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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 21, 1994
BANKERS TRUST NEW YORK CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-5920 13-6180473
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 Park Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 250-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 21, 1994, Bankers Trust New York Corporation (the
"Corporation") entered into an underwriting agreement with Lehman Brothers
Inc. and Smith Barney Shearson Inc. covering the issuance and sale of
8,000,000 Depositary Shares (the "Depositary Shares"), each representing a
one-hundredth interest in a share of Adjustable Rate Cumulative Preferred
Stock, Series Q ($2,500 Liquidation Preference) (the "Series Q Preferred
Stock"). The Depositary Shares are to be issued pursuant to a Depositary
Agreement, dated as of March 28, 1994, among the Corporation, Harris Trust
Company of New York, as depositary, and the holders from time to time of
the Depositary Receipts representing the Depositary Shares. The Depositary
Shares and Series Q Preferred Stock were registered under the Securities
Act of 1933 pursuant to the Corporation's shelf registration statement on
Form S-3 (File No. 33-50395).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
(1) Underwriting Agreement, dated March 21, 1994, between
Bankers Trust New York Corporation and Lehman Brothers
Inc. and Smith Barney Shearson Inc., as Underwriters.
(4)(a) Form of Deposit Agreement, dated as of March 28, 1994
(the "Deposit Agreement"), among Bankers Trust New York
Corporation, Harris Trust Company of New York, as
depositary, and the holders from time to time of the
Depositary Receipts issued thereunder, including Form of
Depositary Receipt (incorporated by reference to Exhibit
4.5 to the Registration Statement on Form 8-A of Bankers
Trust New York Corporation, file number 1-5920).
(4)(b) Form of Certificate representing the Adjustable Rate
Cumulative Preferred Stock, Series Q ($2,500 Liquidation
Preference) (incorporated by reference to Exhibit 4.4 to
the Registration Statement on Form 8-A of Bankers Trust
New York Corporation, file number 1-5920).
(4)(c) Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, of
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Bankers Trust New York Corporation relating to the
Adjustable Rate Cumulative Preferred Stock, Series Q
($2,500 Liquidation Preference), filed with the State of
New York on March 28, 1994 (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form 8-A of
Bankers Trust New York Corporation, file number 1-5920).
(8) Opinion, dated August 19, 1993, of Sullivan & Cromwell,
as special tax counsel to the Corporation, regarding
certain tax matters.
(24) Consent of Sullivan & Cromwell (included in Exhibit (8)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: March 25, 1994
BANKERS TRUST NEW YORK CORPORATION
By: GORDON S. CALDER, JR.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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INDEX TO EXHIBITS
(1) Underwriting Agreement, dated March 21, 1994, between Bankers
Trust New York Corporation and Lehman Brothers Inc. and Smith
Barney Shearson Inc., as Underwriters.
(4)(a) Form of Deposit Agreement, dated as of March 28, 1994 (the
"Deposit Agreement"), among Bankers Trust New York Corporation,
Harris Trust Company of New York, as depositary, and the
holders from time to time of the Depositary Receipts issued
thereunder, including Form of Depositary Receipt (incorporated
by reference to Exhibit 4.5 to the Registration Statement on
Form 8-A of Bankers Trust New York Corporation, file number
1-5920).
(4)(b) Form of Certificate representing the Adjustable Rate Cumulative
Preferred Stock, Series Q ($2,500 Liquidation Preference)
(incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form 8-A of Bankers Trust New York Corporation,
file number 1-5920).
(4)(c) Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, of Bankers Trust New York
Corporation relating to the Adjustable Rate Cumulative
Preferred Stock, Series Q ($2,500 Liquidation Preference),
filed with the State of New York on March 28, 1994
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form 8-A of Bankers Trust New York Corporation,
file number 1-5920).
(8) Opinion, dated August 19, 1993, of Sullivan & Cromwell, as
special tax counsel to the Corporation, regarding certain tax
matters.
(24) Consent of Sullivan & Cromwell (included in Exhibit (8)).
<PAGE> EXHIBIT (1)
UNDERWRITING AGREEMENT
Bankers Trust New York Corporation,
280 Park Avenue,
New York, New York 10017.
