<PAGE>
Registration Statement No. 33-
As filed with the Securities and Exchange Commission on
February 18, 1994.
===============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
BANKERS TRUST NEW YORK CORPORATION
(Exact name of issuer as specified in its charter)
-----------
New York
(State or other jurisdiction of incorporation or organization)
13-6180473
(I.R.S. employer identification no.)
280 Park Avenue, New York, New York 10017
(Address of principal executive offices) (zip code)
PARTNERSHARE PLAN OF
BANKERS TRUST NEW YORK CORPORATION
AND AFFILIATES
(Full title of the plan)
James J. Baechle, Executive Vice President & General Counsel
Bankers Trust New York Corporation
130 Liberty Street, New York, New York 10006
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 250-2500
CALCULATION OF REGISTRATION FEE
=======================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share/(2)/ price/(2)/ fee/(2)/
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $81.5625 $81,562,500 $28,126
$1 par value/(1)/ shares
=======================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the fee. Based on the
average of the high and low prices of Bankers Trust New York Corporation's
common stock on February 14, 1994, as reported on the New York Stock Exchange
Composite Transaction Tape, pursuant to Rule 457(c), (h)(1) and (m).
===============================================================
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
PARTNERSHARE PLAN OF
BANKERS TRUST NEW YORK CORPORATION AND AFFILIATES
PART II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Bankers Trust New York Corporation (the
"Corporation" or "Registrant") and the PartnerShare Plan of Bankers Trust New
York Corporation and Affiliates (the "Plan"), heretofore filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference thereto:
a. The Corporation's Annual Report on Form 10-K (File No. 1-5920) for the
year ended December 31, 1992, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
b. The Corporation's Current Reports on Form 8-K (File No. 1-5920) dated
January 14, January 15, January 25, March 19, April 20, May 25, June
24, July 22, July 26, August 6, September 24, October 7, October 21,
October 22, and December 21, 1993 and January 20, 1994, filed pursuant
to Section 13 of the Exchange Act.
c. The Corporation's Quarterly Reports on Form 10-Q (File No. 1-5920) for
the quarters ended March 31, June 30 and September 30, 1993, filed
pursuant to Section 13 of the Exchange Act.
d. The Plan's Annual Report on Form 11-K for the year ended December 31,
1992, filed pursuant to Section 15(d) of the Exchange Act.
e. The Corporation's Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (File No. 33-27498), dated October 15, 1993
containing a description of the Corporation's common stock.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement on Form S-8 ("Registration Statement") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered have
been sold or which deregisters all securities then unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any
<PAGE>
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF THE SECURITIES.
The description of the Corporation's capital stock, including its common
stock, is contained on pages 14-19 of its Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 33-27498), dated October 15, 1993
and is incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
(a) Experts
Not applicable.
(b) Counsel
The validity of the Common Stock, $1 par value, of the Corporation
(the "Common Stock") offered pursuant to this Registration Statement
will be passed upon by the Corporation by Gordon S. Calder, Jr., Esq.,
Assistant Secretary of the Corporation. Mr. Calder owns or has the
right to acquire shares of Common Stock of the Corporation in an
amount that does not exceed .015 of 1% of the outstanding Common Stock
of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the By-Laws of Bankers Trust New York Corporation provides as
follows:
SECTION 5.01 The corporation shall, to the fullest extent permitted by Section
721 of the New York Business Corporation Law, indemnify any person who is or was
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, whether involving any actual or alleged breach of duty,
neglect or
2
<PAGE>
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by or
in the right of the corporation to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the corporation is serving or
served in any capacity at the request of the corporation by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
corporation, or is serving or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided, however,
that no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.
SECTION 5.03 The corporation shall, from time to time, reimburse or advance to
any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall
3
<PAGE>
be deemed to be doing so at the request of the corporation. In all other cases,
the provisions of this Article V will apply (i) only if the person serving
another corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise so served at the specific request of the corporation,
evidenced by a written communication signed by the Chairman of the Board, the
President or any Vice Chairman, and (ii) only if and to the extent that, after
making such efforts as the Chairman of the Board, the President or any Vice
Chairman shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.
SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemni-fication (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 5.06 The right to be indemnified or to the reimbursement or advancement
of expenses pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.
SECTION 5.07 If a request to be indemnified or for the reimburse-ment or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prose-cuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceed-
4
<PAGE>
ing of the character described in Section 5.01 shall be entitled to
indemnification only as provided in Sections 5.01 and 5.03, notwithstanding any
provision of the New York Business Corporation Law to the contrary.
Within certain limitations, Sections 721 through 726 of the New York
Business Corporation Law permit a corporation to indemnify a director or officer
made a party to an action (i) by a corporation or in its right in order to
procure a judgment in its favor unless he shall have breached his duties, or
(ii) other than an action by or in the right of the corporation in order to
procure a judgment in its favor if such director or officer acted in good faith
and in a manner he reasonably believed to be in or, in certain cases, not
opposed to such corporation's best interests, and additionally, in criminal
actions, has no reasonable cause to believe his conduct was unlawful.
In addition, a Directors and Officers Liability and Corporation
Reimbursement Policy is maintained covering the Corporation and its directors
and officers for amounts, subject to policy limits, that the Corporation might
be required to pay by way of indemnification to its directors and officers under
its By-Laws or otherwise for the protection of individual directors and officers
from loss for which they might not be indemnified by the Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant filed with the
State of New York on June 9, 1988.
4.2 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on August 30, 1989.
4.3 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on June 14, 1990.
4.4 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on March 20, 1992.
5
<PAGE>
4.5 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on October 27, 1992.
4.6 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on January 21, 1993.
4.7 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on June 1, 1993.
4.8 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on August 18, 1993.
5.1 Opinion of Counsel, with respect to the securities being registered.
5.2 Undertaking of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young.
23.3 Consent of KPMG Peat Marwick.
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
6
<PAGE>
provided, however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 17th day of
February, 1994.
BANKERS TRUST NEW YORK CORPORATION
(Registrant)
By /s/ James T. Byrne, Jr.
_________________________________
James T. Byrne, Jr.
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURES
<TABLE>
<CAPTION>
Signatures Title Date
- --------------------------------- ---------------- ------------
<S> <C> <C>
* /s/Charles S. Sanford, Jr. Chairman of the February 17,
_________________________ Board, Chief 1994
Charles S. Sanford, Jr. Executive
Officer
(Principal
Executive
Officer) and
Director
* /s/George B. Beitzel Director " "
________________________
George B. Beitzel
* /s/ William R. Howell Director " "
________________________
William R. Howell
</TABLE>
8
<PAGE>
* /s/ Jon M. Huntsman Director February 17,
________________________ 1994
Jon M. Huntsman
* /s/ Vernon E. Jordan, Jr. Director " "
________________________
Vernon E. Jordan, Jr.
* /s/ Hamish Maxwell Director " "
________________________
Hamish Maxwell
* /s/ Donald F. McCullough Director " "
________________________
Donald F. McCullough
* /s/ N.J. Nicholas Jr. Director " "
________________________
N.J. Nicholas Jr.
* /s/ Russell E. Palmer Director " "
________________________
Russell E. Palmer
* /s/ Didier Pineau-Valencienne Director " "
________________________
Didier Pineau-Valencienne
* /s/ Eugene B. Shanks, Jr. Director " "
________________________
Eugene B. Shanks, Jr.
* /s/ Patricia Carry Stewart Director " "
________________________
Patricia Carry Stewart
* /s/ George J. Vojta Director " "
________________________
George J. Vojta
9
<PAGE>
* /s/ Timothy T. Yates Executive Vice February 17,
________________________ President and 1994
Timothy T. Yates Chief Financial
Officer
(Principal
Financial
Officer)
* /s/ Geoffrey M. Fletcher Senior Vice " "
________________________ President and
Geoffrey M. Fletcher Principal
Accounting
Officer
(Principal
Accounting
Officer)
*By /s/ James T. Byrne, Jr.
