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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
NORTHERN TRUST CORPORATION
------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------------------------------------------------------------------
(Title of Class of Securities)
665859104
---------------------------------------------------------------
(CUSIP Number)
------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 665859104
---------------
------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
(a) U.S. Trust Corporation* #13-2927955
(b) United States Trust Company of New York #13-5459866
(c) U.S. Trust Company, N.A. #95-4311476
------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------
4. Citizenship or Place of Organization
U.S.
------------------------------------------------------------------------
5. Sole Voting Power
Number 1,276,301 (Managed Accounts)
Shares ---------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned by 10,686,231 (Employees' Plan)
Each ---------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person See 5
---------------------------------------------------------
8. Shared Dispositive Power
See 6
------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
12,408,727
------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.63
------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
#1 (a) HC
(b) BK
------------------------------------------------------------------------
* U.S. Trust Corporation is a wholly-owned direct subsidiary of The Charles
Schwab Corporation. Each entity files reports completely separate and
independent from the other. Correspondingly, neither entity shares with
the other any information and/or power with respect to either the voting
and/or disposition of the securities reported by each.
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Northern Trust Corporation
(b) Address of Issuer's Principal Executive Offices
50 La Salle Street, Chicago, IL 60603
Item 2.
(a) Name of Person Filing
See #1, p2
(b) Address of Principal Business Office or, if none, Residence
114 W 47 St.
NY 10036
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
665859104
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ X ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ X ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 12,408,727
-------------------------.
(b) Percent of class: 5.63
-------------------------.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,276,301 (Managed Accounts)
--------------------------.
(ii) Shared power to vote or to direct the vote
10,686,231 (Employees' Plan)
----------------------------.
(iii) Sole power to dispose or to direct the disposition of
See (i)
-------------------------.
(iv) Shared power to dispose or to direct the disposition of
See (ii)
-------------------------.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Sec. 240.13d3(d)(1).
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 17, 2004
-----------------------------------
Date
/s/ Joseph A. Tricarico
-----------------------------------
Signature
Authorized Agent/Vice President
and Trust Counsel
-----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)