Dear Sirs:
We, as Underwriters (the "Underwriters"), understand that
Bankers Trust New York Corporation, a New York corporation (the
"Corporation"), proposes to issue and sell 80,000 shares of its Adjustable
Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference)
(the "Offered Shares") to us, to be deposited against delivery of
depositary receipts (the "Depositary Receipts"), evidencing depositary
shares (the "Depositary Shares", and with the Offered Shares, the
"Securities"), to be issued by Harris Trust Company of New York, as
depositary (the "Depositary") pursuant to a deposit agreement, dated as of
March 28, 1994, among the Corporation, the Depositary and the holders from
time to time of the Depositary Receipts. The terms of the Securities are
set forth in the Registration Statement and Basic Prospectus referred to in
the provisions incorporated herein by reference, as supplemented by a
Prospectus Supplement dated March 21, 1994.
All the provisions contained in the document entitled Bankers
Trust New York Corporation Series Preferred Stock Underwriting Agreement
Standard Provisions (September 1993), a copy of which you have previously
received, are herein incorporated by reference in their entirety and shall
be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; provided, however, that such
provisions shall be supplemented and, to the extent inconsistent with the
following provision, superseded, by the following provision:
(i) This Agreement shall be subject to termination in
the Underwriter's absolute discretion, by notice given to the
Corporation prior to delivery of and payment for the Securities if,
prior to such time, any of the following events occurs: (a) trading
in securities generally on the New York Stock Exchange, or on any
other stock exchange or automated quotation system on which the
Securities are or are to be listed or to which the Securities shall
have been or are to be admitted for quotation, shall have been
suspended or materially limited, (b) trading in securities of the
Corporation specifically on the New York Stock Exchange or the
American Stock Exchange shall have been suspended or materially
limited and such suspension or material limitation is in effect or
exists on the
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Closing Date, or (c) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or
New York State authorities or (d) there shall have occurred any
outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war
the effect of which on the financial markets of the United States is
such as to make it, in the reasonable judgment of the Underwriters,
impracticable to market the Securities on the terms and in the manner
described in the Prospectus.
Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Corporation hereby agrees to sell and
we hereby agree, severally and not jointly, to purchase the number of
Depositary Shares set forth opposite our respective names in Schedule I
hereto at a purchase price of $24.2125 per Depositary Share, plus accrued
dividends, if any, from March 28, 1994; provided, however, that in the case
of Depositary Shares sold to certain institutional investors, the purchase
price shall be $24.50 per Depositary Share, plus accrued dividends, if any,
from March 28, 1994 to the date of payment and delivery.
We will pay for such Securities upon delivery thereof at the
offices of the Corporation, 130 Liberty Street, New York, New York, at
10:00 A.M. (New York City time), on March 28, 1994 or at such other time,
not later than April 4, 1994, as shall be designated by us, such time being
referred to herein as the "Closing Date".
The certificate representing the Offered Shares will be
delivered by us to, and deposited with, the Depositary against delivery of
Depositary Receipts representing Depositary Shares. Such Depositary
Receipts shall be issued in such denominations and registered in such names
as we shall request and shall be made available for checking and packaging
at the above office of the Corporation at least 24 hours prior to the
Closing Date.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the
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space set forth below and by returning the signed copy to us.
Very truly yours,
LEHMAN BROTHERS INC.
SMITH BARNEY SHEARSON INC.
By: LEHMAN BROTHERS INC.
By: BRADLEY H. JACK
Name: Bradley H. Jack
Title: Managing Director
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: DUNCAN P. HENNES
Name: Duncan P. Hennes
Title: Senior Vice President
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Schedule I
<TABLE>
<CAPTION>
Number of
Name of Underwriter Offered Shares
<S> <C>
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . 5,080,000
Smith Barney Shearson Inc. . . . . . . . . . . . . . . 2,920,000
Total . . . . . . . . . . . . . . . . . . . . 8,000,000
</TABLE>
<PAGE> EXHIBIT (8)
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10025
212-558-3175
March 28, 1994
Bankers Trust New York Corporation,
280 Park Avenue,
New York, New York 10017.
Ladies and Gentlemen:
As special tax counsel to Bankers Trust New York Corporation, a
New York corporation (the "Corporation"), in connection with the issuance
by the Corporation of 8,000,000 Depository Shares each representing a one
hundredth interest in a share of Adjustable Rate Cumulative Preferred
Stock, Series Q ($2,500 Liquidation Preference), we hereby confirm to you
our opinion as set forth under the heading "Certain Federal Income Tax
Considerations" in the Prospectus Supplement, dated March 31, 1994 (the
"Prospectus Supplement").
We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the Corporation's
Current Report on Form 8-K, dated March 21, 1994, and the Registration
Statement (File No. 33-50395) previously filed with the Securities and
Exchange Commission, and to the reference to us in the Prospectus
Supplement under the caption "Certain Federal Income Tax Considerations".
In giving such consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & CROMWELL
