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 CHICAGO, Dec. 13 /PRNewswire/ -- Northern Trust Corp., parent of The Northern Trust Company, Chicago, and Hazlehurst & Associates, Inc. today announced the signing of a definitive agreement for Northern to acquire Hazlehurst for $22.5 million in Northern Common Stock. Hazlehurst, a privately held retirement benefit plan services company, has 160 employees and serves clients from its corporate headquarters in Atlanta and its Seattle offices. When the purchase is completed and regulatory approval received, Hazlehurst & Associates, Inc. will become a wholly owned subsidiary of Northern Trust Corp.
 Hazlehurst & Associates is a leader in providing services to defined contribution plans such as 401(k) plans. Hazlehurst's well-established capabilities in retirement plan design, and participant recordkeeping servicing, education and communications will complement Northern Trust's custody, fiduciary, banking, and investment management capabilities. Hazlehurst also provides consulting and actuarial services to other types of retirement plans. Hazlehurst had in 1992 revenues of $15.5 million and net income before tax of $1.6 million.
 David W. Fox, Northern Trust's chairman, president, and CEO, commented, "Increasingly, employees and their employers are being asked to take a more active role in the management and direction of retirement assets. This is a significant responsibility in today's complex and fast-paced investment world. The capabilities of our combined firms, coupled with the dedication to absolute quality for which each of our firms has long been recognized, will allow us to deliver comprehensive support of the highest caliber. With Hazlehurst, we will be uniquely positioned to deliver a complete service capability from a single source."
 James G. Pope, president of Hazlehurst & Associates, stated, "We are pleased to make the substantial and high-quality resources of Northern Trust available to our more than 200 clients nationwide. Northern Trust shares our tradition of care and concern for clients and our vision for providing total retirement services to the industry." Under the agreement, Pope will continue in his present role.
 The acquisition agreement calls for Hazlehurst shareholders to receive Northern Trust Corp. Common Stock aggregating $22.5 million with the exchange ratio set on the basis of the average last-sale prices for Northern Common Stock on the NASDAQ National Market System over a 20-day trading period ending just prior to closing. Using Northern's last-sale price on Dec. 10, 1993, Northern would issue 545,454 shares in the transaction. Northern will issue a maximum of 681,818 shares, equivalent to a formula price of $33 per share. The minimum number of shares Hazlehurst holders are required to accept is 468,750, equivalent to a formula price of $48 per share. Northern Trust expects to account for this transaction as a pooling-of-interests; 1994 earnings dilution is expected to be less than one percent.
 The agreement is subject to the approval of Hazlehurst shareholders, to regulatory approval and other legal requirements, and is expected to close in the second quarter of 1994.
 The Northern Trust Company is a wholly owned subsidiary of Northern Trust Corp., a Chicago-based multibank holding company with subsidiaries in Illinois, Florida, New York, Arizona, California, and Texas. In the third quarter of 1993, total corporate assets were $16.7 billion, and trust assets under administration reached $462 billion.
 The Northern Trust Company is a leading provider of master trust, global custody, and investment management services to institutional investors, including corporate retirement plans, public retirement systems, Taft-Hartley funds, foundations, endowments, insurance companies and investment managers.
 -0- 12/13/93
 /CONTACT: Sue Rageas of public relations, 312-444-4279, or David Eddy, 312-444-7408, investor relations, of Northern Trust/

CO: Northern Trust Corp; Hazlehurst & Associates, Inc. ST: Illinois IN: FIN SU: TNM

MP -- NY056 -- 3125 12/13/93 11:13 EST
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Publication:PR Newswire
Date:Dec 13, 1993

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