_______________________________________
James T. Byrne, Jr. (Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 17th day of February, 1994.
PARTNERSHARE PLAN OF BANKERS TRUST NEW YORK
CORPORATION AND AFFILIATES
ADMINISTRATIVE COMMITTEE
By /s/ Mark Bieler
______________________________
Mark Bieler
Chairman
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Page
- -------- ----
<C> <S> <C>
4.1 Restated Certificate of Incorporation of the *
Registrant filed with the State of New York on
June 9, 1988.
4.2 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on August 30,
1989.
4.3 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on June 14,
1990.
4.4 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on March 20,
1992.
4.5 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on October
27, 1992.
4.6 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on January
21, 1993.
4.7 Certificate of Amendment of the Restated *
Certificate of Incorporation of the Registrant
filed with the State of New York on June 1,
1993.
4.8 Certificate of Amendment of the Restated **
Certificate of Incorporation of the Registrant
filed with the State of New York on August 18,
1993.
5.1 Opinion of Counsel 13
5.2 Undertaking of the Registrant 15
23.1 Consent of Counsel (included in Exhibit 5.1) 13
23.2 Consent of Ernst & Young 17
23.3 Consent of KPMG Peat Marwick 19
24.1 Power of Attorney 21
</TABLE>
*Incorporated by reference from the Corporation's Current Report on Form 8-K
dated September 24, 1993.
**Incorporated by reference from the Corporation's Current Report on Form 8-K
dated August 6, 1993.
11
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
12
<PAGE>
February 17, 1994
Bankers Trust New York Corporation
130 Liberty Street
New York, NY 10006
Re: PartnerShare Plan of Bankers Trust
New York Corporation and Affiliates
-----------------------------------
Gentlemen:
I am Assistant Secretary of Bankers Trust New York Corporation, a New
York corporation (hereinafter called the "Corporation"), and as such I have
acted as counsel for the Corporation in connection with its authorization of the
issuance and sale of up to 1,000,000 shares of the Corporation's Common Stock
pursuant to its PartnerShare Plan as described in the enclosed Registration
Statement on Form S-8. I am familiar with the action taken in connection with
the adoption of said Plan and with the actions taken or to be taken in
connection with the authorization and proposed issuance of said shares of Common
Stock, including the adoption by the Board of Directors of appropriate
resolutions authorizing such actions.
Based upon the foregoing, I hereby advise you that in my opinion (a)
the Corporation is duly organized and validly existing under the laws of the
State of New York and (b) that issuance and payment therefor in accordance with
the provisions of said PartnerShare Plan, such common shares will be validly
issued, fully paid and non-assessable. The holders of said Common Stock will
not be subject to any personal liability as stockholders under the present laws
of the State of New York, the jurisdiction under whose laws the Corporation is
incorporated and in which its principal place of business is located, except for
such liability as may be imposed in the future under certain circumstances under
Section 630 of the New York Business Corporation Law.
I hereby consent to the filing of this opinion as an Exhibit to said
Registration Statement. I do not admit in giving this consent that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Gordon S. Calder, Jr.
_________________________
Gordon S. Calder, Jr.
Assistant Secretary
13
<PAGE>
EXHIBIT 5.2
UNDERTAKING OF THE REGISTRANT
14
<PAGE>
UNDERTAKING OF THE REGISTRANT
The undersigned Registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
February 17, 1994 Bankers Trust New York Corporation
(Registrant)
By /s/ James T. Byrne, Jr.
_________________________________
James T. Byrne, Jr.
