CHICAGO - Northern Trust Corp. on Monday agreed to buy Hazlehurst & Associates Inc., an Atlanta-based firm that provides consulting and record-keeping services for corporate retirement-benefit programs.

The stock swap transaction is valued at $22.5 million, or about 14 times Hazlehurst's pretax income for 1992. Northern officials said they expected to complete the purchase of the privately held firm by the second quarter of next year.

Only 1% Dilution Foreseen

Northern administers roughly $462 billion of trust assets, and analysts said Hazlehurst would mesh nicely with the company's other consulting and funds management businesses.

"This certainly fits, with Northern's operations," said Michael Milunovich, an analyst with Robert W. Baird & Co., Milwaukee.

Northern said it would issue between 468,750 and 681,818 shares in the deal, with the final exchange ratio hinging on average closing prices for the 20 days before its completion. The company said it expected less than 1% earnings dilution from the transaction in 1994.

Hazlehurst, which has 160 employees and about 200 clients, will continue operating under its current management from bases in Atlanta and Seattle, said Constance Magnuson, a senior vice president at Northern.

Hopes for a Revenue Boost

Ms. Magnuson said Northern and Hazlehurst hoped to boost combined revenues by selling products to each other's customers.

At the same time, she said, Northern would be careful to honor client-requested collaborations with retirement plan consultants other than Hazlehurst.

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