IV certifies that it has reasonable grounds to       
believe that it meets all the requirements for filing on Form S-3 and     
has duly caused this Registration Statement to be signed on its behalf    
by the undersigned, thereunto duly authorized, in the City of Chicago,    
State of Illinois, on this 16th day of December, 2003.                    

          NTC CAPITAL IV

                            By:  Northern Trust Corporation,
                        as Depositor

                  By:  /s/ Perry R. Pero
                                   -----------------------------

Pursuant to the requirements of the Securities Act of 1933, as  
amended, NTC Capital V certifies that it has reasonable grounds to        
believe that it meets all the requirements for filing on Form S-3 and     
has duly caused this Registration Statement to be signed on its behalf    
by the undersigned, thereunto duly authorized, in the City of Chicago,    
State of Illinois, on this 16th day of December, 2003.                    

         NTC CAPITAL V

                            By:  Northern Trust Corporation,
                        as Depositor

                  By:  /s/ Perry R. Pero
                                   -----------------------------

Dates Referenced Herein

This ‘POS AM’ Filing		Date		Other Filings
Filed on:		12/16/03		None on these Dates
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