Secretary
15
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG
16
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and the related Prospectus pertaining to the PartnerShare Plan of
Bankers Trust New York Corporation and Affiliates of our report dated January
26, 1993, except for Notes 2, 18 and 25, as to which the date is April 20, 1993,
with respect to the consolidated financial statements of Bankers Trust New York
Corporation at December 31, 1992 and 1991 and for each of the three years in the
period ended December 31, 1992, included in its Current Report on Form 8-K dated
April 20, 1993 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
New York, New York
February 17, 1994
17
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK
18
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Members of the Administrative Committee
of the PartnerShare Plan of
Bankers Trust New York Corporation and Affiliates:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of the PartnerShare Plan of Bankers Trust New York Corporation and
Affiliates (the Plan) of our report dated June 15, 1993, relating to the
statements of net assets available for benefits of the Plan as of December 31,
1992 and 1991 and the related statements of changes in net assets available for
benefits for the years then ended and the 1992 supplementary schedules included
therein, which report is incorporated by reference in the December 31, 1992
Form 11-K of the Plan.
/s/ KPMG Peat Marwick
New York, New York
February 17, 1994
19
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
20
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
----------------------------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Bankers Trust New York Corporation (the "Corporation"), a New York
corporation, hereby appoints each of Charles S. Sanford, Jr., Edward A. Lesser,
Eugene B. Shanks, Jr., George J. Vojta, James J. Baechle, Timothy T. Yates,
Garret G. Thunen, Duncan P. Hennes and James T. Byrne, Jr. his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things and execute any and all instruments which the said attorney
and agent may deem necessary or advisable to enable the Corporation to comply
with the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and the Trust Indenture Act of 1939, as amended (collectively,
the "Acts") and any rules and regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Acts of securities of the Corporation with respect to the PartnerShare
Plan of Bankers Trust New York Corporation and Affiliates, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as a Director
and/or Officer of the Corporation to one or more Registration Statements to be
filed with the Securities and Exchange Commission with respect thereto, and any
and all amendments, including pre-and post-effective amendments, to the said
Registration Statements and to any and all instruments and documents filed as a
part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that the said attorneys and agents,
or any of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents.
September 21, 1993 Bankers Trust New York Corporation
By /s/ Charles S. Sanford, Jr.
_________________________________
Charles S. Sanford, Jr.
Chairman of the Board
/s/ Charles S. Sanford, Jr.
_________________________
Charles S. Sanford, Jr.
Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Timothy T. Yates
_________________________
Timothy T. Yates
Executive Vice President and Controller
(Principal Financial Officer)
/s/ Geoffrey M. Fletcher
_________________________
Geoffrey M. Fletcher
Senior Vice President
(Principal Accounting Officer)
21
<PAGE>
/s/ George B. Beitzel Director September 21, 1993
_________________________
George B. Beitzel
/s/ William R. Howell Director September 21, 1993
_________________________
William R. Howell
/s/ Jon M. Huntsman Director September 21, 1993
_________________________
Jon M. Huntsman
/s/ Vernon E. Jordan, Jr. Director September 21, 1993
_________________________
Vernon E. Jordan, Jr.
/s/ Edward A. Lesser Director September 21, 1993
_________________________
Edward A. Lesser
/s/ Hamish Maxwell Director September 21, 1993
_________________________
Hamish Maxwell
/s/ Donald F. McCullough Director September 21, 1993
_________________________
Donald F. McCullough
/s/ N.J. Nicholas Jr. Director September 21, 1993
_________________________
N.J. Nicholas Jr.
/s/ Russell E. Palmer Director September 21, 1993
_________________________
Russell E. Palmer
22
<PAGE>
/s/ Didier Pineau-Valencienne Director September 21, 1993
_________________________
Didier Pineau-Valencienne
/s/ Eugene B. Shanks, Jr. Director September 21, 1993
_________________________
Eugene B. Shanks, Jr.
/s/ Patricia Carry Stewart Director September 21, 1993
__________________________
Patricia Carry Stewart
/s/ George J. Vojta Director September 21, 1993
_________________________
George J. Vojta
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